GENERAL TERMS AND CONDITIONS
APPLICABLE TO SALES OF MARINE FUELS.


1.
Definitions
6.
Delivery
11.
Risk/Title
2.
Grades/Quality
7.
Documentation
12.
Termination
3.
Quantities
8.
Price
13.
Force Majeure
4.
Measurements
9.
Payment
14.
Safety and the Environment
5.
Sampling
10.
Claims
15.
Law and Arbitration

It is agreed on the date shown in the Sale contract between the party named as Seller and the party named as Buyer, that the Seller shall sell and deliver to the nominated Vessel and the Buyer shall purchase the Marine fuels (as defined hereunder) under the following terms and conditions, hereunder designed as General Terms and Conditions:
Marginal headings used hereinafter are for identification purposes only and shall not be deemed to be parthereof or be taken into consideration in the interpretation or construction of these General Terms and Conditions. Unless the General Terms and Conditions otherwise require, any words denoting the singular shall include the plural and vice-versa.

1. Definitions

Throughout these General Terms and Conditions and Sale contract, save where the context otherwise requires, the following definitions shall be applied: "Marine Fuels" means products, derived from crude oil, delivered or to be delivered to the Vessel.
"Seller" means the party contracting to sell and deliver Marine Fuels.
"Buyer" means the party contracting to purchase, take delivery of and pay for the Marine Fuels.
"Vessel" means the vessel to which the Marine fuels are physically delivered.
"Sale contract" means any contract created by acceptance by Seller of an order placed by Buyer for Marine fuels. Each delivery constitutes a separate Sale contract governed by these General Terms and Conditions and any other special conditions which may have been agreed in writing in the Sale contract. Where there is a conflict between the General Terms and Conditions and any special conditions which may have been agreed in writing in the Sale contract, the latter shall prevail.

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2. Grades/Quality

  1. 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 Sale contract.
  2. The Seller warrants that 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 Sale contract the Marine Fuels shall be described using ISO Standard 8217:1996 or any subsequent amendment thereof.
  3. The Seller can in no circumstances be held responsible for the consequences of the misuse or defective application of any such product, if caused by lack of information or mis-information given by the use or application of any such product.
  4. It is the duty of the Buyer to take all reasonable actions, including retention and burning of Marine fuels, order to eliminate or minimize any costs associated with an off specification or suspected off specification supply. To this end Buyer shall cooperate with Seller in achieving the most cost effective solution. In any event, Seller's obligation hereunder shall not exceed direct expenses incurred for removal and replacement of fuel and shall not include any consequential or indirect damages or injuries, including without limitations, demurrage claims, loss of contract or loss of profit. If Buyer removes such Marine fuels without the consent of Seller, then all such costs shall be for Buyer account.

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3. Quantities

The quantities of Marine Fuels nominated to be delivered are those stated in the Sale contract. The tonnage requested by the Vessel shall not fall short or exceed by more than 10% the tonnage so stated without the prior agreement of Seller.

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4. Measurements

  1. Subject to the provisions of Clauses 7 (d) and 10 hereunder the quantities of Marine Fuels shall be determined from the official gauge or meter of the bunkering barge or tank truck effecting delivery or of the shore-tank in case of delivery ex wharf.
  2. The Buyer and the Seller shall both have the right to be present or represented when such measurements are taken and shall be given sufficient information and facilities to verify the quantity delivered. If the Buyer or his representative fails to avail himself this right, the quantity delivered, as determined by ourselves, shall be binding for charging purposes.
  3. The Marine Fuels to be delivered under the Sale contract shall be measured and calculated in accordance with the ASTM-API-IP Petroleum Measurement Tables.

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5. Sampling

  1. The Seller shall arrange for minimum two (2) identical representative samples of each grade of Marine Fuels to be drawn throughout the entire bunkering operation in the presence of both the Seller and the Buyer or their respective representative.
  2. The samples shall be drawn at a point, according to the procedures currently in force at the supply port.
  3. The aforementioned samples shall be securely sealed and provided with labels showing the Vessel's name, identity of delivery facility, product name, delivery date and place and seal number and signed by the Seller's representative and the Master of the Vessel or his authorised representative.
  4. One (1) sample shall be retained by the Seller for ninty (90) days after delivery of the Marine Fuels to the Vessel, and the other sample(s) shall be retained by the Vessel.

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6. Delivery

  1. The Marine Fuels shall be delivered to the Vessel at port or place stated in the Sale contract. Subject to the custom of the port, delivery shall be made day and night, Sundays and holidays included.
  2. The Vessel's estimated time of arrival shall be as stated in the Sale contract. Seller shall be under no obligation to deliver if the Vessel arrives outside the price validity time range as stated in the Sale contract.
  3. The Buyer, or his agents (whose names to be advised by Buyer upon conclusion of contract) at the port or place of delivery, shall give the Seller, or his representative at the port or place of delivery, 48 hours approximate and 24-hours definite written notice of arrival and the exact location and time at which deliveries are required, failing which Seller shall not be liable for any resulting delivery delays.
  4. The Marine fuels shall be delivered:

    1. at the Seller terminal or
    2. by tank trucks or
    3. by bunkering barge as stated in the Sale contract.

  5. The Seller shall be in possession of all permits required to comply with all relevant regulations pertaining to delivery of Marine fuels at the port or place of delivery.
  6. 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 shall instruct the Master of the Vessel to:

    1. advise the Seller in writing on the Bunker List, prior to delivery, of the maximum allowable pumping rate and pressure and to agree on communication and emergency shut-down procedures;
    2. notify the Seller in writing on the Bunker List, 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;
    3. provide a free side to receive the Marine fuels and to render all necessary assistance which may reasonably be required to moor or unmoor the delivery vessel or to connect or disconnect the delivery hose(s). This connection and disconnection of the hoses is to take place under the sole responsibility of the Buyer.

  7. 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 Buyer any cost incurred therefrom (see also Clause 10 (b) for quality claims).

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7. Documentation

  1. Before commencement of delivery the Seller shall present for acknowledgement by the Master of the Vessel or his representative, the Bunker List, duly signed by the Seller or his representative, which shall contain the quantities and the grades of Marine fuels to be delivered.
  2. Once the delivery is completed and quantities measured, a receipt shall be signed and stamped by the Master of the Vessel or his representative, and returned to the Seller, or his representative, as acknowledgement of the delivery. One (1) duplicate copy shall be retained by the Master of Vessel. This receipt shall contain the following minimum information:

    1. viscosity
    2. delivered quantity in volume units
    3. density in kg/m3 at 15 0C as per ISO 3675
    4. delivered quantity in metric tons
    5. temperature
    6. flash point
    7. pour point
    8. sulphur content

  3. Verification of the information provided under Clause 7(b) may obtained by analysis of the Vessel's retained sample when granted by the Buyer under Clause 10(a).
  4. In the event the Master is not satisfied with the Marine Fuels, sampling, quality, quantity or any other matter concerning the Marine Fuels or their delivery, he shall make appropriate remarks in the receipt either detailing the complaints or referring to a separate letter of protest to be issued and delivered immediately.

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8. Price

  1. The price of the Marine Fuels shall be on the amount expressed per unit and on the currency stated in the Sale contract for each grade of Marine Fuels delivered into the Vessel's tanks free on board as applicable and stated in the Sale contract. The price shall be valid for the time range stated in the Sale contract.
  2. Should the Vessel not arrive within the determined time range, the Sale contract shall be considered null and void unless Seller elects to accept the new readiness date as the basis of a new contract for which a new price can be agreed upon with Buyer.
  3. Any and all additional charges, if applicable, shall be specified in the Seller' quotation and in the Sale contract and shall include but not be limited to:

    1. wharfage charges, barging charges or other similar charges;
    2. mooring charges or port duties incurred by the Seller which are for Buyer's account;
    3. duties, taxes, charges, freights or other costs in the country where delivery takes place, for which the Seller is accountable but which are for the Buyer's account.

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9. Payment

  1. Payment for the Marine Fuels shall be made by the Buyer within 30 days after the completion of delivery (fax or telex invoice is acceptable) unless otherwise agreed in the Sale contract. In the event payment has been made in advance of delivery, same shall be adjusted on the basis of the actual quantities of Marine Fuels delivered and additional payment/refund, as the case may be, shall be made accordingly.
  2. Payment shall be made in full, without set-off, counterclaim, deduction or discount, free of bank charges in the manner and at the place indicated on the invoice.
  3. Payment shall be deemed to have been made on the date the payment is credited to the counter of the bank designated by the Seller. If payment falls on a non-business day, then payment shall be made on or before the business day nearest to the due date. If the preceding and succeeding business day are equally near to the due date, then payment shall be made on or before the preceding business day.
  4. Any delay in payment shall entitle the Seller to claim an interest at the rate of 0,5% per day.

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10. Claims

  1. Any dispute as to the quantity delivered must be noted at the time of delivery in the receipt or in the letter of protest referred to in Clause 7(d) above in order to be admissible. Any claim as to short delivery shall be presented by the Buyer in writing within 15 days from the date of delivery, failing which any such claim shall be deemed to be waived and absolutely barred. Any check by the Buyer of quantity delivered, at their own cost, shall not be taken into consideration unless it is made by a specialist organisation of international reputation approved by Seller and in the presence of a representative of Seller who is agreeable to its conclusions. Failing this acknowledgement, Seller' quantity determination shall be conclusive.

    1. Any claim as to the quality or description of the Marine Fuels must be notified in writing with all documentary evidence, as per Clause 7(d) or promptly after the circumstances giving rise to such claim has been discovered.
      If the Buyer does not notify the Seller of any such claim within 30 days of the date of delivery, then those circumstances shall be presumed not to have been caused by any deficiency in the quality or description of the Marine Fuels supplied and any such claim shall be deemed to be waived and absolutely barred. Equally, no claim will be admissible if the product delivered is found to have been mixed with another product on board the Vessel supplied.
    2. In such event 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 as per Clause 5(e). If ISO grades have been specified the analysis shall be established by tests in accordance with ISO 8217:1996 and ISO 4259 or any subsequent amendments thereof. If non-ISO grades have been agreed, tests will be made in accordance with standards corresponding to the aforementioned ISO standards. Unless otherwise agreed the expenses of the analysis shall be borne equally by the Seller and the Buyer. Both parties expressly agree that the result of this joint quality inspection shall be final and binding as evidence of quality of the product delivered.

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11. Risk/Title

Risk in the Marine Fuels shall pass to the Buyer once the Marine Fuels have passed the flange connecting the Vessel's bunker manifold with the delivery facilities provided by the Seller. Title to the Marine Fuels shall pass to the Buyer upon payment for the value of the Marine Fuels delivered, pursuant to the terms of Clause 9 hereof. Until such payment has been made, the Seller shall have a right of lien over the Vessel for the value of the Marine Fuels delivered.

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12. Termination

Without prejudice to accrued rights hereunder, either party shall be entitled to terminate the Sale contract in the event of:
  1. any application being made or any proceedings being commenced, or any order or judgement being given by any court, for

    1. the liquidation, winding up, bankruptcy, insolvency, dissolution, administration or re-organisation or similar, or
    2. the appointment of a receiver, liquidator, trustee, administrator, administrative receiver or similar functionary of the other party or all or a substantial part of its assets (otherwise than for the purpose of a reconstruction or amalgamation);

  2. any suspension of payment, cessation to carry on business or compounding or making any special arrangement with its creditors by the other party;
  3. any act being done or event occurring which, under the applicable law hereof, has a substantially similar effect to any of the said acts or events described above.

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13. Force Majeure

Neither Buyer nor Seller shall be responsible for any loss or damage resulting from any delay or failure in delivery or receipt of Marine fuels hereunder due to fire, explosion mechanical breakdown, flood, storms, earthquakes, tidal waves, war military operations, national emergency, civil commotion, strikes or other differences with workmen or unions, or from any delay or failure in delivery or receipt of Marine fuels hereunder when the supplies of Buyer or Seller, or the facilities of production manufacture, consumption, transportation, distribution of Buyer and Seller are impaired by causes beyond Buyer' or Seller' control or by the order, requisition, request or recommendation of any governmental agency or acting governmental authority, or Buyer' or Seller' compliance therewith, or by governmental proration, regulation or priority, or from any delay or failure due to any causes beyond Buyer or Seller control similar to any such causes. When such cause or causes exist, the party affected shall have the right, upon notice to the other of the nature and probable duration of such cause or causes, to restrict or cease deliveries or acceptance hereunder in fair and equitable manner for the duration of such cause.

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14. Safety and the Environment

In the event of any spillage (which for the purpose of this Clause shall mean any leakage, escape, or overflow of the Marine Fuels) causing or likely to cause pollution occurring at any stage of the bunkering operation, the Buyer or the Seller shall jointly, and regardless as to whether the Buyer or the Seller is responsible, immediately take such action as is necessary to effect clean up and which shall always be conducted in accordance with such local laws and regulations which may compulsorily apply.

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15. Law and Arbitration

Any dispute arising out of the Sale contract or these General Terms and Conditions shall be referred to Court of Tallinn, subject to the procedures applicable there. The laws of Estonia shall govern the Sale contract and these General Terms and Conditions.