General Contractual Terms and Conditions

GENERAL CONTRACTUAL TERMS AND CONDITIONS

FORSERVICE PROCUREMENT

The presentGeneral Contractual Terms and Conditions for Service Procurement (hereinafter: “GCTCSP”) together with the Purchase Order accepted comprises the Contract for the supply of Services/goods specified in the Purchase Order. For issues not regulated in other documentation of the Contract, the terms of GCTCSP will govern. Should any discrepancy occur between any contractual conditions laid down in the Purchase Order or in the GCTCSP, conditions of the Purchase Order will prevail.

These GCTCSP are issued by

MOL Hungarian Oil and Gas Public Limited Company

(1117 Budapest, Október huszonharmadika u. 18.)

mailaddress:1117 Budapest Október 23. u. 18.

tax reg. number:10625790-2-44

Account keeping bank:ING Bank N. V. Magyarországi Fióktelepe

bank account number (HUF):13700016-01015021

bank account number (EUR):13789017-01015100

bank account number (USD):13701017-01015100

company registration court

and register number of the company: Fővárosi Törvényszék Cégbírósága 01-10-041683

Bill-to address:MOL Magyarország Pénzügyi Szolgáltató Kft. Százhalombatta, Pf. 31.

Statistical code:12342659-5829-113-01

1.DEFINITIONS:

„Parties”:shall mean Customer and Contractor collectively.

„PurchaseOrder”:shall mean the written statement of the Customer for the execution of the specified Service accepted by the Contractor with unchanged conditions or with modified content approved by the Customer beforehand, such record generates the Contract between the Parties.

„Customer”:shall mean MOL Plc., which isentitled to send a written request to the Contractor expressing its contractual intention for the execution of the Service.

„MOL Group”:shall mean MOL Plc and those companies wherein on supreme body MOL Plc, directly or indirectly, bears more than 50 % of votes or where MOL Plc, directly or indirectly, exercises majority ownership or otherwise controlling rights based on a contract concluded with the other owner(s).

„Contract”:shall mean Purchase order approved by the Parties with agreed technical content, and with its annexes and with the actual General Terms and Conditions

„Service”:shall mean The subject of the Contract, the task or Service to be executed specified by the Purchase Order

„Certificate of accomplishment”:

shall mean the Document acknowledging the performanceof the Services signed by the authorised representatives of the both Parties.

„Contractor”:shall mean the Service Provider, which will undertake to perform the Service with the acceptance of the Purchase order in full compliance with the specifications of the Purchase Order

„Contractor’s fee”:shall mean the counter value of the performed Services in the specified currency and the fixed amount recorded in the Purchase Order. The Contractor’s fee includes the detailed and fixed amounts (costs) in the Purchase Order. If it is not specified otherwise in the PO, the Contractor fee includes all additional and transaction costs. The taxes (eg. VAT) and other Duties Chargeable (claimable) as taxes, if any shall be listed separately.

2. METHODOLOGY FOR DETERMINING THE PURCHASE PRICE

2.1Contractor shall applythe same pricing principles, rules and methodology when setting the fee of theServices ordered under the scope of the present GCTCSPContractor shall set the Contractor’s fee in HUF/EUR/USD.

2.2Upon Customer’s request Contractor shall submitthe pricing method in written form with deatiled technical specification in order that the Customer can check the requirementsunder section 2.1.

The pricing method must contain the following information:

Contractor’s fee (Net + VAT)

Other miscellanious expenses, preferable listed, Net + VAT amount

3. ACCEPTANCE OF PURCHASE ORDER

3.1Contractor shall acceptthe Purchase Order or the modified version of the same by sending back the duly signed copy by Contractor’s representatives by post or in electronic (scanned) form within 5 days upon receptionor within the period defined by the Customer.Should the Contractor fail to confirm the Purchase Order within the time period specified aboveCustomer is entitled to reject the performance without compensation.

3.2Customer excludesitsliability with regard to placement or modification of any Purchase Order for the Goods whichdoes not originate from its authorized representative.

3.3Parties also consider the Purchase Order and the GCTCSP accepted if the Contractor does not confirm the Purchase Order within the period of time specified above (in Clause 3.1), but it perfroms the Service specified in the Purchase Order.

3.4The Purchase Order must contain at least the following information:

Number and date of Purchase Order
Most important information of Parties (Name and contact information of Contractor, name of Customer, name and contact information of the administrator establishing Purchase Order.)
Name and amount of Service
Place of performance
Deadline of performance
Contractor’s fee (Net + VAT)
Contact name of bill-to address
Invoicing address, if it differs from Customer

3.5Purchase orders and confirmations sent in electronic form (via e-mail) are also governed by section 15.4

4.DATA REPORT OBLIGATION OF THE PARTIES RELATED TO ROAD TRANSPORTATION IN HUNGARY

In case Materials/ Equipment/ Accessories used for performing theServices ordered by MOL Group member will be transported on road, the transportation can be subject to EKAER registration obligation based on the laws of Hungary (CXII of 2003 on the Law of Taxation).

The present article constitutes the data report obligation of the Parties related to road transportation in order to fully comply with the legislative regulation

4.1Obligations of Supplier

In case of Deliveries from Abroad:

4.1.1Regarding every Purchase order/ Call-off received from MOL Group member, Supplier shall confirm the estimated dispatch date of the delivery within 10 working days.

4.1.2.In case of deliveries that might be subject to EKAER obligation, Supplier shall notify MOL Group member about the delivery and provide MOL Group member with all the necessary data required for the inquiry of an EKAER number. The data shall be provided by filling in the EKAER Data Sheet (Appendix 3) properly and sending it to MOL Group member to the e-mail address at least 10 working days before the delivery. If the data specified in point 4.1.6.are not available for Supplier by the above deadline, they can be provided later, but no later than the start of the delivery by sending it to the e-mail address.

4.1.3.In case there are less than 10 working days between receiving the Purchase order/ Call-off and the date of the delivery, Supplier shall make every effort to provide MOL Group member with the data specified in the EKAER Data Sheet as soon as they are available for Supplier but no later than the start of the delivery in order to comply with the legislative regulations.

4.1.4.Parties agree that the completely filled in EKAER data sheet is a prerequisite of applying for an EKAER number. In case a vehicle, the delivery of which is subject to EKAER obligation, enters into the territory of Hungary without a valid EKAER number, Supplier shall undertake all the legal consequences deriving from this default.

4.1.5 Supplier shall attach the filled in EKAER data sheet withthe EKAER number indicated

thereon to the transport documentation.

Parties agree that the transportation shall begin exclusively upon the condition that the EKAER data sheet with the EKAER number is attached to the transport documentation and the EKAER number is made available during the time of the whole transportation for tax control purposes.

4.1.6 The following data can be modified even after dispatch:

a)Registration number (License plate number) of the vehicle

b)Gross weight of the Products/ Assets/ materials in kg

c)Total value of the Products/ Assets/ materials (with regard to changes in the original amount)

In case of any changes in the above listed data, Supplier is obliged to notify MOL Group member immediately by sending an e-mail to containing the EKAER number, the number of the Purchase Order and the modified data.

4.1.7In case of any other changes of the original data, a new EKAER number is required for the transportation. Therefore, Supplier is obliged to notify MOL Group member immediately about the modifications by sending the relevant information – including the original EKAER number and the number of the Purchase Order – to the e-mail address.

With respect to point 4.1.7. Supplier is liable to provide the new EKAER number received from MOL Group Member to the driver of the vehicle subject to EKAER obligation with an immediate effect.

4.1.8 Should Supplier begin the transportation without having the valid EKAER number on or attached to the transport documentation, or fail to notify MOL Group member immediately in case of any changes in the data defined in point 4.1.6 and 4.1.7., and this shall cause any damages to MOL Group member, Supplier shall reimburse such damages to MOL Group member.

4.2 In case Supplier transports Products/ Assets/ materialsto MOL Group member from its business site located in Hungary or from abroad using its Hungarian VAT registration number or Tax number:

4.2.1In case Supplier transports Products/ Assets/ materials from its own business site located in Hungary, or supplies goods from its Hungarian VAT number to MOL Group member, Supplier is obliged to consider the EKAER liability and apply for an EKAER number by submitting the data defined in the EKAER data sheet to the Hungarian Tax Authority via its online system available on the following website:

In this case, Supplier shall provide MOL Group member with the EKAER number and the relevant PO/ call-off/ Contract number by sending it to the e-mail address.

4.2.3.In case Supplier inquires the EKAER number, Supplier shall inform the Hungarian Tax Authority about any changes in the EKAER relevant data of the transportation enlisted in point 4.1.6 before unloading.

4.2.4In case of any other changes of the original data, which would require a new EKAER number for the transportation, Supplier shall request a new EKAER number and provide MOL Group member with that by sending it to the e-mail address with an immediate effect.

4.2.5.Supplier shall attach the filled in EKAER data sheet with the EKAER number indicated thereon to the transport documentation.

With respect to point 4.2.4. Supplier is liable to provide the new EKAER number to the driver of the vehicle subject to EKAER obligation with an immediate effect.

4.2.6.MOL Group member shall report the date of arrival of the Products/ Assets/ materials subject to EKAER obligation to the Hungarian Tax Authorityupon delivery or the next working day the latest. Parties agree that the transportation shall begin exclusively upon the condition that the EKAER data sheet with the EKAER number is attached to the transport documentation and the EKAER number is made available during the whole transportation for tax control purposes.

4.2.7.In case

Supplier begins the transportation without having the valid EKAER number on the transport documentation or
any entry of the data registered on the online system of the Hungarian Tax Authority is incorrect or
Supplier shall fail to inform the Hungarian Tax Authority in case of changes in the data defined in point 4.1.6. by modifying the originally registered data of the transportation, or
Supplier shall fail to inform the Hungarian Tax Authority in case of any other data change defined in point 4.2.4. and fail to require a new EAKER number and

this causes damages to MOL Group member, Supplier shall reimburse such damages to MOL Group member.

4.3.Obligations of MOL Group member

4.3.1MOL Group member shall provide Supplier with the EKAER Data Sheet together with the Purchase Order/Call off/ Contract to fill it in.

4.3.2.Based on the data provided by Supplier on the EKAER Data Sheet, MOL Group member shall inform Supplier whether the transportation is subject to EKAER obligation or not.

4.3.2In case the transportation is subject to EKAER obligation from the intra-Community to the territory of Hungary(as defined in point 4.1), MOL Group member shall apply for an EKAER number by submitting the data defined in the EKAER Data Sheet (Appendix 3) and provided by Supplier to the Hungarian Tax Authority via its online system.

4.3.3.If the transportation of goods from abroad to Hungary (as defined in point 4.1) is subject to EKAER obligation, MOL Group member is obliged to send the EKAER number received from the Hungarian Tax Authority to the Supplier via e-mail (from the e-mail address of ) before the transportation begins.

If the transportation is subject to EKAER obligation Parties agree that the transportation can begin exclusively upon the condition that the EKAER data sheet with the EKAER number indicated on it is attached to the transport documentation and is available for tax control purposes by the authority during the time of the whole transportation within the territory of Hungary.

4.3.4MOL Group member shall report the date of arrival of the Products/ Assets/ materials subject to EKAER obligation to the Hungarian Tax Authorityupon receipt or the next working day the latest irrespectively of the place of dispatch.

4.3.5MOL Group member shall inform the Hungarian Tax Authority about any changes in the EKAER relevant data of the transportation (enlisted in points 4.1.6.) received from Supplier before unloading.

In case of changes in any other data (according to point 4.1.7.) – if notified immediately by Supplier – MOL Group member shall invalidate the original EKAER number and apply for a new one. MOL Group member shall also send the new number immediately to the Supplier.

5.PERFORMANCE

5.1. Contractor is obliged to perform the Service specified in the Purchase Order to the Customer for the consideration/price stated in the PO with adequate expertise and due diligence. Contractor is obliged to perform the Service at the place, time and conditions specified in the PO. The Service shall be in full compliance with all attached amendments, modofications, other specifications, documents in the PO).

5.2. The performance deadline means the date of performance recorded in the Service Purchase order. The Customer shall accept the performanceprior to the deadline only if it is not against its essential legal interests and the additional cots will be financed by the Contractor.

5.3. Customer is entitled to examine wether the perfromance complies with the contractual requirements, before the acceptance of the Services..Customer ascertains about the completion of the Service after receiving the Contractor’s final report. If the provided and performed Service meets all the contractual requirements, the Customer accepts the performance.

6. OBLIGATIONS OF THE PARTIES

6.1.The Parties shall cooperate with each other during the contractual performance,and they are obliged to inform each other about any important facts, information or circumstances that involves the Contractor Agreement.

6.2.The Contractor shall be obliged to complete the Services specified in the Contract in full compliance with effective legal (authority) regulations, standards and rules in the best quality that may be expected.

6.3. The Contractor represents and warrants that expertswith appropriate skilles are available for him for the completion of this Contract.

6.4.The Parties engage to fully cooperate with each other in supporting the successful contractual performance, and will inform each other about all facts that may jeopardize or trouble the execution of the Services in time with the specified quality.

6.5. The Parties shall make an attempt to exercise their contractual rights and obligations in good faith, all disputed issues will be settled in an amicable way seeking the solutions with mutual agreement. The parties shall make an attempt to build up the most flexible and closest cooperation.

6.6. Contractor shall be obliged to execute the written instructions of the Customer related to the Actual Contract, shall represent the Customer’s statements and shall not express counter opinion to the Third Party.

6.7. The contractor shall not act against the Customer’s expressed requests or instructions. Should Contractor consider the Customer’s definite request or instruction unfeasible or unprofessional, will be obliged to draw in writing the Customer attention. Should Customer retain the opinion and take the risk and responsibility Contractor performs accordingly.

6.8. Customer informs the Contractor about the changes and decisions on the scope of Services (work) promptly or within at least two days.

6.9. In case of necessity the Parties shall arrange meetings in order to discuss the essential issues of the contractual performance. The Contractor shall be responsible for the preparation and the organising such a meetings.

7.GUARANTEE

The Contracot shall provide guarantee for the Service performed according to the contract. The duration of guarantee is 1 year, but not less than the period regulated in the currently effective provisions of law. The commencement date of guarantee is the day when the Service is accepted by Customer.