SALE CONTRACT FOR EQUIPMENT

Between:

PETROGAL, S.A., public limited liability company with head office at Rua Tomás da Fonseca, Torre C, 1600-209 Lisbon, legal person number 505011271, registered under the same number at Lisbon Trade Register, with share capital of EUR 516.750.000,00, hereinafter referred to as “Petrogal”;

and

[Company], [●] company with head office at [●], legal person number [●], registered under the same number at [●] Trade Register, with share capital of EUR [●], hereinafter referred to as the “Buyer”;

Hereinafter referred to individually as “Party” and together as “Parties”.

Whereas:

A.         Petrogal is the owner of the [equipment identification] (the “Equipment”), installed at the Matosinhos Refinery, located at Rua Belchior Robles, Matosinhos county;

B.         Petrogal intends to alienate, and the Buyer intends to acquire the Equipment;

C.         The Buyer agrees to acquire the Equipment in its actual condition, which the Buyer declares, for all legal and contractual purposes, to know and accept;

is executed this Sale Contract for Equipment (“Contract”), under the terms and conditions of the following clauses.

Clause 1.
Scope

Under the terms defined in this Contract, Petrogal, against the payment provided for in the following Clause, sells to the Buyer the Equipment, who undertakes to acquire the Equipment in its actual condition (“as is where is and with all faults basis”), which the Buyer declares to know and accept.

Clause 2.
Price

1.         The Buyer undertakes to pay Petrogal EUR [●] ([in full] euros), plus VAT at the legal rate in force.

2.         The Buyer undertakes to pay the price referred to in the previous number within […] (in full) days [as of the signature of this Contract], [but always prior to the start of any dismantling work works], by bank transfer to the account number [IBAN].

Clause 3.
Equipment Transfer

1.         Upon the signature of this Contract, all charges, obligations, and responsibilities inherent to the Equipment transfer to the Buyer, including any liability resulting from its use and/or maintenance, as well as arising from any applicable legal obligations.

2.         The Buyer assumes the risk and responsibility for the repair of any defects that exist or may arise in the Equipment and shall not be entitled to demand or claim anything from Petrogal.

3.         Risk to the Equipment transfers to the Buyer upon the point in time that both of the following criteria are satisfied (i) receipt of payment of the price by Petrogal, in accordance with Clause 2; and (ii) commencement of removal of the Assets by the Buyer, upon fulfilment of the requirements set out under Clause 4.

4.         Title to the Equipment transfers to the Buyer upon the point in time that both of the following criteria are satisfied (i) receipt of payment of the price by Petrogal, in accordance with Clause 2; and (ii) conclusion of removal of the Assets by the Buyer.

Clause 4.
Disassembly of the Equipment

1.         The Equipment is available for the Buyer to disassemble it at the Matosinhos Refinery (the “Site”).

2.         The Buyer is responsible for all disassembly activities concerning the Equipment, in accordance with the technical specifications set out under Annex I.

3.         The Buyer is responsible for all the necessary activities, including (but not limited to) works, tools, machinery, personnel, related activity permits, insurances, transportation, and materials in order to accomplish the disassembly and the removal of the Equipment from the Site.

4.         The Buyer may only initiate removal and dismantling operations after (i) the payment of the price and (ii) the approval by Petrogal of the contractor who shall perform the works and (iii) the approval by Petrogal of the dismantling plans, the health and safety plans and all other documentation as may be required in Annex I.

5.         Should the documents mentioned in (iii) of the previous number not comply with the requirements set out in Annex I and/or the applicable legal requirements, and, for such reason, Petrogal does not approve them or should Petrogal not approve the works’ contractor appointed by the Buyer, then Petrogal shall be entitled to terminate this Contract with immediate effects. In this situation, the Buyer shall be entitled to be reimbursed of the price already paid under Clause 2.

6.         The Buyer is obliged to conclude the removal and dismantling operations within a period of [days] from the date when all conditions defined in the number 4 of this Clause are duly fulfilled. Should the Buyer not conclude such operations within the mentioned period, then Petrogal shall be entitled to apply delay damages on the amount of […] up to a maximum of […].

7.         Once the maximum delay damages set out in the previous number is reached, then Petrogal shall be entitled to terminate this Contract with immediate effects. In this situation, the Buyer shall not be entitled to be reimbursed of the price already paid under Clause 2.

Clause 5.
Confidentiality

1.         Both Parties undertake to keep the terms of this Contract as well as any information that, during its execution, one Party acquires from the other, under strict confidentiality and cannot disclose, copy, reproduce or distribute any part of the confidential information, nor make it available to any third party, without the other Party’s prior consent in writing.

2.         The obligations of confidentiality established in this Clause remain valid after the termination of the present Contract, for any reason, for the period of ten years.

Clause 6.
Non-Compliance

1.         Non-compliance of this Contract by either Party entitles the other, at its discretion, to demand compliance with the obligation or terminate the Contract and, in any case, claim indemnity for the damages incurred.

2.         The entitlement of termination established in the preceding number can only be exercised if the faulty Party, after having been requested in writing, does not comply with the contractual obligation within eight (8) days or another longer period stipulated in the request.

Clause 7.
Conduct of the Parties

1.         In connection with sale of the Equipment and other activities in connection with this Contract:

(a)       each Party represents, warrants, and covenants that neither it nor any member of its Group (i) has made, offered, promised, or authorised; (ii) will make, offer, promise or authorise any payment, gift, promise, entertainment or other advantage, whether directly or indirectly, to or for the direct or indirect use or benefit of any authority, public official, any political party, political party representative, or candidate for office, or any other public or private individual or entity, where making of such offer, promise, payment, gift or entertainment would constitute a violation of the applicable laws (the “Anti-Corruption Laws”); and (iii) has concealed or disguised, or will conceal and disguise, the illicit origin, source, location, disposition, or movement of any property in violation of the anti-money laundering laws that apply to it (the “Anti-Money Laundering Laws”). For the purposes of this Clause, “Group” shall mean, with respect to each party, its controlling and controlled companies, and companies under common control, and “control” shall mean the ownership directly or indirectly of more than fifty percent of the voting rights in a legal entity;

(b)       each Party represents, warrants, and covenants that it has in place, or will implement, as applicable, policies and procedures in relation to business ethics and conduct and ensure the compliance with the applicable Anti-Corruption Laws and Anti-Money Laundering Laws. Each Party warrants that it will maintain or implement such policies and procedures throughout the lifetime of the Contract;

(c)        each Party shall respond in detail and with the adequate documentary support to any reasonable request from the other Party concerning the obligations, warranties and representations set out in this Clause. Nevertheless, neither Party shall be obliged to disclose any information which is subject to professional privilege or which may not be disclosed by law or decision of any court of competent jurisdiction or judicial authority. Such obligation shall survive the termination of this Contract;

(d)       each Party undertakes to (i) properly record and report its transactions in a manner that accurately and fairly reflects, in reasonable detail, its assets and liabilities; (ii) maintain the books and/or records of such transactions for a period of at least seven (7) years after the termination of this Contract or any longer period if required by applicable law; and (iii) upon request, provide to the other Party any information and/or documentation that adequately evidences the fulfilment of the obligations contemplated in this Clause, including the implementation of the policies and procedures described in paragraph (b) of this Clause;

(e)       each Party represents and warrants that it will inform the other Party of any and all explicit or implicit request or offer of any personal advantage made by any member of the other Party’s group in violation of the terms of this Clause. Nevertheless, neither Party is obliged to disclose any information which is subject to professional privileged, or which cannot be provided by law or as a result of any decision by a competent court or judicial authority. Such requests shall be reported, in writing, (i) in case of the Buyer, to [include email] and, (ii) in case of Petrogal, to opentalk@galp.com.

2.         Without prejudice to any of its other rights under this Contract, if a Party has evidence that, or has reasonable grounds to suspect that, at any time, the other Party or any member of its organisation has violated the provisions of the Anti-Corruption Laws and/or Anti-Money Laundering Laws that apply to it in connection with the Services and other activities related to this Contract, such Party may terminate this Contract without being required to pay any contractual penalty or compensation for early termination.

3.         Each Party shall defend, indemnify, and hold the other Party harmless from and against any and all damages, losses, penalties, costs, and expenses directly arising out of the breach of this Clause by it or the members of its Group.

Clause 8.
Sanctions

1.         For the purposes of this Clause, “Sanction” shall mean any sanction, regulation, statute, official embargo measures or any “specially designated nationals” or “blocked persons” lists, or any equivalent lists maintained and imposed by the relevant bodies and organizations of the United Nations, the European Union, the United States, or any other jurisdiction applicable to a Party. “Sanctioned Entity” shall mean any entity, being an individual, corporation, company, vessel, association, or government, who or which is the object of Sanctions.

2.         Each Party represents, warrants, and covenants to the other Party that (i) it is not a Sanctioned Entity neither will it perform any act that would result in such Party becoming a Sanctioned Entity; (ii) it will comply with Sanctions; (iii) the proceeds from the Contract shall not be used, in whole or in part, for the benefit of any Sanctioned Entity or in connection, directly or indirectly, with any Sanctioned Entity, or in connection, directly or indirectly, with any investment in, or any transactions or dealings with, any Sanctioned Entity; and (iv) the Equipment will not be sold to, or have as its final destination, any Sanctioned Entity.

3.         In the event either Party breaches any of the representations and warranties mentioned in the previous number, such Party in breach shall fully indemnify, protect, defend, and hold harmless the other Party and its Group members, officers, directors, agents, and employees from and against any and all actions, claims, losses, and liabilities arising out of such breach.

4.         If, at any time during the performance of this Contract, either Party becomes aware that the other Party is in breach of the representations and warranties mentioned in number 2 of this Clause (either resulting from action or omission):

(a)       such Party shall be entitled to immediately suspend any obligations whose performance is affected, and to terminate the Contract with immediate effect by written notice to the other Party;

(b)       any overdue payment obligation shall be suspended for so long as the non-compliance with number 2 of this Clause continues and for so long as the Sanctions are in force.

5.         The Buyer shall, upon request from Petrogal, promptly provide Petrogal with documentation confirming the final destination into which the Equipment was actually delivered for end use.

6.         The Buyer shall include in any resale contract of the Equipment the necessary conditions to ensure that the buyer under such resale is made aware of the final destination confirmation obligation described in the previous number.

Clause 9.
Communications

1.         All communications or notifications between the Parties must be made in writing, through registered letter or electronic mail, to the following addresses:

2.         Notices sent by registered mail shall be deemed effective in relation to the recipient Party within three (3) business days after their dispatch, without prejudice to the provisions of paragraphs 2 and 3 of article 224 of the Civil Code.

3.         In the case of communications sent by electronic mail, these are considered effective as soon as receipt of the message is confirmed by the electronic system or by electronic mail sent by the recipient.

Clause 10.
Law and Competent Jurisdiction

1.         The present Contract is subject to Portuguese law.

2.         Any disputes between the Parties, regarding the interpretation and/or application of this Contract, which are not solved by mutual agreement within a reasonable period, shall be submitted to the exclusive jurisdiction of the District Court of Lisbon.

Clause 11.
Final Provisions

1.          The deadlines referred to in this Contract shall be counted using the calendar method, except where it is expressly stated that they shall refer only to business days, in which case Saturdays, Sundays and national holidays shall not be included.

2.          This Contract is in addition to the user agreement found at https://www.allsurplus.com/content/site-terms (“User Agreement’’). The Contract shall be the “Listing Contract” as defined in the User Agreement. Seller and Buyer hereby acknowledge and agree to the User Agreement which is hereby incorporated by reference into this Contract. In the event of a conflict and/or discrepancy between this Contract and the User Agreement, the Contract shall take precedence, control, and prevail.

3.          This Contract may be signed, by both Parties, in digital form, by means of advanced electronic signatures, namely through software tools such as DocuSign or Adobe Sign.

4.          The Parties expressly accept and acknowledge that the signatures affixed following the previous number constitute full evidence of authorship and integrity of electronic documents, under the terms and for the purposes of the provisions of paragraph 9 of Article 3 of Decree-Law no. 12/2021, of February 9, and Article 345 of the Civil Code, guaranteeing the corresponding authenticity and integrity.

5.          The Parties expressly acknowledge, for all legal purposes, that the electronic signatures affixed pursuant to paragraph 2 of this Clause meet the technical characteristics of the qualified electronic signature, except for the intervention of a certifying entity, acknowledging its authenticity, integrity and unchangeability and, consequently, waive any means of legal protection base on the insufficiency or inadequacy of the agreed signature method.

6.          The Contract shall only be considered validly amended by agreement, which shall be reduced to writing and signed by one or more duly authorized representatives of both Parties.

7.          If any provision of this Contract is declared null, annulled, ineffective or unenforceable, by a competent entity for this purpose, such nullity, ineffectiveness or unenforceability shall not affect, without further, the validity and/or effectiveness of the remaining provisions, and the Parties undertake to agree, with respect for good faith, on an alternative stipulation that, as far as possible, allows the pursuit of the same legal effect, without interfering with the economic balance of benefit.

Executed on December 20, 2022, in two originals of equal content and value, one for each subscribing Party.

ANNEX I

TECHNICAL SPECIFICATIONS - DISASSEMBLY REQUIREMENTS