CONTRACT REFERENCE: 224396
DATE: September 9, 2026
buyer
Castleton Commodities
2200 Atlantic Street, Suite 800
Stamford, CT 06902
United States
SELLER
NOVUM ENERGY TRADING INC.
3200 KIRBY DRIVE, SUITE 1000
HOUSTON, TEXAS 77098
UNITED STATES
TRADER: TRADER: Austin Lynch
NOVUM´S REF.: 224396
COUNTERPARTY´S REF.: PLEASE ADVISE
THIS CONTRACT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR COMMUNICATIONS (INCLUDING ANY BROKER’S CONFIRMATION) IN RELATION TO ITS SUBJECT MATTER; IT IS FINAL, BINDING AND CANNOT BE MODIFIED UNLESS IN WRITING BY THE SELLER.
PLEASE QUOTE THE ABOVE NOVUM REFERENCE IN ALL CORRESPONDENCE RELATING TO THIS TRANSACTION.
WE ARE PLEASED TO CONFIRM THE FOLLOWING TRANSACTION BETWEEN OUR TWO COMPANIES CONCLUDED September 9, 2026:
PRODUCT/QUALITY:
62 GRADE meeting Colonial Pipeline specifications.
Seller’s obligations with regard to the quality of the Product supplied are limited solely to supplying Product WHICH CORRESPONDS WITH THE DESCRIPTION AND ANY QUALITY SPECIFICATIONS SET OUT IN THIS AGREEMENT. NEITHER ANY REFERENCE TO “TYPICALS” NOR ANY PROVISION OF THIS AGREEMENT REGARDING THE TIME OF DELIVERY SHALL FORM PART OF THE PRODUCT’S DESCRIPTION OR ANY QUALITY SPECIFICATIONS. SUBJECT TO THE TERMS OF THIS AGREEMENT, ALL CONDITIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DESCRIPTION, SATISFACTORY QUALITY OR SUITABILITY OR FITNESS FOR ANY PURPOSE OF THE PRODUCT ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. BUYER WILL HAVE THE BENEFIT OF THE WARRANTY AS TO ENJOYMENT OF QUIET POSSESSION IMPLIED BY LAW IN THE AGREEMENT BUT WITHOUT PREJUDICE TO THE FOREGOING EXCLUSION.
Quantity/uom/tolerance option:
[Exactly 50,000 U.S. barrels at 60 degrees F].
delivery terms (incoterm):
FOB– Colonial pipeline. Novum will not accept Alabama origins unless otherwise expressly specified.
DELIVERY NOTES:
- SELLER NOT RESPONSIBLE FOR DELIVERY ON ALLOCATED OR FROZEN LINES.
- BASIS PASADENA, TX: Seller may at its option make delivery at another location on the Colonial Pipeline, subject to a tariff adjustment as set forth below. If delivery is via the Colonial Pipeline, pipeline tariff basis shall be Pasadena, TX.
In the event CPL delivery is at a location other than Pasadena, TX, Buyer shall pay Seller, on the volume delivered, the differential of the CPL pipeline tariff from Pasadena, TX to Linden, NJ, less the CPL pipeline tariff from the actual delivery point to Linden, NJ. Tariffs to be based on the applicable CPL Tariff Tables in effect on the date of delivery.
DELIVERY LOCATION:
Pasadena, TX (or other non-Alabama origin).
MOT (VESSEL/BARGE/TRUCK/RAIL/PIPE):
Pipeline.
CYCLE: 53
PRICE:
478.0000 CENTS USD PER US GALLON fixed and firm.
The final UNIT price per barrel shall be calculated to four (4) decimal places as follows:
If the fifth decimal place is five (5) or greater than five (5), the fourth decimal place shall be rounded up to the next numerical digit; and
If the fifth decimal place is less than five (5), the fourth decimal place shall remain unchanged.
Notwithstanding anything else contained in this agreement, the parties recognize volatility in refined product markets could result in a negative Price resulting from the calculation of the Price during the pricing period. In the event that the Price should result in a value that is less than zero, Buyer will still be required to receive the full contracted volume of Product, but in no event will Seller be liable to pay Buyer for Buyer receiving the Product. In all cases of the price being negative or zero there will effectively be a “price floor” of USD $0.00 in total for the entire quantity meaning that Buyer will pay USD $0.00 total for the Product and Seller will not be required to pay Buyer for Buyer to receive the Product. In addition, Buyer shall pay and be liable for any other amounts due under the Agreement. For the avoidance of doubt, the Buyer and Seller accept that notwithstanding the application of a price floor in the event of a negative price, the Agreement is still valid and the mutual and respective rights and obligations of each party will remain unaffected under the Agreement.
PRICING PERIOD: N/A.
QUALITY & QUANTITY DETERMINATION:
- The Quality of the PRODUCT shall be as per CPL specifications.
- The Quantity of the PRODUCT shall be based on pipeline meter ticket(s) and/or agreed book transfer quantity.
PAYMENT TERMS: 02ROI.
APPLICABLE GTC’S:
SHELL INTERNATIONAL TRADING AND SHIPPING COMPANY LIMITED, Ex Tank, Into Tank, In Situ (stock transfer), and Free Into Pipeline Deliveries, General Terms and Conditions for Sales and Purchases of Products and Crude Oil 2023 edition (“Shell 2023 GTCs”).
APPLICABLE LAW/JURISDICTION:
Texas Law.
IMPORTER / EXPORTER OF RECORD:
N/A.
PLACE OF TITLE TRANSFER:
Title and risk of loss and contamination shall pass to the Buyer at the time of book/inventory transfer. Subject to the other terms of this Agreement, risk and title on the Product delivered under this Agreement shall pass from Seller to Buyer progressively as the Product passes the inlet flange of the receiving pipeline when delivering into a pipeline or as the Product passes the outlet flange of the delivering pipeline when delivering out of a pipeline, as may be applicable. In the case of a book, in-line, in tank, inventory, or stock transfer/product transfer order, at 0001 hrs on the effective date of the respective transfer.
There shall be no guarantee, condition, warranty or undertaking (whether express or implied) that the Product will
remain of such quality and/or condition after the determination of quality at the pipeline flange delivery point. Seller shall have no liability for any deterioration in the condition and/or quality of the Product after the risk and title in the Product transfer to Buyer. Any loss of or damage to the Product during or after delivery or any pollution of or harm to the environment shall in each case be the responsibility of and for the account of Buyer.
TERM:
Spot
PIPELINE TARIFF RECOVERY:
In the event that product is input in the pipeline at a location other than the price basis location, then buyer agrees to pay seller, for the volume delivered, the pipeline tariff differential between the price base location and actual origin point, based on the applicable pipeline tariff tables in effect for the date of delivery.
1. PAYMENT
Payment shall be effected without any offset, deduction or counterclaim whatsoever, in US Dollars by wire transfer of immediately available funds to the Seller’s nominated bank account, not later than two (2) New York Bank days after the receipt of Seller’s invoice (fax/ PDF/email acceptable) upon receipt of the following payment documents:
Seller's commercial invoice (fax/ PDF/email acceptable).
Copy of meter tickets and or agreed book transfer quantity.
In the event pricing is not completed by payment due date, Buyer agrees to pay a provisional invoice for the confirmed discharge Quantity and Provisional Price as per clause “07. PRICE” hereinabove based on the average of all quotations available at time of invoicing.
Payment of any balance due by the Buyer to the Seller or any refund due by the Seller to the Buyer shall be made promptly without any offset, deduction, or counterclaim into the receiving party´s nominated bank account, not later than two (2) New York working days after receipt of the final balance invoice which shall be sent as soon as possible after the relevant pricing becomes available.
In the event payment falls due on a Saturday or New York bank holiday other than a Monday, the payment date shall be the first preceding New York banking day. In the event payment falls due on a Sunday or a Monday New York bank holiday, the payment date shall be the first following New York banking day.
In the event of book transfer, payment shall be due and payable on the effective date of the book transfer.
The Seller shall have no responsibility or liability towards the Buyer for any loss or damage the Buyer may suffer from making any payment to any person, entity or bank account not notified by the Seller's authorized employees.
In the event that the Buyer receives any request for payment to Seller to be made to a bank account which is different from that which is nominated by the Seller (in its commercial invoice) Buyer shall be required to forthwith verify and re-confirm the request before any payment is made by Buyer to the bank account set out in the said request.
The Buyer shall at its sole responsibility and liability ensure, verify, and confirm, the accuracy and authenticity of any actual or alleged change made or notified in respect of the Seller's payment or banking information.
Calculation of final payment
The final payment amount shall be equal to the Final unit price multiplied by the Quantity as determined in accordance with the “QUALITY AND QUANTITY DETERMINATION” clause herein.
Interests
Any amount payable for any cargo of product or otherwise payable by Buyer to Seller hereunder shall, if not paid when due, bear interest from payment due date until the date payment is received by Seller at an annual rate (based on a 360-day year) equal to the rate of eight (8) percentage points above the Secured Overnight Financing Rate (SOFR) term rate effective for payment due date as published in the Wall Street Journal, but not more than the maximum rate of interest permitted under Applicable Law. Buyer shall pay such interest with to be inserted to avoid fake payment instructions in five (5) days following receipt of Seller’s invoice for such interest.
The provisions of this Section shall not be construed as an indication of any willingness on the part of the Seller to provide extended credit as a matter of course, and shall be without prejudice to any rights and remedies which the Seller may have under the Agreement or otherwise. Any expenses incurred by the Seller, including but not limited to reasonable legal fees, court costs and collection agency fees, caused by delayed or nonpayment by the Buyer of the amount(s) due shall be for the account of the Buyer and payable upon demand with supporting documentation.
2. CREDIT TERMS
Should this Agreement elsewhere provide that the Buyer is granted credit by the Seller; such credit nevertheless remains subject to credit approval by Seller’s credit department.
In the event that Seller’s credit department approves credit to Buyer, the Seller shall nevertheless retain the right at any time to change the terms of such credit, should Seller determine in its sole and unfettered discretion: (a) that the financial condition of Buyer or Buyer's guarantor (if any) is or has become impaired, unsatisfactory, or warrants such a change; (b) that it is necessary to obtain adequate assurances of Buyer's financial condition; (c) Buyer exceeds Seller’s internal credit limits; and/or (d) any payment security, whether already provided by or to be provided by Buyer pursuant to the other terms of this Agreement, becomes unacceptable to Seller in form or amount.
If credit approval is not given or Seller exercises its right to change the terms of credit previously approved, Seller may upon notice to Buyer require Buyer to provide Seller with satisfactory security in a form and substance acceptable to Seller (“Satisfactory Security”).
Satisfactory Security may include but is not limited to, at Seller’s option, (i) cash prepayment, (ii) an irrevocable standby letter of credit issued in a form and issued by a bank acceptable to Seller or (iii) delivery to Seller of a guarantee from Buyer's parent company or any other entity at Seller's discretion. Buyer shall provide Seller with Satisfactory Security by the deadline set by Seller in its notice.
Notwithstanding anything to the contrary in this Agreement or any other agreement and without prejudice to any other legal remedies available to Seller, if Buyer fails to provide Satisfactory Security to Seller in accordance with the above, Seller may suspend its performance under or terminate this Agreement or any other agreements between the parties.
3. DUTIES, FEES, TAXES:
Unless otherwise specifically provided elsewhere in this Contract, or required by law, the Buyer shall pay (or reimburse) the Seller for its payment of taxes, fees, or other similar levies which are levied or assessed upon the purchase, exchange, use, resale, withdrawal, transportation, or handling of the Product(s) if levied or assessed at the time of or after delivery to the Buyer. This includes, but is not limited to, excise taxes, sales and use taxes, inspection fees, gross receipt taxes, environmental fees, or oil spill taxes.
Buyer affirms that it is duly registered and/or licensed under applicable federal, state, and local laws to engage in petroleum product transactions. Buyer shall furnish Seller with all valid exemption documentation within the statutory timeframe, including submission at or before the time of transaction or invoice issuance, as required by the relevant jurisdiction.
Buyer shall indemnify, defend, and hold Seller harmless from and against any and all liabilities, claims, penalties, interest, and expenses (including reasonable attorneys’ fees) arising from or related to Buyer’s failure to comply with applicable tax laws or provide valid exemption documentation. The indemnification obligations under this section shall survive the termination or expiration of this Contract.
4. CHOICE OF LAW
Choice of Law. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Texas, United States of America (including, unless otherwise specified herein, its statutes of limitations) without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Texas.
For any other issue not foreseen in this agreement, the parties agree to refer to the latest edition of the International Commercial Terms 2020, for FOB transactions (INCOTERMS 2020).
Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the Southern District of Texas located in Houston, Harris County, Texas, and if such court does not have subject matter jurisdiction, the courts of the State of Texas sitting in Harris County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the Southern District of Texas located in Houston, Harris County, Texas or, if such court does not have subject matter jurisdiction, the courts of the State of Texas sitting in Harris County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT,
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Attorneys' Fees.
In the event that any party institutes any legal suit, action, or proceeding against the other party, the prevailing party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs.
5. GENERAL TERMS AND CONDITIONS
This contract and SHELL INTERNATIONAL TRADING AND SHIPPING COMPANY LIMITED, Ex Tank, Into Tank, In Situ (stock transfer), and Free Into Pipeline Deliveries, General Terms and Conditions for Sales and Purchases of Products and Crude Oil 2023 edition (“Shell 2023 GTCs”) - which are hereby incorporated in full by reference - shall constitute the entire Agreement between the parties and cannot be modified unless in writing by the Seller.
To the extent there is any conflict between the Special Provisions of this contract and SHELL INTERNATIONAL TRADING AND SHIPPING COMPANY LIMITED, Ex Tank, Into Tank, In Situ (stock transfer), and Free Into Pipeline Deliveries, General Terms and Conditions for Sales and Purchases of Products and Crude Oil 2023 edition (“Shell 2023 GTCs”), the Special Provisions shall prevail.
This Agreement supersedes all prior communications on this transaction (including any Broker’s confirmation) and cannot be modified unless in writing by the Seller. In accordance with industry practice, Seller reserves the right and insists on use of its contract as the governing document. If the Buyer notifies the Seller of additional or different terms from those set forth herein, those terms shall be construed only as proposals for amendments to this Agreement and shall not become part of this Agreement unless expressly agreed by the Seller. However, any document from Buyer´s purporting to represent the entire Agreement are hereby rejected and Seller will not respond to or return such documents.
Buyer and Seller agree that this contract shall be binding on the parties upon the earlier of (i) the date on which the Product is first received by Buyer, or (ii) two business days following Buyer’s receipt of this contract unless Buyer delivers to Seller written objection to any of these terms in writing prior to either such date.
For any other issue not foreseen in this Agreement, the Parties agree to refer to the latest edition of the International Commercial Terms 2020, for FOB transactions (INCOTERMS 2020).
The United Nations Convention on Contracts for the International Sale of Goods of Vienna, 11th April 1980, shall not apply to the Agreement.
6. NOTIFICATIONS
6.1. SELLER
The Buyer shall give any contractual, operational, or financial notification to the Seller in writing to the relevant email address provided below:
|
Department |
|
|
Trading |
alynch@novumenergy.com |
|
Operations |
pipelineops@novumenergy.com |
|
Contracts |
contracts@novumenergy.com |
|
Finance |
houstonfinance@novumenergy.com |
|
Commodity invoice submission |
commodityinvoices@novumenergy.com |
|
Non-commodity invoice submission |
invoices@novumenergy.com |
|
Inquiries related to invoices received |
accounts.receivable@novumenergy.com |
|
Demurrage |
claims@novumenergy.com |
6.2. BUYER
Please provide us with your contact details.
NOVUM ENERGY TRADING INC