Terms and Conditions

General Terms and Conditions New World Fuel

Through these General Terms and Conditions (“GTC”), all agreements entered into between the user or client and New World Fuel, S.A. de C.V., or any of its Affiliates (collectively, “NWF”), for the purchase and sale of products (hereinafter, the “Agreement”, “Contract”, “Order”), shall be governed. These terms shall be incorporated into the transaction between the parties via the sale or purchase order or contract executed with NWF, unless otherwise agreed in writing. The terms and conditions expressed in the order, together with those set forth herein, constitute the entire and definitive agreement between the user and NWF (each a “Party” and collectively the “Parties”). This Agreement supersedes and takes precedence over any prior agreement, proposal, understanding, or any other contemporaneous agreement, whether oral or written, relating to the relevant Transaction.

1. DECLARATIONS

I. NWF declares that:

It holds the fuel marketing permit number H/20320/COM/2017 issued by the Energy Regulatory Commission (“CRE”) under resolution number RES/1826/2017 dated August 31, 2017, which is valid for a period of 30 years from the date of issuance (the “Marketing Permit”).

Under oath, it is declared that the FUEL complies with the quality specifications for petroleum as set forth in the Official Mexican Standard NOM-016-CRE-2016, Specifications for the Quality of Petroleum, or any version thereof modified or superseded (the “NOM-016-CRE-2016”).

It holds the Liquefied Petroleum Gas marketing permit number LP/20619/COM/2017 issued by the Energy Regulatory Commission (“CRE”) under resolution number RES/2646/2017 dated July 18, 2017, which is valid for a period of 30 years from the date of issuance (the “Marketing Permit”).

II. The user declares that:

They accept this Agreement for the purpose of receiving from NWF, jointly or separately and irrespective thereof, the Services subject to the terms and conditions set forth herein.

The intended use of the fuel subject to this contract shall be for the user’s own use.

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2. DEFINITIONS

Affiliate: With respect to any entity, an Affiliate means a second entity that is controlled by the first entity. For this purpose, “control” means direct ownership of fifty percent (50%) or more of the outstanding share capital or other equity interest with ordinary voting rights.

Anti-Corruption Laws: Means all laws, rules, and regulations of any applicable jurisdiction relating to bribery or corruption, including without limitation the General Law of the National Anti-Corruption System, the General Law of Administrative Responsibilities, the Organic Law of the Federal Court of Administrative Justice, and any other applicable provisions.

Anti-Money Laundering/Counter-Terrorism Financing Laws: Means any legal requirements relating to money laundering or the financing of terrorism, including, without limitation, the Federal Law for the Prevention and Identification of Operations with Illicitly Sourced Funds, the Federal Penal Code (Articles 139, 139 Bis, 139 Ter, 139 Quater and 139 Quinqui, Articles 148, 148 Bis, 148 Ter and 148 Quater, as well as Articles 400 Bis and 400 Bis 1), and any other applicable provisions.

ASTM International: Means the American Society for Testing and Materials.

Banking Day: Means a day on which the principal banks are open for banking business in the location(s) where the payment is required to be made or received under this Agreement.

Bill of Lading - BOL: Means the title document evidencing a carrier contract that commits to deliver the Product at the destination.

Buyer: Means the purchaser of the Product or end-user as specified in the order.

Container: Means an ISO-compliant container legally suitable for the specified Product with a minimum capacity as specified in the order.

Costs: Means brokerage fees, commissions, and other transaction costs and expenses reasonably incurred by the non-breaching Party either as a result of terminating any hedging or other risk management contracts and/or entering into new agreements to replace the Terminated Transactions, as well as attorneys’ fees and litigation costs incurred by the non-breaching Party in enforcing its rights under Clauses Thirteenth and Seventeenth of this Agreement.

Day: Means a calendar day in the time zone where payment is required to be made or received under this Agreement.

Delivery: Means the moment when title and risk of loss are transferred to the Buyer in accordance with Section 6, Clause 3. “Delivery” is deemed to include “best efforts to deliver,” and the term “delivered” shall be interpreted accordingly, as shall “deliverable” and “delivered.”

Discharge Date or Discharge Date Range: Means the day or range of days on which the vessel is expected to discharge as specified in the order.

Hydrocarbons and/or Fuel: Refers to any organic compound composed exclusively of carbon and hydrogen atoms, including but not limited to crude oil, natural gas, natural gas liquids, and any derivative used for power generation or industrial processes.

Delivery Point: Means the location at a secure port and/or the receiving facilities where the Product is, or shall be, discharged/delivered.

GTC: Means these General Terms and Conditions for the Sale/Purchase of Bulk Liquid Hydrocarbons and/or Chemicals.

Loading Terminal: Means the location at a secure port and/or the loading facilities where the Product is, or shall be, loaded.

Month: Means a calendar month in the time zone where payment is required to be made or received under this Agreement.

Petrochemicals: Comprises any product derived from the processing of oil and natural gas, intended for industrial, commercial, or manufacturing applications. This includes, without limitation, ethylene, propylene, butadiene, methanol, ammonia, plastics, synthetic fibers, and other chemicals used in the production of consumer goods and specialized materials.

LP Gas or Liquefied Petroleum Gas: Refers to a mixture of hydrocarbons, mainly propane and butane, which is gaseous at ambient temperature and liquefied under pressure.

Product: Means hydrocarbons and/or petrochemicals in bulk liquid or solid form, fuels, or any other product as specified in the order.

Seller: Means the provider or marketer of the Product as specified in the order.

Shipment: Means any specific quantity of Product delivered under this Agreement as a full or partial load.

Specification: Means the quality characteristics of the Product, as received, using the then-current ASTM International standard at the time of testing, unless otherwise indicated in the order.

Marketing Date: Means the day on which the Parties agreed to the Transaction.

Transaction: Means the specific sale and purchase described in the order and executed on the Marketing Date.

Business Day: Means a day on which the office of the NWF entity conducting business is open.

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3. DELIVERY TERMS - Delivery shall be made on the terms and at the location established in the Purchase Order or Contract.

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4. QUANTITY AND QUALITY OF PRODUCT - The Products delivered to the USER shall comply with the quality specifications set forth in the applicable Quality Standards. The quality of the Product shall be determined by a representative sample taken from the storage tank at the Loading Terminal.

The quantity of the Product shall be determined as provided in the Bill of Lading issued by the Loading Terminal. The Loading Terminal shall use calibrated volumetric equipment in compliance with international requirements and specifications.

At the conclusion of loading, numbered seals shall be placed on each tanker truck or tanker, as appropriate.

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5. QUANTITY MEASUREMENT - Unless otherwise specified in the order, all quantity measurement shall be performed by a mutually selected independent inspector, the cost of whose services shall be shared equally between the Parties. The volume of the Product delivered hereafter shall be corrected for temperature in accordance with the latest API standard or ASTM International standard. All measurements and tests shall be conducted in accordance with the latest API or ASTM International standards and guidelines applicable to meter calibration and accuracy; however, if a governmental agency with jurisdiction requires a different measurement standard to be used in a given situation, the standard required by such agency shall be used. All meters used for measurements shall be tested within thirty (30) days immediately preceding each Delivery. The Party responsible for the quantity measurements shall, upon request, permit the other Party to review and copy the relevant meter test records.

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6. For Orders Relating to the Marketing of Hydrocarbons from NWF to the BUYER

First. – Purpose. The Marketer hereby agrees to supply Ultra-Low Sulfur Diesel, regular gasoline, and premium gasoline (hereinafter “FUEL”) to the User, in accordance with the terms agreed herein. The Parties agree that the marketing of FUEL is carried out by the Marketer on a non-exclusive basis to the User’s Delivery Points.

Second. – FUEL Delivery Schedule. The User shall request delivery at least two (2) days prior to the scheduled delivery date. Such request, if applicable, shall be confirmed or may be modified by the Marketer within one (1) natural day following its receipt.

Third. – Transfer of Title and Physical Delivery of FUEL. The Parties agree that the transfer of title and physical delivery of FUEL by the Marketer to the User shall be effected at the delivery location designated by the User (the “Delivery Point”) via tanker truck and/or tanker trailer.

It is understood that the transfer of title of FUEL shall be deemed complete at the time the Marketer (or a third party contracted by the Marketer or by the User with the prior consent of the Marketer) arrives at the Delivery Point with the FUEL. Consequently, from that moment the User shall assume full responsibility with respect to the use, handling, sale, administration, custody, quality, and all matters related to the FUEL.

Unless as otherwise specified in the order, title and risk of loss shall pass from the Seller to the Buyer at the Loading Terminal or applicable Discharge Terminal as follows:
- For Product not delivered in a Container, when delivery is made on the Buyer’s vessel or barge, as the Product passes the first permanent entry flange of the receiving vessel/barge.

For Product not delivered in a Container, when delivery is made from the Seller’s vessel or barge, as the Product passes the last permanent exit flange of the delivering vessel/barge.

For Product not delivered in a Container, when delivered at or from a pipeline, as the Product enters or exits the pipeline.

For Product not delivered in a Container, when delivered at or from a truck, as the Product enters or exits the truck.

For Product not delivered in a Container, when delivered at or from a rail car, as the Product enters or exits the rail car, as applicable.

For Product delivered in a Container, when the Container is Constructively Placed.

For delivery related to a FOB sale conducted by tank-to-tank transfer within a terminal or between terminals, as the Product passes the exit flange on the Seller’s tank.

For delivery related to a delivered sale (DDP, DAP, DAT) conducted by tank-to-tank transfer within a terminal or between terminals, as the Product passes the entry flange on the Buyer’s tank.

In the case of a book, line, inventory, or stock transfer, at 00:01 hours on the effective date of the respective transfer.

Fourth. – Undelivered or Unreceived Service or Volume. In the event that either Party fails to deliver or receive the FUEL in accordance with the preceding clause,

the other Party shall be entitled to indemnification for damages incurred due to such failure, pursuant to the following:

In the event of non-performance by the User, the User shall compensate the Marketer for the costs, delays, and expenses incurred by the Marketer for both delivering the FUEL to the Delivery Point and making the Services available.

In the event that the FUEL cannot be maintained at the Delivery Point, the User shall pay, in addition to the Marketer, the costs, delays, and expenses incurred by the Marketer for its removal. The Marketer shall issue the corresponding debit note and provide the User with a breakdown of the applicable charges.

Fifth. – Quality of FUEL. The Marketer undertakes to deliver to the User at the Delivery Point FUEL that meets the specifications set forth in NOM-016-CRE-2016.

Sixth. – Price and Consideration. The User acknowledges and agrees that the price and consideration for the FUEL and Services, on a per-unit basis, shall be the prevailing rate at the end of delivery at the Delivery Point, determined by the Marketer in accordance with the provisions and terms established by the CRE in the applicable Regulation.

Seventh. – Claims. Once receipt of the FUEL has been confirmed and in the event of a discrepancy between the invoiced net liters and the actual quantity received, the User shall notify the MARKETER of such discrepancy. Upon receipt of the notification, the Marketer shall conduct an investigation to clarify the difference. For this purpose, the carrier will have a period of forty-eight (48) natural hours, subsequent to the product’s receipt, to gather evidence justifying the discrepancy in volume, which must be sent by email to the following recipients:

Anahi Soto sotoa@nwf.mx

Jafet Olvera olveraj@nwf.mx

Claims quejas@nwf.mx and francoj@nwf.mx

The evidence must include the following documentation:

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A calibration certificate for the tanker truck issued by a laboratory accredited by the EMA, which must contain:
- The volume contained in the tank at the reference temperature of 20°C, V20°C.
- The uncertainty of the volume, U (V20°C).
- The remaining volume.
- Identification details of the tank.
- Identification details of the tractor.
- The reference height, H.
- The wet measurement at the reference level, h.
- The dry measurement from the reference level, Cn.

The height of the wheels.
The tire pressure.

The initial and final readings from the Veeder Root (SGM) sales system.
Video and/or photographic evidence showing the tanker empty upon completion of unloading.
A tank leak test (not older than one year).
Photographic evidence of the seals on the valve box and dome to confirm no violation, where applicable.
Satellite tracking evidence showing no unauthorized stops by the Security Personnel from the Loading Terminal to the final customer.
Scale tickets with full and empty weights and evidence of the route without unauthorized stops at a public scale en route to the destination.
Photographic evidence of bolt securing with welding on the valve box, with the tank number clearly visible on such evidence.
Access to CCTV footage showing the yard and/or routes where the units contain the aforementioned devices.
A report of alarms triggered by sensor devices in the dome and valve box.

Any claims or complaints arising shall be submitted by email to the above addresses. The email subject shall specify the user’s legal name/name, the type of product, and the event date. In the body of the email, a detailed description of the claim must be provided along with all supporting documentation. Upon sending the email, the claim shall be addressed as promptly as possible, with the claim being either confirmed or rejected as appropriate. If necessary, within a period of seven (7) business days after receipt of the claim, additional information may be requested.

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7. (For Orders Relating to the Marketing of LP Gas and Petrochemicals from NWF to the BUYER)

First. – Purpose. NWF hereby agrees to supply Propane HD-5, Xylene, Toluene, Hexane, Heptane, Methanol, Ethanol, and/or Acetone (hereinafter “Products”) to the User, in accordance with the terms agreed herein.

The Parties agree that the marketing of the Products is conducted by NWF on a non-exclusive basis to the User’s Delivery Points.

Second. – Transfer of Title and Physical Delivery of LP Gas and/or Petrochemicals. The Parties agree that the transfer of title and the physical delivery of the Products by NWF to the User shall be effected at the delivery location designated by the User (the “Delivery Point”).

It is understood that the transfer of title to the Products shall be deemed complete upon NWF’s (or the third party contracted by NWF or by the User with NWF’s consent) arrival at the Delivery Point with the Products. Consequently, from that moment on the User shall assume full responsibility with respect to the use, handling, sale, administration, custody, quality, and all related matters regarding such Products.

Third. – Supply Terms. The User shall propose to NWF the contractual volume of the Products subject to this Contract through communication via the authorized email addresses provided herein. Once an agreement is reached between the Parties, NWF shall send the User the Purchase Confirmation Agreement (“PCA”), which shall include the volume, delivery location, delivery timeframe, price, and any special terms for each operation.

The Parties agree that the PCA, as well as each PCA executed (whether in physical or electronic form) during the term of the contract, shall form an integral part of this Contract, and the Parties shall be bound by the terms set forth therein.

The final quantity of the Product(s) shall be determined in accordance with the Bill of Lading issued by the Loading Terminal. The Loading Terminal shall use calibrated volumetric equipment in compliance with international requirements and specifications.

Fourth. – Applicability. The Parties agree that the provisions of this Contract shall apply to purchases made from the effective date stipulated herein.

Fifth. – Undelivered or Unreceived Service or Volume. In the event that either Party fails to deliver or receive any of the Products in accordance with this Contract, the other Party shall be entitled to indemnification for any damages suffered as a result of such failure, based on the following provisions:

In the event of non-performance by the User, the User shall compensate NWF for the costs, delays, and expenses incurred by NWF both for delivering the Product(s) to the Delivery Point and for making the Services available.

In the event that the Product(s) cannot be maintained at the Delivery Point, the User shall additionally pay NWF for the costs, delays, and expenses incurred by NWF for its removal. NWF shall issue the corresponding debit note and provide the User with a detailed breakdown of such charges.

Sixth. – Product Specifications. NWF undertakes to deliver to the User at the Delivery Point the Product(s) that conform to the specifications set forth in the PCA.

Seventh. – Price and Consideration. The User acknowledges and agrees that the price and consideration for the Product(s) and Services, on a per-unit basis, shall be as agreed by the Parties through the PCA.

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8. General Provisions Applicable to All Transactions

From this section onward, the terms and conditions set forth herein shall apply to all transactions conducted between NWF and the Client, regardless of the product or service contracted.

This section shall apply in a supplementary manner to the Agreement, Order, and/or Contract executed between the Parties. These terms shall govern any

agreement, purchase order, contract, or any other document formalizing the commercial relationship between the Parties, unless otherwise agreed in writing.

First. – Invoicing and Payment Terms. Unless otherwise stated in the Order, payments shall be made according to the following terms:

Advance Payments. When advance payment is required under this Agreement, the Buyer shall provide such payment on the date specified in the applicable order. If no date is specified, payment shall be made at least two (2) Banking Days prior to the scheduled delivery date of the Product.

Credit Payments. When payment is made after the delivery date of the Product, the Client shall provide NWF with a guarantee that complies with applicable law. Such guarantee must be in a form and substance acceptable to the Seller and shall guarantee the payment of the value of the Product delivered during the term of the Agreement.

If the User fails to make any payment established herein, the Marketer may, without any liability, refuse to provide the Service or to continue the marketing and delivery of the FUEL and/or suspend credit and/or delivery either temporarily or permanently. If payments have been guaranteed by a bond policy, upon the first default on the payment for the FUEL, the Service or its marketing and delivery shall be immediately suspended.

In the event that the User fails to make total payment for the sale of the FUEL either on (i) the payment date indicated in the invoice or (ii) the payment date specified in the purchase order, sales contract, or any other document whereby the payment for the FUEL sold by NWF has been agreed, interest on the outstanding balance shall accrue for each day of delay. Such interest shall be calculated daily at the 28-day equilibrium interbank interest rate (“TIIE”) published by the Bank of Mexico on its official website plus 2 percentage points, from the date of default until full payment is made. The User hereby undertakes to pay such default interest without prior notice.

Second. – Termination. The Parties agree that the contractual relationship may be terminated without penalty and without a judicial declaration under the following circumstances:

By written notice provided to the other Party at least 30 (thirty) business days in advance, in which case the obligations of the Parties shall remain in full force and effect during the period between the notice date and the effective termination date in accordance with this clause.

Due to material impossibility to continue executing the Agreement.

In the event of a Force Majeure event lasting for more than 3 (three) consecutive months or more than 6 (six) months within any 12 (twelve) month

period.

Upon a firm judicial or administrative resolution by a competent authority ordering the termination of the Agreement.

In the event of a Change in Applicable Regulation as provided herein.

In the event of bankruptcy, dissolution, liquidation, or insolvency of any Party.

The early termination of the contractual relationship shall not release the Parties from their confidentiality obligations or from paying any amounts owed to the other Party under these GTC, so that early termination does not exempt any obligations accrued to the date of termination.

Third. – Suspension. The Marketer may temporarily suspend the Services, without liability and without the need for a judicial declaration, without prejudice to any other rights or legal remedies, when any of the following circumstances arise:

Non-payment of any invoice or debit note by the User in accordance with this Agreement.

In the event of Force Majeure.

Upon a firm judicial or administrative resolution by a competent authority ordering the suspension of this Agreement.

When the providers of storage, transportation, or distribution services involved in deliveries to the Users perform maintenance or necessary modifications to their facilities. The Marketer shall notify the User of such suspension no later than the next business day after receiving notice from the service providers.

Such suspension, if applicable, shall warrant necessary adjustments to the Delivery Schedule and other terms.

The notice of suspension shall be provided in compliance with the "Notices and Communications" clause.

Fourth. – Termination for Breach. The Parties agree that if the User commits any of the following acts, the Marketer may, at its discretion, terminate the Agreement effective immediately without the need for judicial declaration. Conversely, if the User seeks termination, a judicial declaration ordering termination shall be required.

If either Party breaches any obligation (except as provided in the Force Majeure clause), the non-breaching Party shall have the right to demand performance of the Agreement or to determine termination in the event that any of the following occurs:

Circumstances attributable to the User:

Failure to pay any invoice or debit note within 10 (ten) natural days after the due date.

Failure to obtain the permits and authorizations required by the competent authority.

Any representation by the User that later proves to be false or incorrect regarding compliance with the technical or commercial requirements stipulated or issued by the competent authority.

Being listed by the Mexican government and/or foreign governments as engaged in alleged illicit practices.

A firm judicial or administrative resolution by a competent authority ordering termination of the Agreement.

Termination of another contract between the User and the Marketer due to breaches of anti-corruption, compliance, or legal obligations.

The commission of any act of corruption or breach related to compliance or legal obligations in connection with this Agreement.

The User’s declaration or confession of having committed acts of corruption or breaches in compliance with legal obligations in relation to this Agreement.

The User being convicted or sanctioned by judgment or resolution for offenses or breaches related to corruption or compliance matters connected with this Agreement.

The User’s omission to disclose or report, during the contracting process, at the signing of the Agreement or during its execution, the fact of having committed acts of corruption or breaches in compliance or legal obligations, or having been sanctioned or subject to investigation for such offenses or breaches by a competent authority.

Circumstances attributable to NWF:

Revocation of the marketing permit by firm judgment or administrative resolution.

Entering into transportation, storage, or distribution service agreements with parties that do not hold the permits required under the Hydrocarbons Law.

Any representation made by NWF that later proves to be false or incorrect regarding compliance with technical or commercial requirements stipulated or issued by the competent authority.

A firm judicial or administrative resolution by a competent authority ordering termination of the Agreement.

Termination of another contract between the Marketer and the User due to breaches related to anti-corruption provisions.

The commission of any act of corruption or breach by NWF regarding compliance or legal obligations in relation to this Agreement.

NWF’s declaration or confession of having committed acts of corruption or breaches in compliance with legal obligations in relation to this Agreement.

NWF being convicted or sanctioned by judgment or resolution by a competent authority for offenses related to corruption or compliance matters connected with this Agreement.

NWF’s omission to disclose or report, during the contracting process, at the signing of the Agreement or during its execution, the fact of having committed acts of corruption or breaches regarding compliance or legal obligations, or having been sanctioned or subject to investigation for such offenses or breaches by a competent authority.

The Party in compliance shall notify in writing the defaulting Party of the occurrence or update of any of the circumstances mentioned above that give rise to termination for breach.

Notwithstanding the foregoing, NWF shall have the unconditional right to terminate the Agreement.

Termination shall not release the Parties from the performance of any obligations or payments incurred during the term of the Agreement, including those obligations that must be performed following termination. In the event that the defaulting Party is the User, such Party shall also pay NWF a contractual penalty in the amount of

$50,000.00 (fifty thousand pesos).

Fifth. – Environmental Protection. The Parties undertake to take all reasonable measures to protect the environment (both at and outside the Delivery Point) and to minimize any damages or alterations caused by pollution and other consequences of their operations.

In the event of spills or seepage of FUEL into the ground due to the User’s operations or natural phenomena, the User shall immediately notify the National Agency for Industrial Safety and Environmental Protection of the Hydrocarbons Sector to prevent harm to the population or the environment, and shall remediate

the contaminated site at its own expense in accordance with the applicable Regulation.

Sixth. – Insurance. The Parties shall be responsible for maintaining the insurance policies required by applicable law and any additional coverage they deem necessary. The existence of such insurance policies shall not exempt or release the Parties from their liability for any damages they may cause to the other Party.

Seventh. – Liability of the Parties.

The Parties shall adhere to the applicable legislation and regulations regarding industrial safety and environmental protection as issued by the competent authorities. Any liabilities and damages incurred as a result of non-compliance shall be borne by the Party at fault.

Damages caused by either Party to the other or to third parties due to negligence, intent, or bad faith shall be borne by the Party causing the damage. In cases where such damages occur without negligence, intent, or bad faith, each Party shall bear its own losses without the right to indemnification.

Under no circumstances shall the Parties be liable to one another for indirect, punitive, or consequential damages that are not immediate. If one Party causes damage and the affected Party initiates legal action against the non-causing Party—resulting in expenditures such as attorneys’ fees.

Eighth. Other Obligations. The Parties shall be required to comply with the provisions issued by the Competent Authority regarding supply security. The implementation of these measures shall not constitute a breach of the obligations established in this Agreement for the Parties.

The User undertakes with NWF to:

Comply with the applicable environmental, industrial, and operational safety measures at the Delivery Point for the collection of hydrocarbons and/or petrochemicals.

Ensure that the individual designated to collect the FUEL complies with the environmental, industrial, and operational safety measures established at the Delivery Point.

The User declares under oath that the FUEL acquired from the Marketer shall be for their own use as an end-user. Therefore, the User undertakes to hold the Marketer harmless from any requirement, sanction, or similar action issued by the competent authority in relation to the use the User makes of the acquired FUEL.

The Parties agree that if the Marketer is required by the authority in connection with this paragraph, the User shall indemnify the Marketer for damages and losses

arising therefrom, including but not limited to attorney fees, fines, and other expenses incurred as a result of addressing such requirements.

Ninth. Notices and Communications Notices, communications, and any notifications (including service of process) between the Parties shall be made via email or in writing and shall be effective when sent to the address or email indicated below:

From the Marketer

Address:

Avenida Jiménez 465 Torre San Pedro Piso 4 401-A Oficina 5 Colonia Centro, San Pedro Garza García, Nuevo León CP 66230

Email:

legal@nwf.mx

The Parties agree that, for general communications, NWF may notify the User via ordinary mail, courier, or electronic communication methods.

Tenth. Confidentiality The Parties, their affiliates, subsidiaries, branches, executives, agents, and any employee who has access to the information of each Party must treat and maintain such information as confidential during the execution of this Agreement and may not use or reproduce it, in whole or in part, for purposes other than those stipulated in this Agreement without the prior written consent of the other Party.

The Parties agree that such information may be disclosed to their employees, in whole or in part, only to the extent necessary for the execution of the Agreement’s purpose and only when such employees are directly related to its execution. Likewise, the Parties agree not to make any announcements or provide any information to individuals not directly related to the Agreement, including but not limited to the press, commercial entities, or any official body, unless prior written consent from the other Party has been obtained.

Additionally, the obligations contained in this clause shall extend to each Party’s personnel, and any breach by such personnel shall be the responsibility of the Party whose personnel committed the violation. The Parties must take all necessary measures to ensure their personnel maintain the confidentiality of such information, including but not limited to the establishment of procedures and the signing of agreements to secure the confidentiality of the information, taking all necessary measures to prevent unauthorized disclosure, and remedying any consequences resulting from non-compliance.

The Parties acknowledge and agree to consider as confidential all technical, legal, administrative, accounting, financial, and documented information in any material format related, directly or indirectly, to the Agreement.

Notwithstanding the above, confidentiality obligations shall not apply to: (i) Public domain information that was not made public due to a breach of the Agreement; (ii) Information obtained prior to its disclosure without violating any confidentiality obligation; (iii) Information obtained from third parties who have the right to disclose it without violating a confidentiality obligation; (iv) Information that must be disclosed pursuant to Applicable Regulations; and (v) Information that must be disclosed by legal requirement or request from Competent Authorities, provided that the failure to disclose would subject the required Party to civil, criminal, or administrative sanctions, and provided that the required Party promptly informs the affected Party of the request for disclosure.

The Parties agree that any imminent or actual violation by any Party may cause irreparable harm to the Disclosing Party for which legal remedies would be inadequate. Therefore, the Disclosing Party shall be entitled to seek immediate equitable relief, including an injunction and specific performance (without the need for proving damages or demonstrating the insufficiency of monetary damages and without posting a bond) to prevent the Receiving Party or its Representatives from disclosing Confidential Information (in whole or in part), in addition to any other rights and remedies available under law or equity.

Confidentiality obligations under this clause shall remain in effect for a period of two

(2) years from the Agreement’s termination date.

Eleventh. Privacy of Information To the extent that the Federal Law on the Protection of Personal Data Held by Private Parties, its Regulations, and other applicable provisions apply to the Parties in connection with this Agreement or its execution, the Parties shall be responsible for complying with the requirements of such data protection legislation.

Furthermore, the Parties shall be responsible for the handling, storage, and protection of personal data and sensitive information. They shall indemnify, defend, and hold harmless each other from any claim, proceeding, dispute, trial, fine, penalty, or breach of any kind that arises against either Party due to the illegal or improper use of personal data and/or sensitive information belonging to the other Party. In case of non-compliance, the responsible Party shall pay for the costs and legal fees incurred in the defense of the affected Party.

Twelfth. Anti-Corruption, Compliance, and Legal Obligations During the execution of this Agreement and while its rights and obligations remain in force, the Parties undertake to conduct themselves with ethics, integrity, and compliance with current anti-corruption, compliance, and legal obligations, as well as future modifications and the provisions of this Agreement. They shall adopt reasonable measures to ensure their employees, as well as the employees of their affiliates, comply with the provisions of this clause.

Each Party must immediately inform the other of any act or omission that may be considered an act of corruption or a violation of compliance or legal obligations, and at all times must grant access to the other Party and competent authorities to

any relevant documents for determining such acts, as well as allow any inspections deemed necessary by authorities.

Accordingly, each Party must promptly notify the other regarding:

Any action taken, request made, or demand received that could constitute a violation or infringement of compliance or legal obligations related to this Agreement or a breach of anti-corruption obligations; or

Any complaint, proceeding, or investigation related to corruption or compliance breaches initiated against them that is connected to this Agreement.

If either Party falls within any of the conditions of termination due to non-compliance with anti-corruption or compliance obligations, the other Party shall have the right to claim damages caused by the breach, without prejudice to any applicable criminal or administrative sanctions.

Thirteenth. Assignment of Rights and Obligations The Parties agree that the rights and obligations contained in this Agreement may not be assigned, transferred, alienated, or otherwise conveyed to third parties unless express written consent is obtained from both Parties. Any assignment made in contravention of this Clause shall be void and without legal effect.

Notwithstanding the foregoing, the Marketer may assign the rights and obligations arising under this Agreement to any of its subsidiaries or affiliates, provided that written notice is given to the User at least ten (10) calendar days in advance.

Fourteenth. Force Majeure Except as otherwise stated other than this Agreement, neither Party shall be liable for failure to perform any of its obligations under this Agreement to the extent and for the period that performance is rendered impossible due to a force majeure event. The Party invoking Force Majeure shall employ reasonable efforts, including financial expenditures, to mitigate or remedy the effects of the Force Majeure event.

The Party invoking Force Majeure shall notify the other Party: (i) that the Force Majeure event has occurred, and (ii) the moment when the Force Majeure event ceases to prevent performance of this Agreement. The notification under subsection

(i) shall be made via telephone or email as soon as reasonably possible after the Party becomes aware of the event, and in writing no later than ten (10) calendar days following the date the invoking Party became aware of the events described in subsection (i).

The written notification shall include a description of the event, its effects on compliance with obligations, supporting evidence for its applicability, and its estimated duration. The affected Party shall also provide the other Party with periodic updates at least once every fifteen (15) calendar days during the duration of the Force Majeure event. These updates shall keep the other Party informed of

any changes, developments, progress, or other relevant information regarding the Force Majeure event. Furthermore, the notification under subsection (ii) shall be made within twenty-four (24) hours following the cessation of the Force Majeure event that previously prevented compliance with this Agreement.

If a Party disputes the occurrence of a Force Majeure event, the burden of proof shall rest on the Party claiming its existence, and it may pursue legal procedures as provided under the "Applicable Law and Jurisdiction" clause.

Fifteenth. Change in Applicable Regulations In the event that competent authorities enact laws, decrees, regulations, or other provisions that amend existing ones and significantly affect compliance with the obligations or stipulations contained in this Agreement, the Parties may terminate this Agreement early upon prior notice to the other Party, in accordance with subsection (i) of the "Termination" clause, or they may request modification of the Agreement without the need for a judicial notification, with the understanding that the obligations under this Agreement shall remain in full effect until such termination or modification takes effect.

If modification of this Agreement is requested to align it with laws, decrees, regulations, or provisions issued by competent authorities, the Parties commit to negotiating in good faith. If one of the Parties does not agree with the proposed modifications, this Agreement shall be terminated without the need for judicial declaration and without liability for the Parties beyond obligations previously accrued. Such termination shall be communicated using any of the means provided in this Agreement.

Sixteenth. Novation This Agreement incorporates all provisions governing the purchase and sale of the Products and Services, superseding and rendering null and void any prior contracts and agreements entered into between the User and the Marketer concerning the purchase, transportation, storage, and distribution of hydrocarbons and/or petrochemicals or any other type of Services covered by this Agreement.

No prior Agreement or negotiation between the Parties, no transaction history, nor any statement made by any public official, employee, agent, or legal representative of the Marketer prior to the execution of this Agreement shall be admissible in its interpretation. The User confirms that no implicit statements made by the Marketer have motivated or induced them to enter into this Agreement.

Seventeenth. Relationship of the Parties The Parties are independent entities, and nothing contained in this Agreement shall be construed or interpreted as creating a partnership, association, principal-agent relationship, or joint venture between them. 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.

Eighteenth. Rules of Interpretation The words "including" and "includes" shall be interpreted as followed by the phrase "without limitation." Whenever the context requires, any pronoun shall include the masculine, feminine, and neutral forms. The word "or" is not exclusive.

Nineteenth. Entire Agreement, Amendments, and Modifications This Agreement (which includes the order) constitutes the full and final understanding between the Parties regarding the subject matter hereof. No amendment, change, modification, or addition to any provision of this Agreement shall be binding unless agreed upon by both Parties and confirmed in writing (email transmissions shall constitute written confirmation under this provision).

All prior or contemporaneous oral or written agreements between the Parties regarding the subject matter hereof, or proposals related thereto (including any conflicting terms or conditions or any implied agreement arising from the course of dealing), are superseded by this Agreement. There are no representations, warranties, understandings, or agreements regarding the subject matter hereof other than those expressly set forth in this Agreement, and all proposals, negotiations, and representations related thereto are merged herein.

Twentieth. Acceptance of Terms By entering into any contract with NWF, including the issuance or acceptance of any order, the Parties shall be deemed to have accepted these Terms and Conditions unless either Party provides written notice to the contrary within two (2) Banking Days after receiving the order. Failure to object to the order within said two (2) business-day period shall be deemed acceptance of these terms and conditions by the Parties.

Twenty-First. Headings The headings of the clauses in this Agreement are provided solely for convenience of reference and shall not limit or otherwise affect the meaning of any provision in this Agreement.

Twenty-Second. Severability If any clause or provision of these terms is declared null, invalid, or otherwise rendered ineffective, such determination shall not affect the validity and effectiveness of the remaining clauses.

The Parties agree that if any clause of this Agreement is declared null, invalid, or otherwise legally ineffective, they shall modify such clause or provision in a manner that makes it lawful, valid, and effective while maintaining, to the greatest extent possible, the commercial intent of the Parties as originally expressed in the null, invalid, or ineffective clause.

Twenty-Third. Governing Law and Jurisdiction These terms and conditions shall be governed by and construed in accordance with the federal laws of the United Mexican States. The Parties expressly submit to the exclusive jurisdiction of the competent Federal Courts in Monterrey, Nuevo León, Mexico, and expressly waive any other jurisdiction to which they may be entitled due to their present or future domicile or for any other reason.

In case of discrepancies between the purchase confirmation issued and the provisions of this Agreement, the terms of this Agreement shall apply.

The Parties acknowledge and agree that digital or electronic signatures shall have the same validity and effect as physical autograph signatures.

Last updated: May 19, 2025

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