Standard Terms and Conditions

1. APPLICATION

1.1 These terms apply to Customers purchasing declared petroleum products on Terminal Gate Price basis by ex-terminal collection. In the event of any inconsistency between these Standard Terms and Conditions and the TGP website terms, the TGP website terms prevail to the extent of any inconsistency.

1.2 These Standard Terms & Conditions are deemed to be accepted by the Customer by placing an order for supply, or confirming acceptance in response to Mobil’s account setup email. Pacing of order signifies unconditional acceptance of these Standard Terms & Conditions.

1.3 Mobil reserves the right to vary these Standard Terms & Conditions with reasonable notice.

1.4 No oral variations or variations by the Customer (including by purchase order or otherwise) to these Standard Terms & Conditions will be effective.

1.5 The Customer has no right to use, offer, display or apply any Mobil branding, signage, trade mark or other intellectual property, unless otherwise agreed in writing by Mobil.

2. PRICE AND PRICE VARIATION

2.1 For the purposes of this Clause the following definitions shall apply:

“Price” means Mobil TGP.

“Mobil’s TGP” means the Terminal Gate Price stipulated from time to time by Mobil, (set out as required by applicable Commonwealth and State laws) by location and petroleum product type.

Mobil shall have the sole discretion to revise the price of the petroleum products from time to time. Mobil shall notify the Customer of any such changes by email or by posting on Mobil’s publicly accessible website. No individual price notification is required for TGP customers.

3. TAXES

3.1 Duties, Levies and Imposts

To the fullest extent permitted by law, all present and future Federal and State Government duties, levies, imposts, fees and taxes (excluding income tax) of whatsoever nature including any carbon permit costs under any carbon trading scheme (collectively Taxes) which are imposed or levied on any of the petroleum products supplied by Mobil to the Customer must, unless the price of the relevant petroleum product is expressly stated to be inclusive of those Taxes, be promptly paid by the Customer and the Customer must indemnify Mobil in respect of them.

For the avoidance of doubt, the parties acknowledge and agree that Mobil will pass on all increases or decreases in Taxes during the Term to the Customer.

3.2 Calculations of GST Payments

The following principles apply when determining the amount payable (the "Payment") for any supply made pursuant to these Standard Terms & Conditions;

1. For the avoidance of doubt, unless expressly stated otherwise, any Consideration payable under these Standard Terms and Conditions is exclusive of GST. If GST is payable on any Supply made under these Standard Terms and Conditions by one party ("Supplier") to another party ("Recipient") then the Consideration payable by the Recipient in respect of the Supply will be increased by an amount not exceeding the amount of that Consideration multiplied by the prevailing rate of GST.
2. The Supplier will clearly state the amount of GST payable in respect of the Supply on a Tax Invoice so as to enable the Recipient to claim and recover the appropriate Input Tax Credit under the GST law.
3. If the amount of GST relating to any Taxable Supply made under these Standard Terms and Conditions is subsequently shown to differ for any valid reason from the amount of GST payable by the Recipient under this Clause 3.2 (c), the amount of GST paid or payable by the Recipient will be adjusted accordingly and, if appropriate, reimbursed by the Supplier to the Recipient.
4. Where an Adjustment Event in relation to any Taxable Supply has occurred, the Supplier must provide an Adjustment Note to the Recipient within 28 days.
5. If a party ("first party") is required under these Standard Terms and Conditions to indemnify the other party, or to make a reimbursement or contribution to the other party, and that other party can obtain an Input Tax Credit on an acquisition associated with that indemnity, reimbursement or contribution, the amount the first party is required to pay is reduced by the amount of that Input Tax Credit but increased by any GST payable by that other party in respect of the indemnity, reimbursement or contribution.
6. For the purposes of this Clause 3.2 "GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 and "Adjustment Event", "Adjustment Note", "Consideration", "GST", "Input Tax Credit", "Supply", "Tax Invoice" and "Taxable Supply" mean the same as in the GST law.

3.3 GST Documentation

The supplier of any Supply made pursuant to these Standard Terms & Conditions must provide all documentation required by the other party to claim any Input Tax Credit, set off, rebate or refund for or in relation to any GST included in any payment made in accordance with these Standard Terms & Conditions.

4. CREDIT

4.1 For Customers purchasing on credit terms, Mobil may at its absolute discretion offer the Customer a range of credit facilities and payment terms, subject to:

1. the Customer completing Mobil's Credit Application to Mobil’s satisfaction and providing financial statements as requested from time to time;
2. if requested by Mobil, the provision of a suitable amount of security in the form of a bank guarantee from the Customer in favour of Mobil (in a form and from a Bank acceptable to Mobil.) Other forms of security may be required by Mobil at its discretion in support of the credit facilities offered, including in circumstances where the prospect of performance by the Customer of its obligations (including payment obligations) under these Standard Terms & Conditions is impaired or likely to become impaired. If Mobil requires additional security the security must be provided immediately in the manner and form required by Mobil; and
3. on-going approval by Mobil's Credit Risk function prior to any deliveries being released to the Customer.

4.2 Mobil may vary or withdraw credit facilities, payment terms, and the amount and type of security required to provide credit at any time including by doing so in circumstances where the Customer or any of its Related Entities fails to pay or in Mobil’s opinion is unlikely to pay, when due, any amounts payable by the Customer or any of its Related Entities to Mobil or to any of Mobil's Related Entities (whether under these Standard Terms & Conditions or otherwise). If Mobil withdraws credit terms, Mobil may, in its absolute discretion:

1. suspend supply until Customer remedies any overdue payment and /or provides security satisfactory to Mobil in its discretion;
2. exercise its rights against any security provided by the Customer and apply the proceeds against amounts due and owing under these Standard Terms and Conditions, and
3. supply petroleum products to the Customer only on the basis of payment in full in cleared immediately available funds prior to supply.

4.3 For the avoidance of doubt, Mobil reserves the right to withhold supply where the Customer (or any of its related bodies corporate) is in breach of these Standard Terms & Conditions or fails to make any payment on time or in Mobil’s opinion is unlikely to pay, when due, any amounts payable by the Customer or any of its Related Entities to Mobil or its related bodies corporate, whether under these Standard Terms & Conditions or otherwise. Where Mobil ceases supply under this Clause 4.3, any amounts due will become payable immediately. Mobil shall not be liable in any way to the Customer or its related bodies corporate for any losses or damages incurred as a result of failure to supply petroleum products.

4.4 Under Mobil’s credit policy, completion and execution of separate Credit Applications may be necessary for Customer’s petroleum product supply. Applications for these goods or services will be treated separately, and acceptance of one application does not guarantee or imply acceptance of subsequent applications.

4.5 To assist Mobil to determine whether the Customer is, or is likely to be, able to comply with its obligations under these Standard Terms and Conditions, and to facilitate Mobil's periodic review of the extent of the credit provided to the Customer, the Customer, upon request must provide Mobil with sufficient information, to determine the financial status and viability of the Customer, in a format acceptable to Mobil, that will enable Mobil to determine whether to provide credit to the Customer and/or require security in respect of any credit provided. If, Customer’s financial condition significantly changes affecting the ability of Customer to perform its obligations hereunder, then Customer shall notify Mobil of such change. If the financial condition of the entity providing a guarantee of Customer significantly changes, including a downgrading of its rating or otherwise affecting the ability of the guarantor to perform its obligations hereunder, then Customer shall notify Mobil of such change and co-operate with Mobil in the exercise by Mobil of its rights hereunder.

5. PAYMENTS

5.1 Payment terms are as set out in Mobil’s TGP Website.

Where Mobil has approved credit facilities and credit terms for the Customer in writing, payment must be received by Mobil within these terms. When a payment would otherwise fall due on a non-business day payment must be made on the prior business day.

5.2 Whilst every effort will be made to apply correct invoicing procedures, Mobil reserves the right to revert to the Customer with an amended invoice in the event that an error has been made, and the amount and/or price of the petroleum product was incorrectly invoiced initially. In that case, the Customer agrees to accept the amended invoice and make full payment in accordance with the agreed payment terms.

5.3 Without prejudice to the other rights of Seller, if customer does not pay in full by the due date, then Seller reserves the right to charge interest on the outstanding amount at the lesser rate of (i) the Reference Rate plus ten (10) percent per annum or (ii) the maximum rate allowed under applicable law. The interest charge will be calculated daily from the due date until Seller receives the full payment.

In this clause, "Reference Rate" means the corresponding rate effective on the first working day in June of each year and - (a) in the case of products sold in Australia Dollar Currency, 90-day Bank Bill Swap Rate (BBSW).

Seller reserves the right to use an alternative reference rate in the event that the Reference Rate is not published/ available, and/or to revise the Reference Rate at annual intervals or at any other time should the seller determine, in its absolute discretion, that there is a material change in local market conditions. Payment of such interest by Buyer shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities in respect thereof.

5.4 Should the Customer have any disputes with invoices or statements received from Mobil, this should be immediately notified to the Mobil Customer Service Centre as detailed on invoices or statements.

5.5 All payments to be made by the Customer to Mobil under these Standard Terms & Conditions must be made without any withholding, set-off, counterclaim or deduction

Mobil may at any time, and without notice to the Customer, apply, combine, consolidate or merge:

1. any amounts standing to the credit of the Customer in the Customer's Mobil TAR (Trade Accounts Receivable) account or other account with Mobil or any Related Entity of Mobil; and
2. any amounts owing by Mobil or by any Related Entity of Mobil to the Customer, whether under these Standard Terms & Conditions or on any account whatsoever,

by way of set-off, lien or counterclaim in or towards satisfaction of any money at any time due and payable, or which may become due and payable, by the Customer to Mobil or any Related Entity of Mobil under these Standard Terms & Conditions or on any account whatsoever.

6. TITLE AND RISK

Title to and risk in the petroleum products supplied to the Customer passes to the Customer from Mobil:

1. where the Customer (or its agent or contractor) collects the petroleum products from a terminal, at the time the relevant petroleum product passes through the outlet flange of the gantry at the terminal; or

7. DELIVERY AND QUANTITY

7.1 Except where provided otherwise to the contrary in these Standard Terms and Conditions, the signature or acknowledgment of delivery by any operator, employee or other person purporting to accept delivery on behalf of the Customer, is prima facie evidence of the fact of delivery and the quantity of petroleum products delivered.

7.2 Mobil’s obligations to supply petroleum products at a Terminal under these Standard Terms and Conditions are subject to the Customer entering into and complying with a Terminal Access Agreement(s) with Mobil and the relevant third party Terminal operator (where applicable).

7.3 The volume of Petroleum Products supplied by Mobil to the Customer will be measured at the product loading temperature correctly specified in the delivery/load docket, or otherwise, where required by law, the volume the relevant Petroleum Product occupies, or would occupy, at a temperature of 15°Celsius. Any claim by the Customer regarding Volume Measurement of Petroleum Products must be made under the terms of Clause 10.

8. CONTINGENCIES

8.1 Mobil shall not be liable for any costs, claims or damage resulting from any failure to perform its obligations under these Standard Terms & Conditions to the extent such failure is caused in any substantial part:

Any act, event or cause of force majeure including:

1. actual or threatened act of God, peril of the sea, accident of navigation, war, sabotage, disruption, hostilities, terrorism, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage or failure, diminishment or failure of telecommunications, data systems or networks, strike or other labour difficulty (whether or not involving employees of the party concerned), epidemic, quarantine, pandemic, compromised feedstock which the product is directly or indirectly derived, radiation or radioactive contamination;
2. action or inaction of a Governmental Agency or person purporting to act therefor, including expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order; or
3. breakdown, including significant damage to or destruction of facilities, of plant, machinery or equipment or shortages of or inadequacies of or interruptions to labour, services, storage, distribution, delivery, transportation, fuel, feedstock, power or plant, machinery, equipment or material, to the extent that the act, event or cause:
1. could not have been prevented by reasonable precautions, or could not reasonably have been circumvented by means of alternate sources, workarounds or other means; and
2. directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under these Standard Terms and Conditions.

8.2 Regardless of whether caused by any of the events, matters or things referred to in Clause 8.1 above, if there is or if Mobil believes in its reasonable opinion there may be a force majeure, such a shortage of supplies that Mobil is or may be unable to meet the forecasted or actual requirements of its customers of all kinds, Mobil may allocate among such customers its available or expected supplies in such reasonable manner as it may determine, without being in breach of these Standard Terms & Conditions for any shortage of supply hereunder.

8.3 No curtailment or suspension of deliveries shall operate:

1. to relieve Customer of its obligations to make payment for all petroleum products delivered to it hereunder; or
2. to prevent Customer from purchasing from other suppliers on its own account any deficiencies hereunder caused by the operation of this Clause 8.

9. PETROLEUM PRODUCT SPECIFICATIONS

9.1 Specifications

Mobil warrants that all petroleum products supplied under these Standard Terms and Conditions meet the standards and specifications claimed on the Mobil Marketing Specification Sheets which are available to the Customer at the Customer's request. This warranty is invalidated, to the fullest extent permitted by law, if the Customer mixes a Mobil supplied petroleum product with any other product of any nature whatsoever. The Customer acknowledges that it is purchasing petroleum products under these Standard Terms and Conditions for the purpose of a business.

Petroleum products supplied from a refinery, terminal or depot not controlled by Mobil or a Related Entity of Mobil, are to be deemed as complying with the standards and specifications referred to in this Clause 9 if they comply with the current specifications for equivalent petroleum products at that location. The Customer may request a copy of the specifications from Mobil.

If Mobil wishes to deliver, or does in fact deliver, to the Customer petroleum products which do not meet the standards and specifications claimed on the relevant Mobil Marketing Specification Sheet it may ask the Customer for approval to that delivery or proposed delivery. If the Customer gives approval this will constitute, to the fullest extent permitted by law, unconditional acceptance by the Customer of the petroleum product concerned. If the Customer does not give approval with respect to any petroleum products supplied or delivered by Mobil then Mobil's liability will be governed by Clause 10.4.

If at any time the specifications or quality requirements alter, either by government or industry mandate, Mobil will be entitled to vary the price in accordance with Clause 9.2.

9.2 Change to Specifications

Mobil may at any time alter the technical specifications of a petroleum product supplied under these Standard Terms and Conditions or introduce a new type of petroleum product in addition to or in substitution for any existing petroleum product supplied under these Standard Terms and Conditions. To the fullest extent permitted by law, Mobil, after consultation with the Customer, may by giving written notice to the Customer:

1. for a type of petroleum product with altered technical specifications, elect to adjust the price and any discounts for that petroleum product; or
2. for a new type of petroleum product with different technical specifications, elect to introduce a new price and any discounts for that petroleum product.

10. CLAIMS

10.1 Customer Claims

The Customer must:

1. promptly inform Mobil of all complaints or claims in respect of the petroleum products;
2. not, without Mobil’s written consent, admit liability on behalf of Mobil regarding any complaint or claim in respect of any of the petroleum products;
3. not resolve or settle any complaint or claim in respect of any of the petroleum products which may result in Mobil incurring any liability, except with Mobil’s written consent and then only in accordance with Mobil’s written directions;
4. take reasonable measures to mitigate any loss and/or damage arising in connection with the circumstances giving rise to the claim; and
5. promptly deal with all complaints or claims in respect of any of the petroleum products in a way which will not result in Mobil incurring any liability.

10.2 Claims Procedure

1. The Customer may not make a claim against Mobil in respect of the quantity, quality or price of petroleum products:
1. unless it notifies Mobil of the claim as soon as it becomes aware of the matter and in any event within 5 business days; and
2. unless resolved sooner, it has begun court proceedings relating to the claim within 3 months,

in each case after the date of supply or other event from which the claim arises.

2. The fact that the Customer has made a claim against Mobil does not relieve it of its obligation to pay in full for the relevant petroleum products pending resolution of the claim.

10.3 Testing procedure for Quality claims

Where a Customer wishes to make a claim in relation to the quality of a petroleum product it must follow the following procedure:

1. the Customer must take a sample of the relevant petroleum product in the presence of a Mobil representative;
2. the Customer and Mobil will agree on the point and method of sampling and the testing standards to apply. In the absence of agreement the method will be reasonably designated by Mobil;
3. the costs for the tests will be borne by the party not supported by the test results; and
4. if the Customer elects to not take an independent sample, Mobil's samples will be deemed conclusive.

Mobil is not, to the fullest extent permitted by law, responsible for any claim regarding quality where there was commingling of products/materials/contaminants irrespective of how this occurred.

10.4 Limited Liability

Subject to any condition or warranty implied in favour of the Customer by the Competition and Consumer Act 2010 (Cth) or any other applicable law which cannot lawfully be excluded, to the fullest extent possible under local law the liability of Mobil for defective petroleum products including for breach of any implied condition or warranty will be limited to (at Mobil’s discretion):

1. the replacement of the petroleum products or the supply of equivalent products; and
2. the payment of the cost of replacing the petroleum products or of acquiring equivalent products.

10.5 No Other Liability

Other than as expressly set out in these Standard Terms & Conditions, to the fullest extent permitted by law:

1. all terms, conditions, warranties, undertakings, inducements or representations, whether express or implied, statutory or otherwise, which are not expressly set out in these Standard Terms & Conditions and which are related to or in any way connected with any petroleum products supplied by Mobil to the Customer, are excluded;
2. Mobil will not be liable for risks and losses associated with the sale, resale or use of the petroleum products supplied under these Standard Terms & Conditions, whether sold, resold or used singly or in combination with other substances or any process;
3. Mobil will not be liable to the Customer or any other person in respect of any loss, injury or damage (including prospective profits, exemplary or special damages, or for consequential or indirect loss or damage, whether due to negligence, deliberate conduct or any other cause and whether arising in contract, in tort, under statute or in any other way) which may be suffered or incurred or which may arise directly or indirectly as a result of or in any way connected with any petroleum products supplied by Mobil to the Customer.

10.6 Delay and Other Risks

Without limiting Clause 10.5:

1. Mobil will not be liable for any damages caused by delay in supplying petroleum products or any other delay in its performance under these Standard Terms & Conditions;
2. The Customer must comply with all applicable laws and the policies, standards and other requirements of any governmental agency in relation to, and assumes all risks and liability (including all environmental risks and liability) arising from, the unloading, discharge, storage, handling or use of petroleum products supplied under these Standard Terms & Conditions; and
3. if Mobil for any reason whatsoever (whether within or outside its control) is unable to commence or complete supply or delivery to the Customer at any place contemplated by Standard Terms & Conditions, the Customer has no right or entitlement to, and releases Mobil from, any claim or entitlement for demurrage or damages on any account whatsoever.

11. INDEMNITY

11.1 Customer Indemnity

To the fullest extent permitted by law, the Customer must indemnify Mobil against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against Mobil or which Mobil may pay, sustain or incur as a direct or indirect result of any one or more of the following:

1. any breach or non-performance of these Standard Terms and Conditions or any collateral contract or arrangement by the Customer;
2. any unauthorised representation made or warranty given by the Customer in connection with any petroleum products sold under these Standard Terms and Conditions or any collateral contract or arrangement;
3. the delivery, unloading, discharge, storage, handling or use of any petroleum products sold under these Standard Terms and Conditions;
4. any wrongful, fraudulent, wilful or negligent act or omission of the Customer or any of its employees, agents or contractors; and
5. any injury or loss sustained by any person who is employed or engaged by the Customer as an employee, agent or contractor for the purpose of the performance by the Customer of its obligations under these Standard Terms and Conditions and who suffers any injury or loss arising out of or in the course of such employment or engagement.

11.2 Liability to third parties

Each party is fully responsible to third parties for its negligence and strict liability. Except as expressly provided elsewhere in these Standard Terms and Conditions or any collateral contract or arrangement nothing in these Standard Terms and Conditions or any collateral contract or arrangement is intended to impair a party’s contribution and indemnity rights under law with respect to third party claims.

11.3 Gross Negligence and Wilful Misconduct

Despite anything in these Standard Terms and Conditions or any collateral contract or arrangement to the contrary, each party is fully responsible for the gross negligence or wilful misconduct of its managerial and senior supervisory personnel and is not entitled to a release or indemnity from the other party for this conduct.

11.4 Consequential loss

To the fullest extent permitted by law, no party shall be liable under the law of tort, contract or otherwise for any loss of profits or savings or any indirect or consequential loss or damage howsoever caused, excepting losses arising as a result of the gross negligence or willful misconduct of that party.

12. SAFETY

The Customer warrants and undertakes that it will conduct the handling of the petroleum products and the installation, repair and use of equipment used to store and dispense petroleum products, and otherwise carry on business at the location at which these petroleum products are used, in a professional and safe manner, and in compliance with all current legislation, codes and regulations, having regard to the potentially dangerous nature of petroleum products.

The Customer further warrants that at the commencement of these Standard Terms & Conditions all tanks, pumps, hoses and other equipment for the storage and dispensing of petroleum products are sound, intact and in good working condition.

Furthermore if at any time Mobil has information that would lead it to suspect that the Customer’s tanks, pumps, hoses and other equipment for the storage and dispensing of petroleum products are not sound, intact and in good working condition, Mobil has the right to immediately suspend all deliveries of petroleum product.

If during the time of suspended deliveries the Customer is unable to satisfy Mobil that its tanks, pumps, hoses and other relevant equipment are sound, intact and in good working condition, Mobil has the right to immediately terminate these Standard Terms & Conditions.

The Customer must comply with any procedures and directions issued by Mobil in respect of the delivery or collection and receipt of petroleum products under these Standard Terms and Conditions. For the avoidance of doubt Mobil has the right but not the obligation (and in any case, without liability to the Customer and whether or not Mobil has given prior notice) not to initiate or complete a delivery or collection in the event that Mobil or its contractors (eg delivery contractors) considers it is unsafe to do so.

13. RECORDS

All documentation provided by one party to the other party shall reflect properly the facts about all activities and transactions handled for this account.

The Customer must maintain and preserve, in accordance with generally accepted accounting procedures, proper and accurate records (including any written and electronic records, books of account, correspondence, plans, memoranda, receipts, and documentation of related systems and controls) (collectively, Records) relating to the supply of petroleum products under these Standard Terms and Conditions.

1. The Customer must permit Mobil and its employees, contractors and agents to examine and reproduce the Records at all reasonable times and to interview the Customer's personnel in connection with the Records and to cooperate and provide other assistance to the extent reasonably necessary for Mobil to monitor and verify:
1. the price paid by, and the quantity and quality of petroleum products supplied to, the Customer; and
2. the performance by the Customer of the terms of these Standard Terms and Conditions.

The Customer must keep all Records in a safe and secure manner, in electronic and/or hard copy form, for the term and for a period of 3 years afterwards. If any errors or deficiencies in the Records are identified by an audit or otherwise, the Customer must inform Mobil of that fact and promptly take all necessary corrective action (to Mobil’s reasonable satisfaction) and promptly confirm the same to Mobil. This Section 13 shall serve termination of this Agreement for a period of three (3) years.

14. BUSINESS STANDARDS

1. Each party (First Party) must establish and maintain a policy to prevent its own employees, agents or representatives from making, receiving, providing, or offering substantial gifts, entertainment, payments, loans, or other consideration to the employees, agents, or representatives of the other party for the purpose of influencing those persons to act contrary to the best interests of the First Party. This obligation will apply to the activities of each party’s employees and contractors in their relations with the employees of the other party and their families and/or Third party arising from these Standard Terms and Conditions.
2. Each party must ensure that all financial settlements, billings, and reports rendered to the other party or its representative reflect properly the facts about all activities and transactions handled for the account of the other party.
3. Each party agrees and will secure agreement by its contractors to comply with all laws in performing its obligation under these Standard Terms and Conditions. Notwithstanding anything in these Standard Terms and Conditions to the contrary, no provision will be interpreted or applied so as to require a party or its contractor to do, or refrain from doing, anything which would constitute a violation of, or result in a loss of economic benefit under, United States anti-boycott and other export laws and regulations or money laundering or corrupt practices.

15. GENERAL

15.1 The right to require strict performance of these Standard Terms & Conditions shall not be affected by any indulgence, waiver of course of dealing, and any waiver shall be deemed not to be a continuing waiver. Termination of these Standard Terms and Conditions does not relieve a party from obligations (for example debts incurred) arising prior to termination.

15.2 Mobil may assign its rights and benefits or transfer any of its obligations under these Standard Terms and Conditions without the Customer's consent. The Customer must not assign or encumber any of its rights and benefits or transfer any of its obligations under these Standard Terms and Conditions without Mobil's prior written consent.

15.3 These Standard Terms & Conditions are governed by and must be construed in accordance with the laws of the State of Victoria. The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters or things arising out of these Standard Terms and Conditions.

15.4 If any provision of these Standard Terms & Conditions should be for any reason invalid or unenforceable, the validity and enforceability of all other provisions shall remain unaffected.

15.5 In these Standard Terms & Conditions the term Related Entity has the meaning given to that term by the Corporations Act 2001 (Cth).

15.6 Obligations of confidentiality

Each party (Receiving Party) receiving, possessing or otherwise acquiring confidential information of or relating to any other party (Disclosing Party) acknowledges that such confidential information is the property of and confidential to or a trade secret of the Disclosing Party. Except as noted below, the Receiving Party must:

1. keep that confidential information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that confidential information at the disposal of, any other person without the prior written approval of the Disclosing Party;
2. take all reasonable steps to secure and keep secure that confidential information; and
3. not memorise, use, modify, reverse engineer or make copies, notes or records of that confidential information for any purpose other than in connection with the performance by the Receiving Party of its obligations under these Standard Terms and Conditions.

Each party hereby undertakes to keep confidential all the matters set out in these Standard Terms and Conditions together with any information relating to the other party, its operations and business arrangements to which the party becomes privy as a result of entering into these Standard Terms and Conditions. This obligation shall continue, notwithstanding the termination of these Standard Terms and Conditions, for a period of three (3) years from termination of these Standard Terms and Conditions. For the purposes of this Clause, if Mobil is the Receiving Party it may share the Confidential Information with any of its Affiliates to the extent necessary for the purposes of this Contract

For the avoidance of doubt, Mobil’s posted Terminal Gate Pricing is publicly available information and is not confidential for the purposes of this clause.

Exceptions

The obligations of confidentiality under this Clause do not apply to any information that:

1. is generally available to the public (other than by reason of a breach of these Standard Terms and Conditions); or
2. is required to be disclosed by any applicable law.

Notwithstanding any other provision in this Agreement, Mobil may, without consent, disclose Confidential Information to third parties as reasonably necessary in connection with audits, certifications or any analogous processes or requirements, where disclosure of such information is required or requested by such third party, provided such third party is bound by an obligation of confidentiality. To the extent permitted by law, Mobil shall have no responsibility or liability whatsoever arising from any subsequent use, handling, or disclosure by such third parties. Mobil may, at its sole discretion notify the Disclosing Party of such disclosure.

15.7 A party shall take no action on behalf of the other party hereunder that would subject either party to liability or penalty under any laws, rules, regulations, or decrees of any governmental authority.

All documentation provided by one party to the other party shall reflect properly the facts about all activities and transactions handled for its account. Each party agrees to notify the other promptly upon discovery of any instances where that party has not complied with the requirements of this Clause.

15.8 If these Standard Terms and Conditions consist of a number of signed counterparts, each as an original and all of the counterparts together constitute the signed document.

The relevant laws applying to electronic transactions shall apply to these Standard Terms and Conditions in full. To the extent permitted by law, the parties agree that any matter set out in these Standard Terms and Conditions maybe evidenced through electronic communication and all records relating to these Standard Terms and Conditions including these Standard Terms and Conditions itself, maybe retained in electronic form which, in the absence of manifest error on the face of the document, shall be conclusive and binding on the parties.

15.9 Except as otherwise expressly provided herein, each party shall be responsible for all costs and expenses (including any taxes imposed on such expenses) incurred by it in connection with the negotiation, preparation, execution, delivery, procurement of Securities and performance of these Standard Terms and Conditions or any collateral contract or arrangement and the transactions contemplated by these Standard Terms and Conditions or any collateral contract or arrangement (including the fees and disbursements of legal counsel, bankers, investment bankers, accountants, brokers and other advisers).

15.10 All duty (including fines and penalties, if any) payable in respect of these Standard Terms and Conditions or any instrument created in connection with it must be borne by the Customer. The Customer undertakes to keep Mobil indemnified against all liability relating to duty, fines and penalties

15.11 Mobil and the Customer each agree to collect, use, store and retain any personal information disclosed to the other party for the purpose of these Standard Terms and Conditions or any collateral contract or arrangement in accordance with the Privacy Act (Cth) 1988. Mobil and the Customer each agree to only use such personal information for the sole purpose for carrying out the terms of these Standard Terms and Conditions or any collateral contract or arrangement.