VANGUARD ENERGY LLC

TRADING TERMS AND CONDITIONS

Last Updated: June 2025

Welcome to Vanguard Energy LLC. These Trading Terms and Conditions (“Terms”) apply to your interactions with Vanguard Energy LLC (“Vanguard,” “we,” “our,” or “us”), including access to our services, products, contracts, operations, and communications.

By engaging with us or entering into any transaction or discussion related to our business activities, you acknowledge and agree to be legally bound by these Terms. These Terms apply in all instances, whether via email, digital portal, website, or in-person dealings, unless expressly superseded by a written and signed agreement.

1. SCOPE AND APPLICABILITY

These Terms apply to all transactions involving Vanguard’s direct or indirect trading activities, including but not limited to:

  • Refined petroleum products (e.g., motor fuels, ULSD, gasoline)
  • Crude oil (light, medium, heavy)
  • Fuel oils and residuals
  • Alternative commodities (e.g., fly ash, gold, minerals)
  • Associated logistics or midstream infrastructure

These Terms do not apply to brokerage services, as Vanguard acts solely as a commercial counterparty and/or position holder in each transaction.

2. LEGAL CAPACITY AND REPRESENTATION

You represent that you have the legal capacity and authority to enter into transactions with Vanguard. If acting on behalf of a company, you confirm you are duly authorized to bind that company. All representations, warranties, and acknowledgments made by any party must be in writing and verifiable.

3. DUE DILIGENCE AND COMPLIANCE

All counterparties shall comply with applicable laws and regulations, including:

  • U.S. Foreign Corrupt Practices Act (FCPA)
  • OFAC and other international sanctions
  • Anti-money laundering (AML) and counter-terrorist financing laws
  • Environmental regulations and export controls

Vanguard reserves the right to suspend or terminate engagement immediately if there is suspicion of legal non-compliance, sanctioned activity, misrepresentation, or ethical violations.

4. PRODUCT STANDARDS AND INSPECTION

All traded commodities must conform to agreed specifications. Unless otherwise stated:

  • All quality and quantity measurements will be verified by a mutually accepted, internationally recognized inspection company.
  • Fresh, pre-execution samples are required.
  • Fresh cargo samples must be provided per shipment.

All sampling and lab costs are the responsibility of the seller, unless agreed otherwise in writing.

5. TITLE AND RISK

Title and risk transfer shall occur based on the agreed Incoterm (e.g., FOB, CIF). No implied or constructive transfer shall be deemed valid unless documented.

6. PAYMENT TERMS

Unless otherwise agreed:

  • Payment shall be made in U.S. Dollars to a designated Vanguard account.
  • Vanguard may require upfront payment, letters of credit, or performance guarantees.
  • Late payments may incur interest at 1.5% per month or the maximum legal rate.

7. CONFIDENTIALITY

All transaction-related communications and terms are strictly confidential and may not be disclosed without written authorization, except:

  • As required by law
  • To advisors under confidentiality
  • To regulatory authorities upon lawful request

This clause survives for three (3) years post-deal or transaction.

8. LIMITATION OF LIABILITY

To the fullest extent allowed by law:

  • Vanguard shall not be liable for indirect, special, or consequential damages, including loss of profits.
  • Vanguard’s liability is capped at the net proceeds received by Vanguard in the relevant transaction.

9. FORCE MAJEURE

Vanguard shall not be liable for delays or failures due to causes beyond its control, including:

  • Natural disasters, wars, or terrorism
  • Government actions or embargoes
  • Utility failures, pandemics, or supply chain disruptions

10. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by the laws of the State of Florida, USA. Disputes will be resolved via binding arbitration in Miami, Florida, under AAA rules. English shall be the governing language.

11. U.S. GOVERNMENT AND DFC COMPLIANCE

Where Vanguard uses U.S. Development Finance Corporation (DFC) support, you agree to:

  • Comply with DFC anti-bribery, environmental, and sanctions requirements
  • Cooperate with DFC audits and provide accurate records
  • Allow Vanguard to suspend/terminate transactions if DFC-related legal or reputational risks arise

12. TIER 1 BANKING COMPLIANCE (DEUTSCHE, CITI, UBS, ETC.)

For transactions involving Tier 1 financial institutions, including Deutsche Bank, Citibank, UBS, or others:

  • You agree to provide all KYC/AML documentation on request
  • You represent no involvement with sanctioned entities or jurisdictions
  • You acknowledge ESG scrutiny may apply
  • Vanguard may suspend or terminate any transaction based on institutional banking partner concerns
  • You waive claims against Vanguard for good-faith banking compliance decisions

13. INFORMATION SHARING

You consent to the limited sharing of your corporate information with Vanguard’s financial institutions and legal advisors as required to fulfill compliance, funding, or transaction duties. All such disclosures shall be protected by reasonable confidentiality measures.

14. MODIFICATIONS AND SURVIVAL

Vanguard may revise these Terms at any time by updating the version posted to its website. Continued engagement constitutes acceptance of any such modifications. Clauses related to liability, dispute resolution, compliance, and confidentiality shall survive termination.

15. Contact

Vanguard Energy LLC
999 Ponce de Leon
Suite 520
Coral Gables, FL 33134
Email: operations@vanguardenergy-sa.com
Phone: +1.786.604.2888
Website: www.vanguardenergy-sa.com