These General Terms and Conditions of Sale for Marine Fuels shall apply to each contract of sale of Marine Fuel between Worldwide Bunkering DMCC as a Seller and any Buyer unless otherwise agreed in writing in the Bunker Supply Stem Confirmation (further called as “BSSC”). Each delivery shall constitute a separate Sale contract consisting of Bunker Enquiry and BSSC which are considered as an essentially integrated and incorporated part of these General Terms and Conditions (hereinafter: “GTC”). These GTC, together with BSSC constitute the entire agreement (“Agreement”) between the parties with respect to each supply of Marine Fuels and shall supersede any prior understandings, agreements or arrangements between the parties, written or oral, in relation to this subject matter.

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1. Definitions
Throughout these General Terms and Conditions, except where the context otherwise requires, the following definitions shall be applied:

“Bunker Enquiry” means the form the Buyer sends to the Seller specifying the following: name of the nominated vessel, vessel’s flag, IMO number, port of supply, destination port, ETA/D, period of stay in a port, agent company, consignee, way of delivery, grade, quantity and specification of Marine Fuels, price and terms of payment preliminarily agreed by the Parties.

“Bunker Delivery Note” or “BDN” means the document signed and stamped by the Master of the Vessel or his duly authorized representative, by the Chief Engineer of the Vessel and by the Seller or its duly authorized representative, and returned to the Seller or its duly authorized representative, as acknowledgement of the Delivery. A copy of such document shall be provided to the Master of the Vessel or to his duly authorized representative.

“Bunker Supply Stem Confirmation” means the form the Seller sends to the Buyer specifying the actual price and terms of payment, those confirming the possibility of delivery under the Buyer’s Bunker Enquiry.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business.

“Buyer” means the party and/or parties contracting to purchase, take delivery and pay for Marine Fuels as set out in the Seller's Bunker Supply Stem Confirmation, including its servants, agents, brokers, designated representatives, subsidiaries or affiliates wherever applicable.

“Delivery Port” shall mean the port specified in the Purchase Order, as confirmed by the Seller in the BSSC, at which the Seller shall deliver the Marine Fuels to the Receiving Vessel.

“Due Date” means the day payment shall be credited to the Seller’s account basis the required date for payment specified in the BSSC and/or this GTC and the Seller shall be entitled to receive interest from the same date if payment is not received on such required date;

“ETA” means the estimated date of arrival of the Buyer’s vessel. “ETD” means the estimated time of departure of the Buyer’s vessel.

“Marine Fuels” means products, derived from crude oil, and/or other petroleum products and lubricants delivered or to be delivered to the Vessel.

“Sale Contract” means collectively Bunker Enquiry, Bunker Supply Stem Confirmation and these General Terms and Conditions as may be amended from time to time.

“Seller” means the party contracting to sell and deliver Marine Fuels.

“Seller’s Internal Regulations and Procedures” shall have the meaning of any relevant Internal Regulations of Worldwide Bunkering DMCC valid at the date of the BSSC and/or any relevant corporate procedure as approved by the Seller’s management and effective at the date of the BSSC.

“Vessel” means the vessel, ship or craft duly nominated to receive Marine Fuels as specified in the BSSC.

 

2. Grades / Quality

a. The Buyer shall have the sole responsibility for the nomination of the grades of Marine Fuels suitable to the Vessel, and shall state the grades required in the Sales Contract.

b. The Seller warrants that at the time of delivery the Marine Fuels shall comply with the grades nominated by the Buyer, shall be of satisfactory quality and that their characteristics will correspond to those generally offered in the relevant port of delivery. Unless otherwise agreed and stated in the Sales Contract the Marine Fuels shall be described using ISO Standard 8217:2017 or any subsequent amendment thereof.

c. The Seller can in no circumstances be held responsible for the consequences of the misuse or defective application of any such product.

d. Notwithstanding anything to the contrary stated in these GTC and/or the corresponding BSSC and as far as not in contradiction with any applicable laws and/or regulations, the Buyer shall take all reasonable measures, including retention and/or consumption of Marine Fuels in accordance with the Seller’s instructions, to negate or minimize any costs associated with a suspected or evidenced off-specification Fuels supply. To this end the Buyer shall cooperate with the Seller in achieving the most cost effective solution. If the Buyer removes such Marine fuels without the consent of the Seller, then all such costs shall be for the Buyer’s account.

3. Quantities / Measurements

а. The quantities of Marine Fuels delivered shall be determined from the official gauge or flowmeter of the Bunker Tanker or tank truck effecting delivery, or in case of delivery ex wharf, of the shore-flowmeter. The Marine Fuels shall be measured and calculated in accordance with methods and standards effective in the loading port at the moment of delivery. Such measurements are agreed to be the only valid and binding measurements to determine the quantities supplied. Quantities calculated from the Receiving Vessel’s soundings shall not be considered.

b. Should the Buyer’s representative fail or decline to verify the quantities, the measurements of quantities made by the Seller shall be final and binding and the Buyer shall be deemed to have waived any and all claims in regard to any variance. The Buyer expressly undertakes not to make any endorsement, complaint or comment on the Bunker Delivery Note when presented for signature by the Buyer’s representative(s), any insertion made in such a way shall be invalid.

c. The Buyer and the Seller shall both have the right to be present or be represented when such measurements are taken and shall be given sufficient information and access to the official gauge or flowmeter of the Bunker Tanker or shore-flowmeter and relevant documentation to verify the volume delivered.

d. In the event of complaint and/or comment on the quantity of Marine Fuels delivered, the Buyer or the Master of the Vessel shall issue a letter of protest followed by a complaint in detail to the Seller, setting out the exact quantities claimed as short of supplied, and with full supporting documents, in writing within 7 (seven) days thereof, failing which, any such claim by the Buyer shall be barred. In such case the Seller’s measurements shall be conclusive evidence of the quantity of Marine Fuels delivered.

4. Sampling

a. The Seller shall arrange for a representative sample of each grade of Marine Fuels to be drawn throughout the entire bunkering operation. Samples shall be drawn in accordance with the customary method at the port of supply and/or using a mutually accepted sampling device. In case that drip sampling is not available onboard the barge, tank truck or shore tank, samples shall be taken as a composite of each tank from which supplies are made, onboard the barge (respectively at the shore tank or tank truck), divided with 1/3 from each the top, middle and bottom of the tanks. Sample shall be thoroughly mixed and carefully divided into no less than three (3) identical samples with labels showing the Vessel’s name, identity of delivery facility, product name, delivery date and place and point of sampling and seal number, authenticated with the Vessel’s stamp and signed by the Seller’s representative and the Master of the Vessel or his authorized representative. Seal numbers of the samples shall be recorded on the Bunker Delivery Note. Only such samples the seal number of which were duly recorded on the BDN shall be considered representative samples and will be accepted as evidence of the quality of Marine Fuels delivered. One (1) sample shall be secured by the Supplier and the other two (2) samples shall be kept by the Vessel, one of which being dedicated as the MARPOL sample.

b. In the event of a dispute in regard to the quality of Marine Fuels delivered, the result of analysis of the Seller’s representative samples, performed by an independent laboratory mutually appointed by the Buyer and the Seller shall be final and binding upon the Parties in regard to the quality of Marine Fuels. The Parties will use their best endeavours to agree upon the independent laboratory to perform the tests. If no agreement can be reached on the choice of the laboratory within 3 days from the time the Buyer was advised of the Seller’s opting to have the sample tested, the Seller may send the sample to a reputable and independent laboratory of its choice for the tests to be conducted, and the test results will be final and binding upon the Parties.

c. The seal must be breached only in presence of both Parties unless one/both declare in writing that they will not be present and both Parties shall have the right to appoint independent person(s) or surveyor(s) to witness the seal breaking.

d. If the quantity is delivered by more than one bunker barge or tanker or tank truck, the sampling procedure shall be repeated as outlined in this clause 4.

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5. Delivery

a. No later than 3 (three) days prior to the ETA of the Vessel, the Buyer will submit to the Seller a Bunker Enquiry including all the details as stipulated in clause 1 herein. Should the Seller be able to confirm its ability to effect the delivery, a corresponding BSSC will be forwarded to the Buyer within 1 (one) bank day from the date of receipt of the Buyer’s Bunker Enquiry. From the moment of issuance of the Seller’s BSSC, any cancellation of the Bunker Enquiry by the Buyer less than 48 hours prior to the ETA of the Vessel may be treated, upon the Seller’s sole discretion, as a breach of the Buyer’s obligation to receive Marine Fuels in full or in part in accordance with clause 5(f) herein. Such breach, if the Seller chooses to act upon, will entitle the Seller in any and all remedies available under this Contract and under the applicable law.

b. The Marine Fuels shall be delivered to the Vessel at the port or place of delivery stated in the Bunker Enquiry and delivery shall be subject to the regulations of the port or place of delivery. The vessel’s ETA and ETD shall be stated in the Bunker Enquiry and both shall define the Delivery Period. Seller shall use its reasonable efforts, but shall be under no obligation to make the delivery if the Buyer or its agent requests the supply to be made outside the Delivery Period. In the event that delivery is desired outside normal working hours and is permitted by port regulations, the Buyer shall pay all overtime and additional expenses included in connection therewith.

c. The Buyer or his agent at the port or place of delivery shall give the Seller or his representative at the port of delivery 72/48/24-hours definite notice of Vessel’s arrival and the location and time at which deliveries are required. This notice must be received by the Seller during its regular working hours and business days. In such cases where the Buyer fails to provide such notice, the Seller shall not be liable for any delay occurring as a result of Buyer’s fault.

d. The Buyer shall ensure that the Vessel is in possession of all certificates required to comply with all relevant regulations pertaining to delivery of the Marine Fuels at the port or place of delivery and that the Master of the Vessel shall:
(i) advise the Seller in writing, prior to delivery, of the maximum allowable pumping rate and pressure and agree on communication and emergency shut-down procedures;
(ii) notify the Seller in writing prior to delivery, of any special conditions, difficulties, peculiarities, deficiencies or defects in respect of and particular to the Vessel which might adversely affect the delivery of the Marine Fuels;
(iii) provide a free side to receive the Marine Fuels and render all necessary assistance which may reasonably be required to moor or unmoor the Bunker Tanker;
(iv) confirm the quantity and grade of Marine Fuels to be supplied and, if more than one grade of fuel is to be supplied, the order in which grades are to be supplied;

e. The Buyer or the Vessel shall bear full responsibility for all connections and disconnections between delivery hose(s) and the vessel’s intake pipe and shall require the hose(s) to be properly secured and connected to the vessel’s manifold prior to the commencement of delivery. In such cases where the Seller has doubts as to the safety of delivery facilities of the Vessel, the Seller can, by his choice, to suspend delivery until, in the Seller’s opinion, the Vessel can safely receive the Fuels or terminate the Contract in accordance with s.11 and s. 5(f) of the GTC.

f. If the Buyer or the Vessel fails to receive Marine Fuels in whole or in part at the agreed time of delivery, the Buyer shall be fully liable for any and all additional expenses and expanses incurred by the Seller. In such case, the Seller can, at its discretion, either deliver to the Buyer on a date newly confirmed by the Seller at the price stated at the BSSC or amended by the Seller’s sole discretion, or terminate the Contract.

g. Where the Contract is terminated in accordance with s. 5(e) and without prejudice to other rights and remedies available to the Seller under the Sale Contract or under any applicable law, the Buyer shall remunerate the Seller for any losses incurred as a result of the Buyer’s cancellation or failure to accept Marine Fuels, including without limitation, hedging costs (if any), decreased value of the fuel and costs of return of Fuels to storage including any associated demurrage.

h. The Vessel shall provide segregated tankage to receive the contracted quantity of Marine Fuels. The Seller shall not be responsible for on board safety or storage failures that may affect the delivery as requested and shall have the right to recover from the Buyer any cost incurred therefrom.

i. The Marine Fuels shall be delivered by either ex-pipe or bunker barge (which shall include bunkering vessels) in accordance with the BSSC. It is expressly agreed that the  Seller may (at its option) deliver the Marine Fuels by several bunker barges.

j. The Seller reserves the right to source the delivery from a third party supplier if for any reason whatsoever the delivery cannot be sourced from its original supplier, subject to remaining responsible in all related to performance of this Contract.

k. The Vessel will be bunkered as promptly as circumstances permit, but the Seller shall not be liable for any loss, expense, damage, delay or demurrage whatsoever which may be suffered by the Buyer as a result of any delay arising from congestion or technical failure of any type affecting the Seller’s facilities, howsoever caused. In case of delay or failure to deliver the Marine Fuels the Seller shall not be liable to the Buyer or any other entity for any claim, loss or damage unless such delay or failure to deliver is caused by the Seller’s gross negligence, and in any case subject to Limitation of Liabilities as set in these GTC.

l. If a spill occurs during supply, the Buyer shall promptly take all action reasonably necessary to remove the spillage and mitigate its effect. If the Buyer fails to promptly take such action, the Seller may, at its option, take such measures it considers to be necessary or desirable in connection with the removal of the spillage and the mitigation of its effects by employing its own resources or contracting with others.

Without prejudice to the first paragraph of this sub-clause 5(l), the Seller shall indemnify the Buyer against all liability, costs and expenses (including but not limited to those incurred by the Buyer in accordance with this Clause 5(l)) arising from any spillage to the extent that such spillage has been caused or contributed to by the negligence of the Seller or failure of or defect in the Seller’s equipment. The Buyer shall indemnify the Seller against all liability, costs and expenses (including but not limited to those incurred by the Seller in accordance with the provisions of this Clause 5(l)) arising from any spillage except to the extent that such spillage has been caused or contributed to by the Seller’s negligence or failure of the Seller or defect in the Seller’s equipment. The Buyer shall promptly provide the Seller with any requested documents and information regarding a spill including the vessel’s spill contingency plan or any other applicable programme for the prevention or mitigation of pollution as required by any applicable laws or regulations.

6. Price

a. The price of the Marine Fuels shall be in the amount expressed per unit as stated in the BSSC and in the currency stated in the BSSC for each grade of Marine Fuels. The price as specified in the BSSC will include any charges, expenses and costs, such as barging or freight or any other costs integral to the delivery, as applicable and existing at the moment of issuance of the BSSC, which are incurred by the Seller but shall be on the Buyer’s account.

b. If applicable, in addition to the price for the Marine Fuels stated in the BSSC the Buyer shall pay any and all VAT and/or excise duty charges and/or any other additional charges, such as wharfage charges, barging charges, mooring charges or port duties, freights or other costs related to the delivery, including but not limited to any duties or tax charges, customs duties, other costs incurred by the Seller in the country where the delivery takes place, as imposed before or after delivery of the Marine Fuels. Any such charges, duties or costs will be paid by the Buyer promptly, and in any case, no later than 5 (give) bank days from the date of receipt of the corresponding payment demand.

The Seller reserves the right to modify the price if the Vessel arrives forty-eight (48) hours after expiration of the agreed Delivery Date. If Buyer does not accept such adjustment, the delivery shall be cancelled without liability to the other Party.

7. Payment

a. The payment terms for Marine Fuels to be stipulated in each corresponding BSSC which constitutes an integral part of the present Sale Contract. Payment for the Marine Fuels shall be made by the Buyer not later than a Due Date. In the event payment has been made in advance of delivery, same shall be adjusted on the basis of the actual quantities of products delivered and additional payment and/or refund shall be made within five (5) days after the completion of delivery. Unless otherwise agreed, payment shall be made against presentation of the invoice (invoice in electronic or fax form being acceptable) before or on the Due Date. The invoice can be forwarded by fax or email and shall be valid for all intents and purposes.

b. Unless otherwise stated in this GTC and/or in the BSSC, payment shall be made in full, without any set-off, counterclaim, deduction of any amount and/or discount, free of bank charges. If the payment is effected not personally by the Buyer but by the third parties as an Agent of the Buyer, either the Buyer or the Buyer’s Agent shall seek the Seller’s written consent before effecting the payment of corresponding invoice, such consent not to be unreasonably withheld.

c. If the payment date falls on Saturday or Bank Holiday other than Monday, then payment shall be due on the day preceding this Banking Day. If the payment date falls on Sunday or Monday Bank Holiday then payment shall be due on the following Banking Day.

d. Any delay in payment and/or refund shall entitle the Seller to interest at the rate of 2 (two) percent per month (compounded monthly for each month [or part thereof] of non- payment) for each day of delay in payment. In the event of non-payment, the Seller reserves the right to pursue such legal remedies as may be available to them to recover full amount owed.

e. If the payment is not credited onto the Seller's bank account on the Due Date and on the terms as specified in the BSSC, the Seller is entitled to suspend the delivery of the Marine Fuels and/or any further delivery scheduled for the Buyer until the payment for the Marine Fuels is received in full from the Buyer.

f. Marine Fuels delivered hereunder shall be delivered not only on the account of the Buyer but also on the account of the Vessel, its owners, managers, operators, charterers and agents (hereinafter: the Vessel’s owner). The Buyer warrants hereby that it possesses an express authorisation from the Vessel’s owner to purchase and carry the Marine Fuels on board the Vessel. The Buyer undertakes to impose onto the Vessel’s owner and/or Charterer to whom Marine Fuels are supplied the same liabilities, express or implied, for supply of the Marine Fuels as apply on the Buyer under the terms of the Sale Contract hereunder.

g. Until the payment for the Marine Fuels delivered under the Sale Contract is received in full by the Seller, it is agreed that the Buyer and the Vessel’s Owner are jointly and severally liable for the payment. It is agreed that any overdue payment under this Sale Contract will create a maritime lien for the unpaid purchase price of the Marine Fuels including any and all interests and costs incurred in relation to enforcement of maritime lien or claim thereupon, until the moment the price is paid in full by the Buyer. In any case the Seller’s right of maritime lien over the Vessel shall not be prejudiced by any “No Lien” stamp or any other disclaimer on any of the documents related to the delivery of the Marine Fuels under this Sale Contract and/or any applicable law, either of the place of delivery, or the flag of the Vessel, or the place of jurisdiction of the arrest of the Vessel.

h. Where a payment is made based on a credit open to the Buyer and, in the sole opinion of the Seller, the Buyer’s financial situation change substantially and/or credit is deemed to be impaired or becomes unsatisfactory; and/or the Seller’s credit risk towards the Buyer will exceed the Seller’s internal credit limit (which can be amended by the Seller at any time), the Seller may (without prejudice to its other rights), the Seller may at its absolute discretion require the Buyer to either pay the full amount due in advance or pay immediately any outstanding amount due in respect of any delivery by the Seller to the Buyer and/or to provide security satisfactory to the Seller (which can cover both future deliveries and deliveries made but not yet paid for) to the Buyer. In such case where the Buyer fails to comply with the Seller’s requirement the Seller is entitled to suspend any future delivery and may terminate the Contract fortnight provided written notice is given to the Buyer.

8. Claims and Liability

a. Any dispute as to the shortages in quantity delivered must be noted at the time of delivery in the letter of protest, failing which any such claim shall be deemed to be waived and forever barred, except for disputes based on density.

b. The Buyer must notify the Seller in writing of any claim as to the quality of the Marine Fuels promptly after the circumstances giving rise to such claim have been discovered. The Buyer shall submit the claim in writing together with all the supporting documents within 20 (twenty) days from the date of delivery (“Qualifying Period”), apart from such claims based on or related to density of the Marine Fuels, for which the Qualifying Period shall stand on 7 (seven) days only. The Buyer may submit the claim by email or fax provided the originals of the supporting documents will be dispatched by post within the Qualifying Period. If the Buyer fails to submit any such claim to the Seller within the Qualifying Period, then the circumstances of the claim shall be presumed not to have been caused by deficiency in the quality or description of the Marine Fuels supplied and any such claim shall be deemed to have been waived and absolutely barred.

c. In the event a claim is raised, the parties hereto shall have the quality of the Marine Fuels analysed by a mutually agreed, qualified and independent laboratory. The Seller shall provide the laboratory with one of the samples retained by them. Unless otherwise agreed the expenses of the analysis shall be for the account of the party whose claim is found groundless by the analysis. Both parties expressly agree that the result of this joint quality inspection shall be final and binding as evidence of the quality of the product delivered.

d. Notwithstanding the foregoing, in the event that the Seller is bound to be liable to the Buyer, the total amount payable by way of compensation shall not exceed the price charged to the Buyer for fuel supplied under the Sale Contract. It is pre-condition to the payment of any compensation by the Seller that all sums standing due to the Seller from the Buyer are first paid and settled.

e. The Seller shall not be liable for any indirect, special, punitive, incidental or consequential losses, damages or expenses and/or loss of actual, projected and/or prospective profits, anticipated cost savings or financial or economic loss and/or any demurrage or deviation costs arising out of or in connection with the Contract or its termination for whatever reason.

f. In such cases where the Marine Fuels supplied become subject to commingling with any other fuels located at the time of delivery in tanks and/or on board the Vessel, the Seller shall not be liable for any claim arising out of or in relation to from such commingling.

9. Risk / Title

Risk and title in the Marine Fuels shall pass to the Buyer once the Marine Fuels have passed the Seller’s flange connecting the Vessel’s bunker manifold with the delivery facilities provided by the Seller.

10. Termination

Without prejudice to accrued rights express or implied herein and without prejudice to its other rights and remedies, the Seller shall be entitled in its sole discretion to terminate the Sale Contract fortnight and/or immediately suspend any delivery under the Sale Contract, provided written or oral notification (confirmed in writing thereafter) is given to the Buyer, in each one of the following events (“Default Events”):

(a) Any application being made or any proceedings being commenced, or any order or judgement being given by any court, for the Buyer or any of its parent company/ies or the Buyer’s ultimate beneficiary for:

(i) liquidation, winding up, bankruptcy, insolvency, dissolution, administration or reorganisation or similar, or

(ii) appointment of a receiver, liquidator, trustee, administrator, administrative receiver or similar functionary on all or a substantial part of its assets (otherwise than for the purpose of a reconstruction or amalgamation); or

(iii) a resolution passed for its winding up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); or

(iv) a general arrangement or assignment is made with or for the benefit of its creditors; or

(v) becoming a subject to any events which under the applicable laws of any jurisdiction it is a subject to will have similar effect to the events detailed in sub-clauses (i)-(iv).

(b) The Buyer commits material breach of the Sale Contract and, if such a breach is remediable, fails to remedy the breach within 5 bank days from the date the Buyer is notified in writing by the Seller.

(c) The Buyer commits a repudiatory breach of Sale Contract.

(d) The Buyer fails in part or in full to comply with its obligations to pay any amount due to the Seller, including provision of any security and/or credit support that the Seller required within the time the Seller required to provide it in as set out in these Terms;

(e) The Buyer suspends, threatens to suspends, ceases or threatens to cease to carry out all or a substantial part of its business and/or the Buyer’s financial position deteriorates so far, in the Seller’s opinion, as to reasonably justify the opinion that its ability to perform the Sale Contract is or can be severely compromised.

(f) A change of Control of the Buyer occurs, save where it is a transfer of Control to an entity which is itself subject to the direct or indirect Control of an entity that currently has direct or indirect Control of the Buyer.

11. Cancellation Fees

In such case where the Buyer cancels or fails to take the delivery of the Marine Fuels, in whole or in part, within the Delivery Period for any reason other than a Force Majeure event, the Buyer shall pay the Seller a cancellation fees of

(a) 30 USD/mt of agreed quantities not taken by the Buyer, and

(b) any and all losses and liabilities in excess of such amount as stated in sub-clause (a) above (if any) incurred by Seller as a result of failure of the Buyer to take the delivery in full or in part.

If the cancellation fee as set forth in sub-clause (a) is in fact higher than any actual documented losses of the Seller, the Parties agree herein that at the time of contracting, the Liquidated Damages constituted a genuine pre-estimate of the losses which the Seller were to incur as a result of the Buyer’s cancellation or failure to take the Marine Fuels in full or in part.

12. Health, Safety and Environment

a. In the event of any spillage (which for the purpose of this Clause shall mean any leakage, escape, spillage or overflow of the Marine Fuels) causing or likely to cause pollution occurring at any stage of the bunkering operation, the Buyers and the Sellers shall jointly, and regardless as to whether the Buyers or the Sellers are responsible, immediately take such actions as are reasonably necessary to effect clean up and which shall always be conducted in accordance with such local laws and regulations which may compulsorily apply. Whereby the Buyer fails to act promptly to clean up the spillage, the Buyer authorizes the Seller to conduct such actions as needed for a clean up on behalf of the Buyer and at the Buyer’s risk and expense.

b. The Buyer shall at all times comply with any obligations, requirements or recommendations contained in any law and/or statute and/or International Convention and/or regulation of any territory, state or jurisdiction in or through which the Marine Fuels may be delivered, sold, transported or used and all Government, state or local regulations at the port such as but not limited to, those related to fire, or spillage or loss of Marine Fuels. The Buyer warrants that the Vessel complies with all governmental trading and pollution regulations. The Vessel will not be moored at a wharf or alongside other marine loading facilities of the Seller unless free of all conditions, deficiencies or defects which might impose hazards related to the delivery of the Marine Fuels to the Vessel.

с. The Buyers shall indemnify the Sellers, and hold the Sellers harmless, for any claims, losses, damages, expenses, penalties or other liabilities incurred by the Seller under any applicable law and/or International Convention and/or other national or international oil pollution legislation as a result of any spillage occurring during the delivery of the Marine Fuels once the risk in the Marine Fuels has passed to the Buyers except to the extent that such spillage is caused by any fault on the part of the Sellers.

d. The Buyers hereby warrant and undertake that they enforce a company drug and alcohol policy on board their vessels. It is understood and agreed that the selling, possession, distribution, use or being under the influence of any controlled substance or dangerous drugs other than those medically prescribed is prohibited.

13. Force-Majeure

a. The Parties shall not be responsible for failure to fulfil their contractual obligations in whole or partially if such failure is the result of Force-Majeure circumstances. Any delay, hindrance, curtailment, interference with the Sale Contract due to Force-Majeure circumstances, save for an obligation to make payment under the Sale Contract, shall be included.

b. Force-Majeure circumstances shall mean circumstances caused by the reasons of an extraordinary character outside of control of the Parties, which cannot be prevented by the Parties such as fire, flood, earthquake, ice situation or other natural phenomena or act of God, as well as war, military operations, terrorism, riots, blockade, sabotage, epidemic or pandemic as declared by World Health Organization, strikes or labour disputes, revolution, governmental sanctions de jure or de facto, acts and decrees of government, compliance with any law, regulations or order, demand or request of local, transportation or port authority or governmental agency (such list of examples is not exhaustive) and any other event or circumstance beyond the Parties’ reasonable control, if such circumstances prevent fulfilment of the contractual obligations. Any failure, delay or curtailment of supply or availability of the Marine Fuels related to or caused by events or circumstances outside of Seller’s reasonable control will be considered as Force-Majeure circumstances.

c. The Party, to which it becomes impossible to meet its contractual obligations due to Force-Majeure circumstances shall notify the other Party in writing by fax or email, followed by the dispatch of original notification by the courier, latest 3 (three) days from the date of the beginning of these Force-Majeure circumstances. The date of such notification shall be deemed the date of receipt of such fax or email notifying on the Force-Majeure circumstances. Lack of notification from the party for which it becomes impossible to fulfil its contractual obligations due to Force-Majeure circumstances in conformity with the procedure stated herein shall deprive this party of the right to rely on Force-Majeure circumstances in order to be released from responsibility hereunder.

d. When Force-Majeure circumstances occur the time stipulated for fulfilment by the Parties of their obligations hereunder shall be extended for the period during which the above circumstances and their consequences last. If the above circumstances of Force-Majeure hinder, delay or interfere with fulfilment of the Party’s obligations under this Contract for more than 30 days, and unless agreed otherwise between the Parties, each Party by written notice to the other Party shall have the right to cease further fulfilment of its obligations hereunder (except for the Buyers obligation to pay for the Marine Fuels effectively delivered under the concrete Bunker Inquiry/BSSC) and to terminate the Sale Contract. Such termination will not give rise to any liability, compensation or indemnity.

14. Compliance with Law

Each party undertakes to the other that: (i) the execution and performance of its obligations hereunder do not violate or conflict with any law applicable to it, any order of any governmental or regulatory body or any contractual restriction binding on it; and (ii) it has complied with and that during the continuance of this agreement it will comply with all laws, regulations, orders and requirements of all competent authorities relating to the performance of the agreement.

15. Arbitration and Governing Law

These General Terms and Conditions of Sale, the Bunker Enquiry and the BSSC shall be governed by and construed in accordance with English law as it stands from time to time subject to any variations. Each of the parties hereby irrevocably waives actual personal service of process in connection with any action initiated in any court to whose jurisdiction the parties have by agreement submitted, relating to matters described in the preceding provisions, and agrees in lieu of personal service, to written notice.

The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) will not apply to the Sale Contracts under these GTC.

In case of any dispute controversy or claim arising out of or related to this Sale Contract, including any question regarding its existence, validity, frustration or termination arising out of or in connection with these General Terms and Conditions and/or the corresponding BSSC (“Dispute”), the Parties shall first attempt, in good faith, to resolve the Dispute in an amicable way. Should such attempts fail and/or yield no resolution within 30 days from the date of notice of dispute given by one of the Parties to another, the Parties will refer the Dispute to the Dubai International Arbitration Centre in accordance with its rules and regulations. The arbitration proceedings will be conducted in English.

All arbitration awards shall be final and binding on the Parties. The Parties undertake to carry out any award immediately and without delay; and the Parties also waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, insofar as such waiver may be validly made.

 

16. No Consequential Losses

Unless otherwise explicitly provided for in these GTC, no claim shall be made and no recovery shall be had hereunder for any indirect, special, punitive, exemplary, incidental or consequential damages, or for loss of actual, projected and/or prospective profits, anticipated cost savings, contracts or financial or economic loss.

17. Anti-bribery and Anti-corruption

a. The Buyer represents, warrants and undertakes to the other Party that it shall, at all times during execution of this Contract and in relation to it, comply with all laws and regulations related to anti-bribery, anti-corruption and anti-money laundering applicable to the Buyer and to its respective affiliates, directors, officers, employees, agents or intermediaries.

b. Each Party represents, warrants and undertakes to the other Party that during execution of the Contract and/or by fulfilling its obligations under this Contract, itself, its affiliates, directors, officers, employees, agents or intermediaries shall not, directly or indirectly, offer, promise, give, authorize or accept any undue monetary or other advantage of any kind and/or otherwise engage in any actions or transactions in violation of or inconsistent with the anti-bribery and/or anti-money laundering legislation, including but not limited to the U.S. Foreign Corrupt Practices Act 1977, the UK Bribery Act 2010, the Money Laundering Regulations 1993 (UK) and the Proceeds of Crime Act 2002 (UK), and any other international or country-specific legislation applicable to the acts/transaction of each Party in connection with this Contract.

c.Each Party shall immediately notify the other Party if it suspects and/or has reasonable grounds to suspect that the notifying Party and/or the other Party is or might be in breach of the representations, warranties and undertakings stipulated in clause 17 herewithin. The infringing Party shall take a necessary remedial action in a reasonable time to rectify the breach, and to inform the other Party about such action. If the infringing Party fails to remedy the breach, the other Party may be entitled to either suspend or terminate the Contract. All amounts due at the time of suspension or termination of the Contract will remain payable to the extent permitted by law. The Party terminating the Contract under this clause shall not be liable for any losses, damages, claims and/or expenses arising out of or in relation with such termination.

 

18. Trade Controls

“Restricted Jurisdiction” means a country, state, territory or region which is subject to comprehensive economic or trade restrictions under Trade Control Laws applicable to either party as of the date of this Sale Contract or coming into force during the duration of this Sale Contract to the extent related to the performance of either of the Parties’ obligations under this Sale Contract.

“Restricted Party” means any individual, legal person, entity or organization (i) targeted by national, regional or multilateral trade or economic sanctions under Trade Restrictions to the extent related to the performance of the Party’s obligations under this Sale Contract; or (ii) directly or indirectly owned or controlled or acting on behalf of such persons, entities or organizations and including their, directors, officers or employees.

“Trade Restrictions” means any laws, regulations, decrees, ordinances, orders, demands, requests, rules or requirements of the European Union, any EU member state, the United Kingdom, the United Nations or the United States of America applicable to the parties relating to trade sanctions, foreign trade controls, export controls, Restricted Party lists, non- proliferation, anti-terrorism and similar laws that are applicable and relevant to either of the Parties’ performance of their respective obligations under this Sale Contract.

(1) (a) Nothing in the Sale Contract is intended, and nothing herein should be interpreted or construed, to induce or require either party hereto to act in any manner (including failing to take any actions in connection with a transaction) which is inconsistent with, penalized or prohibited under any laws, regulations, decrees, ordinance, order, demand, request, rules or requirements of the United States of America and/or United Kingdom and/or European Union applicable to such party which relate to international boycotts of any type; and

(b) Neither party shall be obliged to perform any obligation otherwise required by the Sale Contract (including without limitation an obligation to (a) perform, deliver, accept, sell, purchase, pay or receive monies to, from, or through a person or entity, or (b) engage in any other acts) if this would be in violation of, inconsistent with, or expose such party to punitive measures under Trade Restrictions.

(c) Where any performance of a Party’s obligations under this Sale Contract would be in violation of, inconsistent with, or expose such party to punitive measures under the Trade Restrictions, or where a party becomes a Restricted Party, the party unable to perform as a direct result of the circumstances listed in this sub-clause (c) (the “Affected Party”) shall, as soon as reasonably practicable give written notice to the other Party of its inability to perform. Once such notice has been given the Affected Party shall be entitled:

(i) to immediately suspend the affected obligation (whether payment or performance) until such time as the Affected Party may lawfully discharge such obligation; and/or

(ii) where the inability to discharge the obligation continues (or is reasonably expected to continue) until the end of the contractual time for discharge thereof, to a full release from the affected obligation, provided that where the relevant obligation relates to payment for goods which have already been delivered, the affected payment obligation shall remain suspended (without prejudice to the accrual of any interest on an outstanding payment amount) until such time as the Affected Party may lawfully resume payment; and/or

(iii) where the obligation affected is acceptance of the vessel, to require the nominating party to nominate an alternative vessel;
in each case without any liability whatsoever (including but not limited to any damages for breach of contract, penalties, costs, fees and expenses) provided that at the time the Sale Contract was concluded the performance would not have been in violation of, inconsistent with or have exposed the Affected Party to punitive measures under the Trade Restrictions.

(2) Nothing in this Clause shall be taken to limit or prevent the operation, where available under the governing law of the Sale Contract, of any doctrine analogous to the English Common Law doctrine of frustration.

19. Assignment and Sub-contracting

Neither Party may assign its right or obligations hereunder and/or sub-contract in whole or in part the execution of the Sale Contract without the prior written consent of the other Party, save for the Seller’s right to sub-contract execution of any part of execution of the Sale Contract hereunder to the Seller’s affiliated or subsidiary company or any other Seller’s agent.

20. Waiver

The right of either party to require strict performance shall not be affected by any prior waiver or course of dealing and any such prior waiver shall not be construed as a waiver of any succeeding breach of the same or any other covenant or condition. All rights and remedies are cumulative, and election of one remedy shall not exclude another.

21. Validity and Effective date

These GTC shall be valid beginning from 15th of January, 2024, and shall substitute in all respects any previous versions of GTC.