Latest General Conditions are filed at the Rotterdam District Court - April 22, 1996

General Conditions of Inpechem Inspectors B.V., Rotterdam

Article 1 - Definitions
Agreement : shall mean any agreement entered into for the performance of services by Inpechem Inspectors B.V. (hereinafter : "IPC")

IPC : shall in all cases mean IPC, contracting for itself or as agent of and trustee for its servants, agents, subcontractors and assigns. Any reference to IPC in these General Conditions shall be deemed to include all such servants, agents, subcontractors and assigns, so that such persons or entities shall have the benefit of these General Conditions.

Force Majeure : for the purposes of these General Conditions, the following facts shall, irrespective of their origin, inter alia constitute force majeure for IPC:

1. any defect or inherent vice of the products, changes in quality of product/deterioration through expiry of time or impact of light, isomerization, polymerization or other (chemical) r eactions, formation of sediments, condensation, fermentation, damage by micro-organisms etc.;
2. governmental regulations, mobilization, war, requisitioning, quarantine measures, epidemics, obstructions to access to Benelux ports or to ports of shipment, import-export and t ransit-prohibitions or restrictions, injunctions whereby assets are attached, strikes, actions to work the rule, occupation, blockade, lock-outs, sabotage, riots, insurrection, looting, stagnation in the supply of power and any other similar circumstances;
3. fire, smoke, explosion, atomic nuclear reactions, floods, storms, obstructions to shipping or to transport roads or transport ways by land or by water, defects of packing materials, of containers or of the means of transport, interference with any operations, whatever their nature, whether inside or outside the premises;
4. any other circumstances that IPC could not reasonably have avoided, prevented or forestalled.

Principal : shall mean the persons or entities from whom the instructions to act and/or the nominations have originated directly or indirectly, and their assigns.

Services : for the purposes of these General Conditions the services of IPC shall include:

1. quantitative and/or qualitative inspection, testing and/or other services with regard to solid, liquid, gaseous or other products and the producing of reports and certificates relating thereto;
2. analytical testing at our laboratory;
3. cleanliness or gasfree testing;
4. safety audits;
5. tankcontainer inspections;
6. training;
7. supply and adding of inhibitors, stabilisers, dyes and biocides;
8. supply of laboratory equipment;
9. supply of testing material, field test-equipment;
10. consultancy
11. arbitration/witnessing

Article 2 - Applicability of these General Conditions

1. IPC shall issue offers and perform all its Services exclusively on the basis of these General Conditions, unless otherwise explicitly agreed in writing.
2. Unless explicitly agreed otherwise in writing, these General Conditions shall govern all legal relationships between the Principal and IPC, also after renewal or termination of the Agreement.
3. General Conditions, if any, that are in any way referred to by the Principal or that might be declared applicable by the latter are hereby explicitly rejected by IPC and shall explicitly not be applicable to the Agreement between the Principal and IPC.

Article 3 - The Services

1. IPC will provide its Services in accordance with :
   1. the specific instructions from the Principal, as confirmed by IPC or failing these the standard IPC instructions;
   2. the terms of IPC's standard forms, if used;
   3. such methods as IPC shall consider suitable on technical grounds;
   4. relevant standards, customs or practices customary in the specific trade.
2. If IPC is to perform Services for two or more Principals who are not in agreement as to the instructions, IPC will be free to comply with the instructions of both of these Principals.
3. IPC shall be entitled to perform any of its obligations herein by itself or by its parent, subsidiary or affiliated/associated companies or by an independent subcontractor. IPC shall also be entitled to procure the provision of Services solely as an agent for the Principal. In any such case, IPC may choose not to make a contract with the Principal but to act solely on behalf of the Principal in arranging a contract for services directly between the Principal and the relevant third party.
4. Orders received by an employee of IPC for assignments outside The Benelux can be forwarded on behalf of the Principal to the appropriate foreign based affiliated/associated Inpechem Inspectors BV company or correspondent, who will solely and fully be responsible for all matters in connection with the order/nomination received, including directly acting for and reporting to the Principal.

Article 4 - IPC's obligations

1. Any of IPC's offers to perform Services and verbal promises shall be without engagement.
   
2. IPC will perform all its Services to the best of its abilities, with due care and skill, such for the account of the Principal.
   
3. During and after the period in which Force Majeure or the consequences thereof impede or prevent IPC from fulfilling its obligations, IPC shall not be required to fulfill its obligations. In case of Force Majeure, IPC may alternatively decide to rescind the Agreement.
   
4. IPC shall not be liable for damage, loss, claims of third parties, fines and/or costs, arisen in any way whatsoever, unless the Principal is able to prove that such damage, loss, claims of third parties, fines and /or costs have been caused by wilful intent of gross negligence of IPC.
   
5. The liability of IPC, its servants, agents and subcontractors to the Principal in respect of any claims for damage, loss, fines and/or costs of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to five times the amount of the fees and/or charges payable in respect of the specific Service required under the particular Agreement which gives rise to such claims, or € 22,689. whichever is the lower amount. IPC shall in no case be liable for delay in the performance of its Services, loss of profits or indirect or consequential damages, loss or costs.
   
6. All claims against IPC shall lapse if they have not been notified in writing to IPC within 15 days from the date of the event or occurrence alleged to give rise to a cause of action against IPC. Claims shall in any case lapse if no legal proceedings have been instituted within 12 months from the date of the event or occurrence alleged to give rise to a cause of action against IPC.

Article 5 - The Principal's obligations

The Principal agrees that he shall :

1. ensure that all information and instructions to IPC are given in due time to enable the required Services to be performed effectively;
2. ensure that installations, ships, refineries etc. are aware of the instructions to IPC and that the representatives of IPC will be permitted to execute such instructions without hindrance. IPC cannot be held responsible for total or partial nonexecution of the Principals's instructions which cannot be executed due to limitations placed on its performance by third parties.
3. procure all necessary access for IPC's representatives to goods, premises, installations and means of transport;
4. supply, if required, any special instrument necessary for the performance of the required Services;
5. ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of Services and will not rely, in this respect, on IPC's advice whether required or not;
6. ensure proper packaging of products or goods delivered for testing;
7. take all necessary steps to eliminate or remedy obstruction to or interruptions in the performance of the required Services;
8. fully exercise all his rights and discharge all his liabilities under the relevant contract of sale, whether or not a report or certificate has been issued by IPC, failing which IPC shall be under no obligation to the Principal.
9. not be entitled to rescind the Agreement in case of temporary force majeure, affecting only part of the Agreement.
10. guarantee, hold harmless and indemnify IPC and its servants, agents and subcontractors against any claims made by any third for loss, damage or expenses of whatsoever nature and howsoever arising relating to the performance, purported performance or non-performance of any Services to the extent that the loss, damages or expenses are not caused by the wilful intent, or gross negligence of IPC and to the extent that the aggregate of any such claims relating to any one service exceeds the limit mentioned in Article 4, paragraph

Article 6 - Documents

1. Documents reflecting engagements contracted between the Principal and third parties, such as copies of contracts of sale, letters of credit and bills of lading are, if received by IPC, considered to be for information only, without changing IPC's obligations whatsoever.
2. Subject to the Principal's instructions, IPC will issue reports and certificates which reflect statements of fact and comments made with due care within the limitation of the instruction received and relating exclusively to the work referred to in the report. IPC will be under no obligation to refer to or report upon any facts or circumstances which are outside the specific instructions received.
3. The report covering the work or Services of IPC will be furnished to the Principal for his exclusive use and not for the use by/of any other person or entity. Following express or implied instructions from the Principal, IPC shall be irrevocable authorised to deliver the report to a third party. Delivery of a report to any other person or entity does not constitute a representation by IPC of any matter stated in this report to anyone other than its Principal. No person or entity, other than the Principal, in whose possession a copy of this report shall come, shall have any right against IPC, its parent, subsidiaries or affiliated companies, their employees, agents or subcontractors.

Article 7 - Fees and charges

1. Unless explicitly agreed otherwise in writing, all fees and charges in relation to the Services to be performed shall be in accordance with IPC's published book rates exclusive of any taxes which, if due, shall be for the account of the Principal and shall be paid to IPC at first request.
2. If the costprice of IPC is affected by changes in the costs of labour or in the value of money, by governmental regulations or amendments thereof or by any other factor beyond the control of IPC, inclusive of measures in the interest of safety of the environment, or if IPC has to alter its fees and/or charges in connection with local usage or local circumstances, then IPC shall be entitled correspondingly to alter its fees and/or charges agreed with the Principal, provided that a period of three months has elapsed after the date of the Agreement. Such alterations in fees and/ or charges shall then be notified to the Principal, shall take effect immediately and shall be deemed to form part of the Agreement entered into.

Article 8 - Conditions of Payment

1. All amounts due by the Principal to IPC on any ground whatsoever shall be payable forthwith and shall be recoverable against the Principal's assets, the Principal not being entitled to enforce any right of set-off.
2. The invoices submitted by IPC shall be paid punctually by the Principal in full, without applying any rebate or set-off, such not later than 14 days after the date of the relevant invoices, or, alternatively, if any other period has been agreed upon in writing, within that period. In the event the due date is exceeded, the Principal shall automatically be considered to be in default and, in accordance with the law, legal interest shall become due, without demand or notice being required, such from the date of invoice until full payment. IPC will have the right to suspend the performance of its Services for as long as any of its invoices remains unpaid.
3. IPC shall be entitled to charge all extra-judicial and judicial collection costs to the Principal. The extra-judicial collection costs shall amount to at least 15% of the amount to be collected and these costs shall be due as soon as IPC has handed over the claim for collection.

Article 9 - Changes to these General Conditions

No employee, agent or subcontractor of IPC, other than a registered Managing Director of IPC, has the authority to alter or waive any of the provisions of these General Conditions or to make any representation which will in any way conflict with or override any of these provisions; and no such alteration, waiver or representation shall be binding upon IPC unless in writing and signed in person by a registered Managing Director of IPC.

Article 10 - Partial invalidity

Should any one of the articles of these General Conditions be or become invalid and/or be declared null and void, then the validity of the other articles shall not be affected thereby. Instead of the invalid article and/or the article which has been declared null and void, a provision shall in that event be deemed to have been agreed upon that forms the nearest approach, within the framework of what is legally feasible, to the intention and spirit of the invalid article and/or the article which has been declared null and void.

Article 11 - Applicable Las and Jurisdiction

1. All Agreements between IPC and the Principal shall be governed exclusively by Dutch Law.
2. All differences that might arise between IPC and the Principal and/or that are subject to these General Conditions shall have to be submitted by the Principal and can be submitted by IPC for adjudication to the Arrondissements Court of Rotterdam inasfar as such Court has jurisdiction in the specific matter according to Dutch Law.

The above General Conditions have been filed of record in the English language at the Registry of the District Court in Rotterdam. These General Conditions replace IPC's previous General Conditions.

A copy of these General Conditions will be forwarded upon first request.

Rotterdam, 22 April 1996