GENERAL CONDITIONS OF SERVICE

1) APPLICATION OF GENERAL CONDITIONS

a. Unless otherwise specifically agreed in writing, Geochem Arabia Company Ltd (hereinafter the “Company”) undertakes
services only in accordance with these General Conditions of Service (hereinafter “General Conditions”) and accordingly
all offers, proposals of service, and all resulting contractual Relationships will in all respects be governed by these
General Conditions, except only to the extent that the law of the place where such arrangements of contracts are made or
carried out shall preclude any of the conditions, and in such case, the said local law shall prevail, but only to the extent
that it is at variance with these General Conditions.

b. The person, firm, government, governmental body, any other public or private entity, partnership, association, trust, or authority that purchases Services from the Company hereinafter the “Client.”

c. The services to be provided by the Company to the Client (hereinafter the “Service(s)”) as set out in an agreed scope of service or accepted instructions from the Client but only to the extent that such scope of service or instruction is set out in a confirmation of order sent to the Client by he Company.,

d. These General Conditions apply to and form part of the contract between the Company and the Client. They supersede any previously issued terms and conditions of purchase or supply.

e. No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Company otherwise agrees in writing.

f. No variation of these General Conditions or to a relevant order or contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Company and the Client respectively.

g. Each order by the Client to the Company shall be an offer to purchase Services subject to the relevant contract, including these General Conditions.

h. No person other than the Client and the Party authorized by Client is allowed to give instructions regarding the scope of service, including any inspection, testing, or the delivery of reports or certificates (herein a ‘Report of Findings’) in respect of the related Service. Further, the Company has the Client’s irrevocable authorization to deliver a Report of party of their respective obligations. The Company does not assume, abridge, abrogate, or undertake to discharge any duty owed by the Client to any third party, or by any third party to the Client. Should the Client release any third party from any of its liabilities, obligations, and duties concerning the Client’s products or services, or from its liabilities, obligations, and duties regarding information relied upon by the Company in performing the Services, such unfulfilled liabilities of the third party shall not increase the Company’s liability. The Client shall assume and undertake these liabilities, obligations, and duties as their own.

f. Should Company receive documentation reflecting engagement between the Client and other parties or third parties document such as contracts of sale, supply or work contracts, letters of credit, bills of lading, specifications, datasheets, letters of commissioning, and certificates of acceptance or conformity it is acknowledged by the Client that such are for informational purposes only. These documents do not extend or restrict the Company’s scope of Services or obligations accepted by the Company.

g. For those Services requiring sampling, the Company’s Report will set out the findings of the Company solely in respect of the samples identified therein and the Company shall not be deemed to express any opinion on the quality or characteristics of the premises, bulk, lot or other grouping from which a sample is taken.

h. No person other than the Client and the Party authorized by Client is allowed to give instructions regarding the scope of service, including any inspection, testing, or the delivery of reports or certificates (herein a ‘Report of Findings’) in respect of the related Service. Further, the Company has the Client’s irrevocable authorization to deliver a Report of Findings to a third party if so specifically instructed by the Client in writing, or if such a promise has been made by the Client to the third party and notified to and accepted by the Company, or if is the delivery of such Report of Findings is implied by circumstances, trade customs, usage, or practice, PROVIDED THAT the Company may in its sole and unfettered discretion refuse so to deliver any such Report of Findings.

2) PROVISION OF SERVICES

a. The Company will provide services with reasonable care, skill, and diligence, having regard to the Client’s specific written instructions as confirmed as accepted by the Company. In the absence of such instructions, the Company may use: (i) methods it deems appropriate based on technical, operational, and/or financial considerations, (ii) any relevant trade customs, usage, or practices, and (iii) the Company’s standard operating procedures or specifications.

b. The information stated in Reports of Findings is derived from the results of inspection or testing procedures carried out in accordance with the instructions of Client, and/or Company’s assessment of such results on the basis of any technical standards, industry trade custom or practice, or such circumstances which should in the opinion of the Company be taken into account.

c. The Reports of Findings issued by the Company will reflect the facts as recorded at the time of performance and within the limit of scope or instructions that are received from the Client and as confirmed by the Company. In the absence of such instructions, the Report of Findings will adhere to the alternative parameters outlined in paragraphs (i) to (iii) of Article 2(a). The Company is not obligated to refer to or report any facts or circumstances outside the specific instructions received or the alternative parameters applied.

d. The Reports of Findings are based solely on the written information, documents, and samples provided by the Client before the Services are performed. The Company cannot be held liable for any errors, omissions, or inaccuracies in the Reports of Findings if the Client has provided any erroneous or incomplete information. The Client shall not make or permit to be made any deletion in respect of or amendment to any Report of Findings or other certification or report in any manner whatsoever.

e. The Client acknowledges that the Company, in providing the Services, does not assume the role of the Client toward any third party, nor does it relieve the Client or any relevant third party of their respective obligations. The Company does not assume, abridge, abrogate, or undertake to discharge any duty owed by the Client to any third party, or by any third party to the Client. Should the Client release any third party from any of its liabilities, obligations, and duties concerning the Client’s products or services, or from its liabilities, obligations, and duties regarding information relied upon by the Company in performing the Services, such unfulfilled liabilities of the third party shall not increase the Company’s liability. The Client shall assume and undertake these liabilities, obligations, and duties as their own.

h. All samples shall be retained for a maximum period of three (3) months, or for such shorter period as determined by the Company having regard to the nature of the sample. After this period, samples will be returned to the Client or disposed of at the Company’s discretion, at which point the Company shall no longer bear any responsibility for the samples. Storage of samples for more than three (3) months will incur a storage fee, payable by the Client. If samples are returned, the Client will be billed for handling and freight. Any disposal charges incurred will also be billed to the Client.

i. If the Client requests that the Company witness any third-party intervention, the Client agrees that the Company’s sole responsibility is to be present at the time of the third party’s intervention and to forward the results or confirm the occurrence of the intervention. The Client acknowledges that the Company is not responsible for the condition or calibration of any apparatus, instruments, or measuring devices used, the analysis methods applied, the qualifications, actions, or omissions of third-party personnel, or the analysis results.

j. If the requirements of the Client necessitate the analysis of samples by the Client’s laboratory or by any third party’s laboratory Client agrees that the Company’s sole responsibility to be present at the time analysis being performed, to confirm the correct sample has been analyzed and to pass on the result of the analysis. The Client agrees the Company is not responsible for the condition or calibration of apparatus, instruments and measuring devices used, the analysis methods applied, the qualifications, actions or omissions of personnel analyzing sample and accuracy of analysis results.

k. The Company may delegate the performance of all or part of the services to an agent or subcontractor. The Client authorizes the Company to disclose all necessary information to the agent or subcontractor for the purpose of performing these services.

l. If the Company is unable to accept an order, it shall notify the Client as soon as reasonably practicable.

m. The oƯer constituted by an order shall remain in eƯect and be capable of being accepted by the Company within 24 hours from the date and time on which the Client submitted the Order, after which time it shall automatically lapse and be withdrawn.

n. The Company may accept or reject an order at its discretion. An order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of: i) the Company’s written acceptance of the order; or ii) the Company performing the Services or notifying the Client that they are ready to be performed (as the case may be).

o. Rejection by the Company of an order, including any communication that may accompany such rejection, shall not constitute a counter-oƯer capable of acceptance by the Client.

p. The Company may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an oƯer to supply Services and are incapable of being accepted by the Client.

q. Marketing and other promotional material relating to the Services are illustrative only and do not form part of any contract

3) OBLIGATION TO CLIENT

The Client will

a. Collaborate fully and openly with the Company on all matters concerning the Services.

b. Ensure that, in a timely manner and at no cost to the Company, access to the premises and personnel where the Services are to be performed is provided, either directly or through its suppliers, as required by the Company, its agents, subcontractors, and representatives. Furthermore, undertake all requisite actions to remove or rectify any impediments to, or disruptions in, the execution of the Services.

c. The Client shall be responsible for the preparation and maintenance of the relevant premises for the provision of the Services. This includes the identification, monitoring, correction, or removal of any actual or potentially hazardous conditions or materials from any of its premises prior to and during the provision of the Services at those premises as well as the provision of insurance without recourse to the Company or its agents, servants, employees or subcontractors in respect of any lossor injury suƯered to or caused by the Company or its agents, servants, employees or subcontractors.

d. The Client shall also implement all necessary measures to ensure the safety and security of working conditions on-site and in respect of the access to such site in relation to the performance of the Services and shall inform the Company of all applicable health and safety rules, regulations, and any other reasonable security requirements at any of the Client’s premises.

e. Ensure that adequate information, instructions, and documentation are provided, either directly or through suppliers and subcontractors, in a timely manner and, in any event, no later than 48 hours prior to the desired intervention, to facilitate the performance of the required Services.

f. The Client shall be responsible for providing any special equipment and personnel necessary for the performance of the Services, if required. Where necessary, the Client shall obtain and maintain all required licenses and consents and shall comply with all applicable legislation concerning the Services and the use of the Client’s equipment.

g. To the extent that the Company provides Services, the Client acknowledges that the Company does not guarantee any specific success but only the provision of such Services. The Client is responsible for exercising its own independent judgment regarding the information and recommendations provided by Company. Furthermore, neither the Company nor any of its agents warrant the quality, outcome, eƯectiveness, or appropriateness of any decision or action taken based on any Report of Findings or other notification issued by the Company.

h. The Client acknowledges that in the interests of health and safety, the Company grants each of its agents, employees, subcontractors and representatives a ‘stop work authority’ permitting them to stop work and leave site at their sole discretion if they or other Company personnel have concerns of any nature in respect of health and safety and the Client agrees that no liability of the Company shall arise from the exercise of such discretion, but that payment for such visit shall remain due to the Company.

i. The Client shall have in place contracts of insurance with reputable insurers incorporated in the Kingdom of Saudi Arabia[ or another country by agreement in writing with the Company to cover its obligations under these General Conditions. On request, the Client shall supply evidence of the maintenance of such insurance and all of its terms from time to time applicable. The Client shall on request assign to the Company the benefit of such insurance.

4) FEES & PAYMENT

a. The Client shall promptly pay each invoice submitted by the Company in full and in cleared funds no later than thirty (30) days from the invoice date, unless diƯerent payment terms are agreed upon and specified in the invoice as the ‘Due Date.’ If the Client fails to pay the Company by the Due Date, the Company may charge interest on the overdue amount from the due date until the date payment is actually received, at a monthly rate of 1.5% (or such other rate as established in the invoice and permitted by local law).

b. Fees not agreed upon between the Company and the Client at the time of order placement or contract negotiation shall be charged at the Company’s standard rates as notified to the Client on request, which are subject to change. All applicable taxes shall be payable by the Client.

c. The Client shall not be entitled to retain or defer payment of any sums invoiced by the Company on account of any dispute, counterclaim, or set-oƯ it may allege against the Company. Any objections to invoices must be raised within 15 days of receipt of the relevant invoice, and no objections shall be permitted thereafter.

d. Notwithstanding the provisions of Article 9 b) below The Company may choose to initiate legal action for the collection of unpaid fees in any court of competent jurisdiction. The Client shall be responsible for all of the Company’s collection costs, including attorney’s fees and related expenses.

e. In the event that any unforeseen problems or expenses arise during the course of providing the Services, the Company shall make reasonable eƯorts to inform the Client. The Company shall be entitled to charge additional fees to cover the extra time and costs necessarily incurred to complete the Services.

f. In the event that the Client does not comply with its obligations under Article 3, or the Company is unable to perform all or part of the Services due to any cause beyond the Company’s control, the Company shall still be entitled to payment. This payment shall include but is not limited to: (i) the amount of all non-refundable expenses incurred by the Company; and (ii) a proportion of the agreed fee determined by the Company as corresponding to the proportion of the Services actually performed.

g. In the event of a change in law or Client policy that increases the cost to the Company of delivering the Services, the Parties agree that the Fees for the Services may be adjusted by way of notice from the Company to reflect these increased costs. The Company shall provide evidence of such increases as is reasonably practicable.

5) SUSPENSION OR TERMINATION OF SERVICE

a. The Company can terminate the Services and/or the contractual relationship at any time and for any reason by giving the Client at least 10 days’ written notice, without being liable to the Client.

b. Additionally, The Company may immediately and without liability suspend or terminate the Services if (i) the Client fails to meet any of its obligations under these General Conditions and/or any related contractual document and does not fix the issue to the satisfaction of the Company within 10 days of receiving notice; or (ii) the Client suspends payments, makes arrangements with creditors, declares bankruptcy, becomes insolvent, enters receivership, or ceases or threatens to cease business operations.(iii) the Client violates any laws, trade laws, or is subject to applicable sanctions, or if providing the Services causes the Company to breach applicable trade laws.

6) CONFIDENTIALITY

a. As used hereinafter, “Confidential Information” shall mean Client Information and any information, in any form, disclosed by one Party to the other, including but not limited to technical, environmental, commercial, legal, and financial information relating directly or indirectly to the Parties and/or the contract.

b. Confidential information or the confidentiality undertaking shall not apply to any information which, (i) is or becomes publicly available through no wrongful act; (ii) was available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party; (iii) is disclosed by an independent third party with the right to make such disclosure; (iv) is disclosed in accordance with the requirements of law, any stock exchange regulation, or any binding judgment, order, or requirement of any court or other competent authority; or (v) is disclosed to an aƯiliate of the Party on a need-to-know basis.

c. Unless required by law, neither party shall disclose or use any confidential knowledge, Confidential Information, or any financial or trading information for any purpose whatsoever without the prior written consent of the disclosing Party, except as necessary for the Company to provide the services.

d. Notwithstanding the provision of this Article 6, upon expiry of contractual relationship(s) or is terminated for any reason, and if the other Party requests, each Party must return or destroy the other Party’s Confidential Information that they have. However, the Company can keep samples, photographs and copies of Reports of Findings and analyses as required by its record retention policies or by law or accreditation bodies.

e. Notwithstanding the provisions of this Article 6, the Client agrees that the Company and its aƯiliates shall have the right to use from time to time the Client’s data on an anonymous basis for benchmarking and analysis purposes. Any such use by the Company shall comply with applicable regulations, particularly those relating to personal data and data management.

7) LIABILITY AND INDEMINATION

a. The Company is not an insurer or guarantor and disclaims any liability in that role. Clients who want protection against loss or damage should obtain appropriate insurance.

b. Reports of Findings are based on information, documents, and/or samples provided by or on behalf of the Client and are intended solely for the Client’s benefit. The Client is responsible for deciding how to act on these Reports of Findings. Neither the Company nor its oƯicers, employees, agents, or subcontractors will be liable to the Client or any third party for any reliance placed or actions taken or not taken based on these Reports of Findings, nor for any incorrect results due to unclear, erroneous, incomplete, misleading, or false information provided to the Company.

c. The Company will not be liable for any delays, partial, or total non-performance of the Services caused directly or indirectly by events outside the Company’s control, including the Client’s failure to meet its obligations to the Company.

d. the company’s total liability for any claim related to loss, damage, or expense of any kind, arising in any manner in connection with or related to or arising from the services, shall under no circumstances exceed an aggregate sum equal to 10 times the fee paid for the specific service giving rise to such claim, or us$20,000 (or its equivalent in local currency at the time such loss damage or expense arose or was incurred ), whichever is less.

e. The company shall not be liable for any indirect or consequential losses, including but not limited to loss of profits, loss of business, loss of opportunity, loss of goodwill, costs of product recall, business interruption, or downtime. Furthermore, the company shall have no liability for any loss, damage, or expenses arising from third-party claims (including, without limitation, product liability claims) that may be incurred by the client.

f. In the event of any claim, the Client must notify the Company in writing within 10 days with particulars of the claim. The Company will not be liable for any claims for loss, damage, or expense unless a lawsuit is filed within one year from (i) the date the Company performed the Service that led to the claim; or (ii) the date the Service should have been completed if they were not performed.

g. The Client shall guarantee, hold harmless and indemnify the Company and its aƯiliates, and their respective employees, directors, agents, consultants or subcontractors against all claims (actual or threatened) made by third parties for loss, damage or expense of whatever nature (including, but not limited to negligence and gross negligence) including all legal expense and related cost and howsoever arising, relating to the performance, purported performance or nonperformance of any Service, to the extent that the aggregate of such claims for any one Service exceeds the limitation of liability as set out in Article 7(d) above.

8) MISCELLANEOUS

a. If any one or more or part of the provisions of these General Conditions is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the other and remaining part of provisions of the Agreement shall not be affected.

b. During the course of providing services and for the period of one year thereafter, the Client shall not, directly or indirectly, solicit, entice, encourage, or make any offer to any employee of the Company to leave their employment with the Company. This restriction applies regardless of whether solicitation, enticement, encouragement, or oƯer is made on the Client’s own behalf or on behalf of any other person or entity.

c. The use of Company’s corporate name or any of its registered trademarks for advertising or promotional purposes or otherwise howsoever is strictly prohibited.

d. Each of the Company and the Client shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that: i) all of its personnel; ii) all others associated with it; and iii) all of its sub-contractors; involved in performing any applicable contract so comply.

e. Without limitation to Article 8 d), neither the Company nor the Client shall make or receive any bribe or other improper payment, or allow any such to be made or received on its behalf, either in the Kingdom of Saudi Arabia or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

f. The Client shall immediately notify the Company as soon as it becomes aware of a breach or possible breach by the Client or any of its servants, agents or employees of any of the requirements in this Article 8.

g. The Client may not assign, subcontract or encumber any right or obligation under its contract with the Company, in whole or in part, without the prior written consent of the Company, which it may withhold or delay at its absolute discretion.

h. Any breach of the above provisions of Article 8 d) above by the Client shall be deemed a material breach of these General Conditions that is not remediable and shall entitle the Company to immediately terminate its contract with the Client without any liability.

i. If there is a conflict between the terms contained in these General Conditions and the terms of the any order, schedule, appendix or annex to any contract between the Company and the Client, the terms of these General Conditions shall prevail to the extent of the conflict.

j. No failure, delay or omission by the Company in exercising any right, power or remedy provided by law or under any applicable contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

k. No single or partial exercise of any right, power or remedy provided by law or under any applicable contract by the Company shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Company.

l. A waiver of any term, provision, condition or breach of any applicable contract by the Company shall only be eƯective if given in writing and signed by the Co0mpany, and then only in the instance and for the purpose for which it is given.

m. The Company and the Client are independent persons and are not partners, principal and agent or employer and employee and any contract they enter into does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither the Company or the Client shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

9) GOVERNING LAW, JURIDICTIONS AND DISPUTE RESOLUTION

a. The contractual relationship between the Company and the Client including these General Conditions as well as any Report of Findings shall be governed by and construed in accordance with the laws of Saudi Arabia.

b. Any dispute, controversy or claim arising of or relating to such contractual relationship, these General Conditions or any Report of Findings or the breach, termination or invalidity of any of the same, shall be settled by arbitration administered by the Saudi Centre for Commercial arbitration (SCCA) in accordance with its Rules. If the amount in dispute does not exceed USD5,000 exclusive of arbitration costs or its equivalent in SAR the Expedited Procedures set forth in such Rules shall apply. The arbitration shall take place in Saudi Arabia, the country where the Company is registered, and shall be conducted in the English language.