TERMS AND CONDITIONS
APPLICABLE TO SALES OF MARINE FUELS.
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.
- 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
"Vessel" means the vessel to which the Marine fuels are
"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
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
- The Marine Fuels to be delivered under the Sale contract shall be
measured and calculated in accordance with the ASTM-API-IP Petroleum
- 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.
- The samples shall be drawn at a point, according to the procedures
currently in force at the supply port.
- 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
- 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.
- 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.
- 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
- 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.
- The Marine fuels shall be delivered:
- at the Seller terminal or
- by tank trucks or
- by bunkering barge as stated in the Sale contract.
- 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.
- 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:
- 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;
- 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;
- 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.
- 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).
- 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
- 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:
- delivered quantity in volume units
- density in kg/m3 at 15 0C as per ISO 3675
- delivered quantity in metric tons
- flash point
- pour point
- sulphur content
- 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).
- 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.
- 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.
- 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.
- 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:
- wharfage charges, barging charges or other similar charges;
- mooring charges or port duties incurred by the Seller which are
for Buyer's account;
- 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.
- 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
- 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.
- 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.
- Any delay in payment shall entitle the Seller to claim an interest
at the rate of 0,5% per day.
- 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.
- 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.
- 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.
- 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.
- Without prejudice to accrued rights hereunder, either party shall be
entitled to terminate the Sale contract in the event of:
- any application being made or any proceedings being commenced, or
any order or judgement being given by any court, for
- the liquidation, winding up, bankruptcy, insolvency, dissolution,
administration or re-organisation or similar, or
- 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);
- any suspension of payment, cessation to carry on business or
compounding or making any special arrangement with its creditors by the
- 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.
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.
14. Safety and the
- 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
15. Law and
- 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.