general terms & conditions (import) rev 1 · 2.1 cfr (or dap) balikpapan or balongan or cilacap...

GENERAL TERMS & CONDITIONS (IMPORT) Rev 1

Product : Crude Oil

Period : Year 2017

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Head Office Jalan Medan Merdeka Timur 1A Jakarta 10110 Indonesia T +62 21 381 6111

F +62 21 384 6865, +62 21 384 3882

www.pertamina.com

1 Quality

1.1 The Crude oil (“Oil”) quality shall be as per normal export quality at the time of loading at the original

loading terminal. Any free water found shall be treated as per clause 4 set forth in this GTC.

2 Delivery

2.1 CFR (or DAP) Balikpapan or Balongan or Cilacap or Dumai or Tuban, Indonesia at the Buyer’s option

and final confirmation.

2.1.1 Specifically for Balikpapan cargo(es), the Buyer may opt for CFR (or DAP) Ship-to-ship (“STS”) delivery

operation (within the vessel Charter Party (“CP”) terms and conditions). In the event of such STS

delivery operation, the Buyer shall be responsible for all STS equipment and such associated STS costs

shall be for the account of the Buyer. The Buyer shall nominate the receiving vessel with full

particulars to the Seller and acceptance of the vessel nomination by Seller (within the Seller’s vessel CP

terms and conditions) shall not be unreasonably withheld.

2.2 For spot delivery, the Buyer shall nominate the delivery date range to a 2-day Accepted Discharge

Date range (“ADD”) fourteen (14) days (for tender two (2) months) or twenty-one (21) days (for

tender three (3) months), before month of ADD after the date of the Buyer’s acceptance of offer on a

best endeavour basis. Without prejudice, the 2-day ADD shall always be finalised by the Buyer for any

reasons whatsoever.

2.3 For term delivery, the Buyer shall nominate the 2-day ADD fifty-five (55) days prior to the month of

ADD. The 2-day ADD shall be finalised by the Buyer forty-five (45) days prior to the month of ADD.

Without prejudice, the 2-day ADD shall always be finalised by the Buyer for any reasons whatsoever.

2.4 In the event the cargo is deemed to be loaded early, for any reasons whatsoever, the Deemed Bill of

Lading (the “Deemed B/L”) date shall be applied. For CFR delivery, such Deemed B/L date shall

correspondingly be applied for (a) payment due date and (b) the transfer of title and risk purposes.

For DAP delivery, such Deemed B/L date shall correspondingly be applied for payment due date.

2.4.1 Cargo shall be deemed to be loaded early if the actual Bill of Lading (“B/L”) is more than five (5) days

prior to the normal estimated voyage sailing time (based on average vessel speed of twelve (12) knot)

from the loading port (or STS loading location) directly to the discharging port from the first day of

ADD.

2.4.2 The deemed Bill of Lading date shall be calculated based on normal estimated voyage day(s) from the

loading port (or STS loading location) directly to discharging port from the first day of ADD. Such

normal estimated voyage day(s) shall be calculated based on average vessel speed of twelve (12)

knot. The arithmetic rules of rounding shall be if the two decimal place from such calculation is point

five zero or greater (≥ 0.50), then the voyage day(s) shall be rounded up to the next digit, and if the

two decimal place from such calculation is less than point five zero (< 0.50), then the voyage day(s)

shall be unchanged.

2.4.3 Such Deemed B/L date shall be applicable, for example: if cargo loaded in Singapore for ADD 11th to

12th Cilacap, with four (4) normal estimated voyage sailing days (based on average vessel speed of

twelve (12) knot), and the actual B/L date is prior 2nd; And conversely, if actual B/L is dated on or

after 2nd, then Deemed B/L date shall not be applicable.

2.4.4 For the avoidance of doubt, the sailing days and dates quoted are solely for ease of references only.

Without prejudice, final computation of the Deemed B/L date shall be confirmed by the Buyer (which

shall not be unreasonably withheld) based on the actual 2-day ADD as declared by the Buyer.

GTC 2017 – Crude Oil

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2.5 There shall be no more than three (3) B/Ls generated for the entire cargo lot. Any additional costs

(including but not limited to custom clearance process) for processing such surplus B/Ls incurred shall

be paid by Buyer and be reimbursed by Seller within 15 (fifteen) calendar days after the invoice date

of such cost.

3 Nomination

3.1 The Seller shall declare loading port (i.e. cargo from original loading port or storage location or STS

loading location) and loading dates at least fourteen (14) calendar days prior to the first day of loading

dates.

3.1.1 In the event such declared final loading port (or STS loading location) is changed (for any reason(s)

whatsoever except Force Majeure), all cost(s) incurred and associated to such change(s) shall be

entirely for the account of the Seller.

3.2 The Seller shall declare if other cargo and its grade of oil (if any), other than the Buyer’s cargo were

co-loaded on the same vessel at the original loading port or en-route till the Buyer’s discharge port (or

STS discharge location). All STS operation for the balanced cargo co-loaded on the same vessel shall

not be allowed in Indonesian water.

3.3 The vessel owner shall evident designated compartment/tank(s) (i.e. stowage plan and ullage report

after loading) and confirm that the Oil has been stored and handled in a dedicated and segregated

manner.

3.4 For CFR delivery, in the event cargo from original loading port is already loaded and or floating prior to

the Seller’s declaration of original loading port, loading dates, performing vessel, acceptance of

mutually agreed Independent Inspector (“Inspector”) and issuance of the Buyer’s document

instruction, and such cargo delivery is acceptable to the Buyer (upon receipt of full loading port

inspection certificates (or equivalent documents) of the Oil from loading port surveyor within five (5)

Indonesia business days after the date of the Buyer’s acceptance of offer), title and risk of loss to the

Oil shall pass upon the date of receipt of the Buyer’s acceptance of such cargo or the Deemed B/L date

(if applicable), whichever is later.

3.4.1 And in such case, all such loading port (or STS loading location) inspection shall be entirely for the

Seller’s account, and discharging port inspection shall be shared equally between the Buyer and the

Seller (the “Parties”).

3.5 For DAP delivery, in the event cargo from original loading port is already loaded and or floating prior to

the Seller’s declaration of original loading port, loading dates, performing vessel, acceptance of

mutually agreed Inspector and issuance of the Buyer’s document instruction, the Seller shall provide

full loading port inspection certificates (or equivalent documents) of the Oil from loading port surveyor

within five (5) Indonesia business days after the date of the Buyer’s acceptance of offer.

3.6 The Seller must accommodate The Ministry of Trade of Republic Indonesia-Appointed Surveyor or its

affiliates abroad (in addition to mutual agreed loading port surveyor) to perform technical verification

and inspection at loading port for import/export custom clearance purposes at Indonesia Government’s

account.

3.7 Time shall be of the essence in this respect and without prejudice, the Buyer shall be absolved of all

responsibilities including but not limited to any direct or indirect consequences to late issuance of

payment security (if required), late issuance of the Buyer’s document instruction, any delay in loading,

acceptance of performing vessel, acceptance of mutually agreed Inspector, and consequently any

delay in berthing and any demurrage incurred that may result from the Buyer’s late receipt or changes

or non-receipt of the Seller’s declaration of the final loading port (or STS loading location) and the

loading dates for any reasons whatsoever within the stipulated time.


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4 Invoice Quantity

4.1 The invoice quantity of the Oil shall be Net Barrel Standard Volume (“NSV”) excluding whichever

higher quantity of the (a) free water (if any) and (b) Base Sediment and Water (“BS&W”) as

determined at loading port or STS loading location (i.e. shore tank, transfer line, floating hose, and

other transferring facilities as reflected in ship figure after loading of the performing vessel) and

discharging port (i.e. ship figure before discharge).

4.1.1 For example: (a) Loadport Inspector reported zero barrels free water at loading port, but 300 barrels

free water on ship received quantity after loading and Discharge port Inspector reported 200 barrels

free water at the discharge port and in this case, 300 barrels free water shall be deducted from the net

B/L quantity; (b) Loadport Inspector reported 100 barrels free water at loading port , but 300 barrels

free water on ship received quantity after loading and Discharge port Inspector reported 500 barrels

free water at the discharge port and in this case, 500 barrels free water shall be deducted from the net

B/L quantity; and (c) Loadport Inspector reported 600 barrels free water at loading port, but 300

barrels free water on ship received quantity after loading and Discharge port Inspector reported 400

barrels free water at the discharge port and in this case, 600 barrels free water shall be deducted from

the net B/L quantity. For the avoidance of doubt, such deduction of any free water quantity reported

in the loading port and discharge port shall exclude the free water quantity that has been deducted in

the B/L quantity.

4.2 The loading port terminal and or Inspector shall evidence the free water quantity deduction from net

B/L quantity. Free water shall be reported by the mutually agreed Inspector at the loading port (ie

shore tank, transfer line, floating hose, and other transferring facilities as reflected in ship figure after

loading of the performing vessel) and at the discharging port (ie ship figure before discharge).

4.3 The free water quantity to be excluded, shall be the quantity as determined at either loading port (or

STS loading location) and discharging port, per Ullage Report endorsed by Master of the performing

vessel and Inspector, and Letter of Protest (if applicable) endorsed by Master of the performing vessel

and Inspector, at both loading port (or STS loading location) and discharging port.

4.4 In the event of no such free water quantity exclusion from the invoice quantity for any reasons

whatsoever, the Buyer reserves all rights to claim free water quantity at either loading port (or STS

loading location) and discharging port. In any case, the Buyer reserves all rights (without prejudice) to

make payment on the invoice quantity after deduction of free water quantity at either loading port (or

STS loading location) and discharging port, until such time the Parties mutually agree on such free

water quantity computation. No late payment interest shall be due for the period between the

payment due date and the final adjustment due date for such free water quantity deduction.

4.5 In case of indicative BS&W differences between reported BS&W quantity at loading port and Oil

delivered (based on ship composite sample before discharge), the Parties shall ensure BS&W by

reanalysing master retained sample by Inspector. All such costs associated with such reanalyses shall

be shared equally between the Parties and the result of such reanalyses shall be final and binding for

the Parties save for fraud and or manifest errors.

4.6 Maximum tolerance for discrepancy from gross B/L quantity against gross ship figure quantity after

loading (“R1”) as verified by Inspector shall be 0.3 percent with no reference to or adjustment by

Vessel Experience Factor (“VEF”) and maximum tolerance for discrepancy from net B/L quantity

against net shore tank actual received quantity as verified by Inspector (“R4”) shall be 0.5 percent. For

clarity purposes, BS&W and free water shall be excluded when determining such discrepancy. The

Buyer reserves all right (without prejudice) to claim for any discrepancies in excess of the maximum

tolerance whichever is higher between R1 and R4. Calculation for R4 shall be in accordance with good


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standard practice (API MPMS 17.2 and 17.5). The Buyer reserves all rights to claim for any cost

directly related to custom fine that may arise pertaining to such discrepancy including but not limited

to, custom clearance charges and / or custom fine and / or paid government taxes. In the event of any

such claims, the Buyer shall notify the Seller of its claim in writing, and the Seller shall endeavour full

settlement of all such claims.

4.7 In the event declared final loading port (or STS loading location) is changed (for any reason(s)

whatsoever except Force Majeure) within fourteen (14) calendar days prior to the first day of loading

dates and or cargo from original loading port is already loaded and or floating prior to the Seller’s

declaration of original loading port, loading dates, performing vessel, acceptance of mutually agreed

Inspector and issuance of the Buyer’s document instruction, and such delivery is acceptable to the

Buyer, the maximum tolerance for net B/L quantity against net shore tank actual received quantity

shall be 0.3 percent. The Buyer reserves all right (without prejudice) to claim for any discrepancies in

excess of the maximum tolerance if the discrepancies between net B/L quantity and net shore tank

actual received quantity is more than 0.3 percent.

5 Delay of Delivery

5.1 In the event that the Seller fails to deliver the cargo(es) within the 2-day ADD for any reasons

whatsoever except Force Majeure, the Seller shall pay the Buyer a delayed delivery charge based on

the vessel demurrage rate per day pro rata and calculation for such delayed delivery charge shall

commence on the next day at 0000 hours from the last day of ADD (i.e. ADD 1st to 2nd, delayed

delivery charge shall commence from the 3rd) up to valid Notice of Readiness (“NOR”) tendered or

when the vessel all fast, whichever is earlier:

5.1.1 If the date of valid NOR tendered or when the vessel all fast, whichever is earlier, is

between the first day until the third day of the last day of ADD (i.e. ADD 1st to 2nd, valid

NOR tendered or vessel all fast on 3th or 4th or 5th) such delayed delivery charge shall be

computed prorated based on 100 percent (“100%”) of the demurrage rate from the last

day of ADD until valid NOR tender (i.e. ADD 1st to 2nd April, valid NOR tender or vessel all

fast is during 3rd to 5th April, then delayed delivery charge shall commence from 0000hrs

on 3rd April until valid NOR tender or vessel all fast, whichever is earlier, multiply by

100% of demurrage rate).

5.1.2 If the date of valid NOR tendered or when the vessel all fast, whichever is earlier, is

between the fourth day until the sixth day of the last day of ADD (i.e. ADD 1st to 2nd,

valid NOR tendered or vessel all fast on 6th or 7th or 8th), such delayed delivery charge

shall be computed prorated based on 100 percent (“100%”) of the demurrage rate until

the third day from the last day of ADD and 200 percent (“200%”) of the demurrage rate

calculated from the forth day after the last day of ADD until valid NOR tender (i.e. ADD 1st

to 2nd April, valid NOR tender or vessel all fast is during 6th to 8th April, then delayed

delivery charge shall be a sum of 100% of demurrage rate multiply by the time from

0000hrs on 3rd until 23.59hrs on 5th and 200% of demurrage rate multiply by the time

from 0000hrs on 6th until valid NOR tender or vessel all fast, whichever is earlier).

5.1.3 If the date of valid NOR tendered or when the vessel all fast, whichever is earlier, is after

the sixth day of the last day of ADD (i.e. ADD 1st to 2nd, valid NOR tendered or vessel all

fast on or after 9th), such delayed delivery charge shall be computed prorated based on

100 percent (“100%”) of the demurrage rate until the third day from the last day of ADD

and 200 percent (“200%”) of the demurrage rate calculated from the forth day after the

last day of ADD until the sixth day after the last day of ADD and 300 percent (“300%”) of


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the demurrage rate calculated from the seventh day after the last day until until valid NOR

tender (i.e. ADD 1st to 2nd April, valid NOR tender or vessel all fast is on or after 9th April,

then delayed delivery charge shall be a sum of 100% of demurrage rate multiply by the

time from 0000hrs on 3rd until 23.59hrs on 5th and 200% of demurrage rate multiply by

the time from 0000hrs on 6th until 23.59 hours on 8th and 300% of demurrage rate

multiply by the time from 0000hrs on 9th until valid NOR tender or vessel all fast,

whichever is earlier).

5.2 NOR tender shall be valid only when the vessel is (a) geographically ready (i.e. arrival in anchorage

area and anchored at discharge port), (b) legally ready (i.e. all port authority requirement for the

vessel and cargo have been fulfilled, e.g. free practique granted) and (c) physically ready (i.e.

substantially equipped and prepared for Oil to be discharged). The Seller shall provide the Buyer with

the performing CP or fixture recap to compute the delayed delivery charge within seven (7) calendar

days upon receipt of such delayed delivery notice from the Buyer. Time shall be of the essence,

otherwise, the Buyer shall use the demurrage rate quoted by London Tanker Broker Panel (“LTBP”)

rate (and all associated costs incurred shall be entirely on the Seller’s account) should the Seller fails

to provide the CP or fixture recap for any reasons whatsoever within the stipulated timeframe.

5.3 The Buyer shall submit such delay of delivery claim (if any) on a best endeavour basis upon

completion of discharge; Nevertheless all such delay delivery claim shall not be time-barred by the

Seller.

6 Vessel Nomination and Terminal Restriction

6.1 The Seller shall declare the performing vessel in writing at least seven (7) Indonesia business days

prior to the first day of loading, giving full particulars of the vessel (including last three (3) cargoes);

the Estimated Time of Arrival (“ETA”) of the vessel at discharging port and the applicable demurrage

rate. Any vessels chartered shall have a minimum coverage under P&I Club insurance for oil pollution.

6.1.1 The Seller’s performing vessel shall always be subject to written acceptance from the Buyer and / or

the discharge terminal. Notwithstanding any prior acceptance of a vessel or rule of law to the contrary,

the Buyer shall have the right to reject the vessel in question on any reasonable ground. The Buyer

shall not be liable for any loss or damage, directly or indirectly, which the Seller may suffer from as a

result of the Buyer exercising such right.

6.1.2 Time shall be of the essence in this respect and without prejudice, the Buyer shall be absolved of all

responsibilities including but not limited to the Buyer’s delayed acceptance of the Seller’s performing

vessel, and or any delay in berthing and any demurrage incurred that may result from the Buyer’s late

receipt or non-receipt of the Seller’s declaration of performing vessel for any reasons whatsoever

within the stipulated time.

6.2 Single hull vessel shall not be permitted and double hull vessel shall not be more than twenty (20)

years old.

6.3 The vessel owner and the independent loading port Inspector shall certify that slop tank is clean and

fit for loading as with Tank Cleanliness Certificate(s) and Certificate(s) of Slop/Slop Report(s) and any

other relevant records the Buyer considers appropriate for such usage.

6.3.1 The vessel owner shall evident designated compartment/tank(s) (i.e. stowage plan and ullage report)

use for slop (if any) and any other relevant records the Buyer considers appropriate for such usage,

with a minimum capacity of three percent (“3%”) of the Oil carrying capacity of the ship for such

usage.

6.3.2 Without prejudice, in the event that the vessel owner and the independent loading port Inspector is

unable to provide such documented evidence, the Buyer reserves all rights to reject the entire cargo,


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and or elect not to discharge the entire cargo in the slop tank. And consequently, all related cost that

might arise due to such circumstances (i.e. slop tank cargo not discharged and or entire cargo

rejected) shall be entirely for the account of the Seller and in no event shall the Buyer be liable for any

such losses or damages that the Seller may incur.

6.3.3 For STS loading operation, cargo(es) from Slop Oil Tank shall be prohibited to be loaded into the

Buyer’s vessel unless the vessel owner and the independent Inspector for STS operation provide

certification that the slop tank was clean and fit for such grounds prior loading including but not

limited to Tank Cleanliness Certificate(s) and Certificate(s) of Slop/Slop Report(s) and any other

relevant records the Buyer considers appropriate. The vessel owner shall provide documented

evidence that the designated compartment/tank(s) (i.e. stowage plan and ullage report) use for slop

(if any) and any other relevant records the Buyer considers appropriate for such usage.

6.3.3.1 Without prejudice, in the event that the vessel owner and the independent Inspector for STS loading

operation is unable to provide such documented evidence, the Buyer reserves all rights to reject the

entire cargo, and or elect not to discharge the entire cargo in the slop tank. And consequently, all

related cost that might arise due to such circumstances (i.e. slop tank cargo not discharged and or

entire cargo rejected) shall be entirely for the account of the Seller and in no event shall the Buyer be

liable for any such losses or damages that the Seller may incur. Such STS loading operation shall not

be allowed in Indonesian water.

6.4 The vessel shall be accommodated during day light local time from 0600 hour until 1600 hour (except

for SPM RU IV Cilacap the daylight local time from 0600 hour until 1500) subject to weather conditions

and visibility, provided Master of the performing vessel reports ETA for preparation of pilot, tug boat

and mooring boat facilities under condition that the Seller arrange Master of the performing vessel to

report directly to the Buyer immediately upon completion of loading daily notices of ETA, and not

limited to 168, 120, 72, 48, 24, 12, 6, 5. 4, 3, 2, 1 hours notice of ETA before vessel actual arrival and

otherwise in accordance with the standard reporting procedure applicable from time to time at the

discharging port. For the avoidance of doubt, ETA notices provided directly by the Seller (in any

format) shall not be constituted as receipt of ETA notice by the Buyer. Further notice for any changes

to ETA in excess of two (2) hours shall be reported immediately to the Buyer. Such ETA notices shall

be based on reasonable belief. All such ETA notices (for authentication) must be provided by the

Master of the performing vessel and shall include the following information:

• Average noon to noon position / Average speed on voyage;

• ETA discharge port (date/time/local time/GMT)

• Distance to go

• Speed (last 24 hours)

• Weather condition (sea/swell, direction/force)

• Geographical position (longitude/latitude).

• Average slip (state where positive or negative current)

• Stoppages (if any), at sea – it is essential that this information be advised detailing all stoppages

at sea, including explanation of such stoppages

6.4.1 Time shall be of the essence in this respect and without prejudice, the Buyer shall be absolved of all

responsibilities including but not limited to any delay in berthing and any demurrage incurred that may

result from the Buyer’s late receipt or non-receipt from the Master of the performing vessel’s ETA

notices for any reasons whatsoever within the stipulated time.

6.5 The vessel shall tender NOR within the ADD upon arrival at the discharge port or the customary

anchorage but always in accordance with the terminal restriction (if any). In the event that the vessel

arrives at the discharge port outside ADD, the vessel shall be berth on best endeavour basis. And


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without prejudice, the Buyer is absolved of all responsibilities for any additional costs, damages or

expenses incurred by the Seller in the event that the vessel arrives at the discharge port outside ADD,

including but not limited to demurrage, related commercial issue, any issue with the custom or

authority in the event the vessel so chose to remain in the inner port, and / or any drifting bunkers

charged by the owners in the event the vessel needs to drift off port limits and / or open sea.

6.6 Terminal restriction:

6.6.1 Balikpapan terminal can only accommodate the vessel up to 150,000 DWT (no remeasurement) with

maximum safety draft of 18 metres, and maximum cargo quantity shall be approximately 950,000

barrels (+/- 5% operational tolerance);

For discharge operations at Balikpapan terminal, in the event pour point of crude oil supplied is 70 deg

F or more, then vessel must comply with the followings:

Pour Point in Whole Crude Vessel Heating Temperature

70 deg F < PP < 80 deg F PP + 25 deg F

80 deg F < PP < 90 deg F Min. 125 deg F

PP > 90 deg F Min. 130 deg F

It is compulsory that the vessel must support flushing activity if pour point of crude oil supplied is 70

deg F or higher.

6.6.2 Balongan terminal can only accommodate the vessel up to 150,000 DWT (no

remeasurement) with maximum safety draft of 22 metres, maximum cargo quantity shall

be approximately 600,000 barrels (+/- 5% operational tolerance), and can not

accommodate Suez Max vessel;.

6.6.3 Cilacap terminal (CIB I and CIB II) can only accommodate the vessel up to 135,000 DWT (no

remeasurement) with maximum safety draft of 12.5 metres and maximum cargo quantity shall be

approximately 600,000 barrels (+/- 5% operational tolerance); and for discharge via Single Point

Mooring (“SPM”) operation, can only accommodate the vessel up to 300,000 DWT (no

remeasurement) with maximum cargo quantity of approximately 950,000 barrels. And vessel above

250,000 to 300,000 DWT can only be accommodated with the conditions of maximum wind speed 32

knots per hour; wave height 2.8 metres; and sea current 1.6 knots. Otherwise, the required criterion

shall be maximum wind speed 40 knots per hour; wave height 3.5 metres; and sea current 2 knots.

Delays in berthing for discharging and any delays after berthing, due to the non compliance of such

conditions shall not be counted as laytime or included in calculating the time taken by non party

procuring vessel to discharge the shipment in question hereunder or the time in respect of which non

party procuring vessel is liable for demurrage.

For discharge operations at Cilacap SPM, in the event pour point of crude oil supplied is

more than 9 deg C, then vessel must provide a heating temperature at pour point + 15

deg C.

6.6.4 Dumai terminal can only accommodate the vessel up to 120,000 DWT (no remeasurement) with

maximum safety draft of 15 metres, maximum cargo quantity shall be approximately 600,000 barrels

(+/- 5% operational tolerance).

6.6.5 Other vessel particulars shall be as per each terminal and or port regulation.

6.7 The Buyer shall not be responsible to vessel owners for the issuance of any LOI to discharge the cargo

without the original B/L being available at the point of discharge and all direct or indirect cost incurred

such as demurrage caused by the delay of discharging due to delay in the issuance such LOI shall

entirely be for the Seller’s account.

7 Price


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7.1 (A) The price shall be the arithmetic average of the mean(s) of the assessment for Brent (Dated) as

published in Platts Crude Oil Marketwire, for the period from and including the first day of the month

of ADD up to and including the last day of the month of ADD (i.e. ADD 25th to 26th January, pricing

from 1st to 31st January) plus a premium or minus a discount Alpha in United States Dollars (“USD”)

per barrel.

7.1.1 For pricing based on (A), in the event that the valid NOR tendered date, the NOR accepted date and /

or the date of vessel berthed, are on and or prior to the month of ADD for any reasons whatsoever,

the pricing period shall be calculated based on the month of ADD.

7.1.1.1 In the event that the valid NOR tendered date is after the ADD, and the delivery slips into the

following month, for any reasons whatsoever, the pricing period shall be calculated basis (a) if valid

NOR is tendered within seven (7) days after the last day of ADD (i.e. ADD 25th to 26th August, valid

NOR tendered on or before 2nd September), then pricing period shall be based on month of ADD (i.e.

month of August) and (b) if valid NOR is tendered seven (7) days after the last day of ADD (i.e. 2-day

ADD 25th to 26th August, valid NOR tendered from 3rd September), then pricing period shall be

calculated based on whichever lower priced between the pricing period based on month of ADD and

the pricing based on month of valid NOR tendered date (i.e. Between August and September,

whichever lower priced month). For the avoidance of doubt, the dates and months quoted are solely

for ease of references only

7.2 In the event that the final price is not known prior to the payment due date, a provisional price based

on the arithmetic average quotations for Brent (Dated) as published in Platts Oil Marketwire, to be

mutually agreed between the Parties (and if unable to mutually agree, provisional price shall be

confirmed by the Buyer), either (a) for as many quotations as possible to be mutually agreed between

the Parties before invoicing date, or (b) based on the previous whole month quotations, plus the

premium or minus the discount Alpha in USD per barrel agreed between the Parties.

7.3 The final unit price shall be rounded to two (2) decimal places. The arithmetic rules of rounding shall

be if the third decimal place is five (5) or greater than five (5), then the second decimal place shall be

rounded up to the next digit, and if the third decimal place is less than five (5), then the second

decimal place shall be unchanged.

7.4 Published correction to any of the relevant quotations shall be taken into account.

8 Payment

8.1 The payment shall be made in USD to the Seller’s nominated bank account, and shall be due and

payable only (without prejudice) on whichever is the latest payment due date:

8.1.1 Thirty (30) calendar days after the B/L date (B/L date to count as day 0) or;

8.1.2 Thirty (30) calendar days after the Deemed B/L date (deemed B/L date to count as day 0) or;

8.1.3 Seven (7) New York banking days after the date of valid NOR accepted or seven (7) New York banking

days after the first day of ADD, whichever is earlier, if vessel arrives before the ADD and valid NOR is

tendered before the ADD at discharge port or;

8.1.4 Seven (7) New York banking days after the date of valid NOR tendered within ADD at discharge port

or;

8.1.5 Seven (7) New York banking days after the date of valid NOR accepted if valid NOR is tendered after

ADD at discharge port.

8.2 The B/L date or Deemed B/L date or valid NOR tendered date or valid NOR accepted date to count as

day zero. For payment due date computation, the Buyer shall apply the latest payment due date if

there is more than one (1) B/L date and/or deemed B/L date, whichever is applicable, per cargo lot

and the Buyer shall apply the latest NORT date at discharge port if there is more than one (1) NORT


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date at discharge port per cargo lot.

8.3 For CFR delivery, the Seller’s Sales / the Buyer’s Purchase agreement (the “Agreement”) must be

received by the Buyer at least thirty five (35) Indonesia business days prior to the first day of loading.

8.3.1 The payment mode, via either (a) telegraphic transfer (“T/T”) for open account payment basis or (b)

Documentary Letter of Credit (“L/C”), must be declared by the Seller in writing at least ten (10)

Indonesia business days prior to the first day of loading.

8.3.2 For payment mode via L/C, the Buyer shall start to process L/C issuance through Indonesian state

owned bank, i.e Bank Mandiri, Bank BNI, Bank BRI (preferable) or first class international bank in

Indonesia acceptable to Seller, directly to Seller advising bank only upon receipt of (a) the Agreement,

or (b) the Seller’s declaration of the final loading port (or STS loading location) and the loading dates,

or (c) in the event that Deemed B/L date is applicable, L/C shall be issued five (5) calendar days plus

actual voyage sailing days from loading port (or STS loading location) to discharging port prior to the

first day of ADD, whichever is the latest.

8.4 For DAP delivery, the Agreement must be received by the Buyer (a) at least seven (7) Indonesia

business days prior to the first day of ADD and (b) for payment mode via L/C, at least ten (10)

Indonesia business days prior to the first day of ADD. The payment mode, via either (a) T/T for open

account payment basis or (b) Documentary L/C, must be declared by the Seller in writing at least ten

(10) Indonesia business days prior to the first day of ADD.

8.4.1 For payment mode via L/C, the Buyer shall start to process L/C issuance only upon receipt of (a) the

Agreement, or (b) in the event that Deemed B/L date is applicable, L/C shall be issued five (5) days

plus actual voyage sailing days from loading port (or STS loading location) to discharging port prior to

the first day of ADD, or (c) L/C shall be issued five (5) days prior to the first day of ADD, whichever is

the latest.

8.5 L/C issuing bank and L/C format to be mutually agreed on between the Parties (which shall not be

unreasonably withheld). The Seller shall advise the Buyer upon receipt of the L/C format, of any

requested L/C amendments (which shall not be unreasonably withheld) within one (1) Indonesia

business day of the Seller’s receipt of the same.

8.6 Time shall be the essence in this respect for all of the above and every provision hereof in which time

of performance is expressed to be a factor, and the Buyer shall be absolved of all responsibilities

including but not limited to any direct or indirect consequences to late issuance of payment security (if

required), any delay in loading, and consequently any delay in berthing and any demurrage incurred

that may result from the Buyer’s late receipt or non-receipt of the Seller’s declaration of payment

mode, issuance of sales agreement, declaration of final loading port (or STS loading location) and

loading dates and or L/C amendments, for any reasons whatsoever within the time stipulated,

otherwise L/C issuance (if required) shall be on a best endeavour basis.

8.7 In the event payment to be made by a provisional price, a final payment invoice shall be promptly

issued by the creditor party upon confirmation of final price. The debtor party shall have to pay the

difference between the provisional price and the final price seven (7) New York banking days after

receipt of final payment invoice (date of receipt to count as day zero). No interest shall be due for the

period between the payment due date and the final adjustment due date.

8.7.1 For payment via L/C, final settlement shall be done within L/C terms if the final price is greater than

the provisional price, and shall be effected seven (7) New York banking days after receipt of the

Seller’s final payment invoice (date of receipt to count as day zero). However, if the final price is less

than the provisional price, the Seller shall effect the difference to the Buyer outside L/C terms within

seven (7) New York banking days after receipt of the Buyer’s final payment invoice (date of receipt to

count as day zero). No interest shall be due for the period between the payment due date and the


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final adjustment due date.

8.8 Payment shall only be made against presentation of payment documents including (a) the Seller’s

commercial invoice or provisional invoice, (with clear indication of excluding free water quantity at

loading port (or STS loading location) or discharging port, whichever is higher) and normal shipping

documents including but not limited to (b) 3/3 original B/L issued to or endorsed to the order of the

Buyer or the Buyer’s bank, (c) Certificate of Quality, (d) Certificate of Quantity, (e) Copy of valid NOR

at discharge port, (f) Ullage Report (at both loading port (or STS loading location) and discharging

port) endorsed by Master of the performing vessel and mutually acceptable Inspector, (g) Letter of

Protest on free water quantity found (if applicable) (at both loading port (or STS loading location) and

discharging port) endorsed by Master of the performing vessel and Inspector, and (h) Original

Certificate of Origin.

8.8.1 In the event the payment documents are not available prior to the payment due date for any reasons

whatsoever, payment shall only be made against presentation of (a) the Seller’s commercial invoice or

provisional invoice (with clear indication of excluding free water quantity at loading port (or STS

loading location) or discharging port, whichever is higher), (b) Letter of Indemnity (“LOI”) in format

acceptable to the Buyer in lieu of normal shipping documents, (c) Copy of valid NOR at discharge port,

(d) Copy of Ullage Report (at both loading port (or STS loading location) and discharging port)

endorsed by Master of the performing vessel and Inspector, and (e) Letter of Protest on free water

quantity found (if applicable) (at both loading port (or STS loading location) and discharging port)

endorsed by Master of the performing vessel and Inspector.

8.9 All payment documents shall be received by the Buyer not later than seven (7) New York banking days

prior to payment due date, failing which payment from the Buyer to the Seller shall be made seven (7)

New York banking days after receipt of such documents (date of receipt to count as day zero). The

Buyer shall not be liable for any late payment interest (if any) as a result of such delayed receipt of

payment documents.

8.10 In the event that payment falls due on a Saturday or non-Monday banking holiday in New York, then

payment shall be made on last preceding New York banking day. In the event that payment falls due

on a Sunday or Monday bank holiday in New York then payment shall be made on the first following

New York banking day.

8.11 All bank charges (if any) incurred at the Seller’s bank shall be entirely on the Seller’s account. All

charges incurred at the Buyer’s bank shall be on the Buyer’s account.

9 Other than Original Load Port Cargo

9.1 The Oil shall be loaded directly from original loading port. However cargo offered from other than

original loading port storage location or STS loading location shall only be accepted, solely at the

Buyer’s option, subject to the Seller’s declaration of such loading port (i.e. cargo from storage location

or STS loading location) and loading dates, with information (including documents as requested)

append, in writing at least fourteen (14) calendar days prior to the first day of estimated loading dates

from such storage location or STS loading location. In the event that such declared final loading port

(or STS loading location) is changed for any reason(s) whatsoever except Force Majeure, all cost

incurred and associated to such changes shall be entirely for the account of the Seller.

9.2 A written declaration (in the Seller’s official company letterhead) to be provided by the Seller to assure

the quality of the offered grade from storage location or STS loading location shall be same as the

quality of the offered grade from original loading port as validation to the Buyer that cargo is from

original loading port (and such costs (if any) shall be entirely for the Seller’s account). The Seller to

provide details of the Oil from original loading port to storage location (i.e. the transportation trail from


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original loading port onwards to storage location or STS loading location) including date of discharge

of Oil into allocated tank(s), the said allocated tank references and the said allocated tank’s ullage

report from Inspector, and any other relevant records the Buyer considers relevant for authentication

in the transportation trail of the Oil.

9.3 Cargo ownership at storage location or STS loading location from the main operator shall confirm that

the offered Oil grade has been stored and handled in a dedicated and segregated manner.

9.4 The Seller shall provide the Buyer with copy of B/L(s), Certificate of Quality, Certificate of Quantity,

Certificate of Origin, Cargo Manifest, and original Ullage Report (endorsed by Master of the performing

vessel and independent inspector from the original loading port and or terminal), including copies of

usual shipping documents from original loading port into storage location or STS loading location. In

any case, such documents shall be provided to the Buyer prior to all loading operation of the Oil into

the performing vessel.

9.5 In the event the Oil is loaded from storage location, the Seller shall provide the Buyer with additional

laboratory analysis i.e. Density, API Gravity, BS&W, SG and sulphur content, seven (7) calendar days

prior to the first day of loading from storage tank and all such costs (if any) shall be entirely for the

Seller’s account.

9.6 The Seller to declare if any other grade of oil was co-loaded on the same vessel at the original loading

port or en-route till final destination at storage location or STS loading location.

9.7 The Seller shall provide the Buyer with the stowage plan of the mother vessel as provided and

endorsed by Master of the performing vessel and or owner.

9.8 Cargo from slop oil tank shall be prohibited to be loaded into the Seller’s performing vessel unless the

vessel owner and the Inspector can certify that the slop tank was clean and fit for such prior loading

with Tank Cleanliness Certificate(s) and Certificate(s) of Slop/Slop Report(s) and any other relevant

records the Buyer considers appropriate.

9.8.1 The vessel owner shall provide documented evidence that the designated compartment/tank(s) (i.e.

stowage plan and ullage report) use for slop (if any) and any other relevant records the Buyer

considers appropriate for such usage. Without prejudice, in the event that the vessel owner and the

Inspector are unable to provide such documented evidence, the Buyer reserves all rights to reject the

entire cargo, and or elect not to discharge the entire cargo in the slop tank. And consequently, all

related cost that might arise due to such circumstances (i.e. slop tank cargo not discharged and or

entire cargo rejected) shall be entirely for the account of the Seller and in no event shall the Buyer be

liable for any such losses or damages that the Seller may incur.

9.9 STS loading operation shall be carried out in accordance with the procedure set by ICS and or OCIMF

STS transfer guides. And such STS loading operation for cargo(es) offered from other than original

loading port at Indonesia water shall not be allowed.

9.9.1 The Seller shall provide additional laboratory analysis i.e. Density, API Gravity, BS&W, SG and sulphur

content after STS operation from daughter vessel received tank and all such costs (if any) shall be

entirely for the Seller’s account.

9.9.2 For final B/L quantity calculation, the applicable API Gravity and BS&W shall be based on

the quality at original loading port in the first country of the crude origin, and such

quantity shall be established based on the average of mother vessel transferred quantity

(mother vessel discharged quantity) and daughter vessel received quantity (daughter

vessel after loading quantity minus on board quantity before loading) at STS loading

location. Such quantity shall under no circumstances be determined by reference to the

vessel’s experience factor.

9.10 The quantity of Oil shall be based on net B/L quantity; however, net B/L quantity against net shore


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tank actual received quantity (“net outturn”) loss of more than 0.15 percent tolerance shall be

excluded from invoice quantity. The net outturn loss shall be the difference between net outturn

quantity reported by Inspector against net B/L quantity.

9.10.1 If the net outturn quantity is a gain, the invoice quantity of the cargo shall be based on B/L quantity.

The Inspector shall determine the quantity of the Oil delivered based on measurement metering

system at the discharge port.

9.11 The Seller shall declare if cargo (from other than original loading port storage location or STS loading

location) already loaded and or floating, and in such case, all such loading port (or STS loading

location) inspection shall be entirely for the Seller’s account, and discharging port inspection shall be

shared equally between the Parties.

9.11.1 For CFR delivery, in the event cargo from such loading port (i.e. cargo from storage location or STS

loading location) is already loaded and or floating prior to the Seller’s declaration of such loading port,

loading dates, performing vessel, acceptance of mutually agreed Inspector and issuance of the Buyer’s

document instruction, and such cargo delivery is acceptable to the Buyer (upon receipt of full loading

port inspection certificates (or equivalent documents) of the Oil from loading port surveyor), title and

risk of loss to the Oil shall pass upon receipt of the Buyer’s acceptance of such cargo or the Deemed

B/L date (if applicable), whichever is later.

9.11.2 For DAP delivery, in the event cargo from such loading port (i.e. cargo from storage location or STS

loading location) is already loaded and or floating prior to the Seller’s declaration of such loading port,

loading dates, performing vessel, acceptance of mutually agreed Inspector and issuance of the Buyer’s

document instruction, the Seller shall provide full loading port inspection certificates (or equivalent

documents) of the Oil from loading port surveyor within five (5) Indonesia business days after the date

of the Buyer’s acceptance of offer.

9.12 Confirmation of all of the above terms and conditions are mandatory and in case of non-

confirmation/non-compliance of any of the above terms and conditions, cargo(es) from the storage

location and or STS loading location shall be rejected and the Buyer shall not be liable for any such

losses or damages that the Seller may incur.

10 Inspection, Determination of Quantity and Quality

10.1 Where the Loading Terminal is operated by the Seller or an Associated Company of the Seller,

measurement of the quantity shall be carried out in accordance with API MPMS 12.1.1 and the taking

of the samples for the purpose of determining the quality and quantity shall be in accordance with

good standard practice at the loading terminal at the time of loading.

10.2 Where the Loading Terminal is not operated by the Seller or an Associated Company of the Seller,

measurement of the quantity and the taking of the samples for the purpose of determining the quality

and quantity shall be carried out in accordance with good standard practice at the loading terminal at

the time of loading.

10.3 Inspection shall be at loading port (or STS loading location) and discharging port. The Parties shall

appoint a mutually acceptable Inspector (and if unable to mutually agree, Inspector shall be confirmed

by the Buyer) to witness the loading and the discharging of the Oil. If necessary, the Buyer shall

inspect at loading port (or STS loading location).

10.4 Full loading port inspection certificates (or equivalent documents) of the Oil from loading port surveyor

must be made available to the Buyer immediately after completion of loading. Costs of inspections

(quality, quantity, courier services, etc) shall be shared equally between the Parties. However, all such

inspection costs for cargo(es) from China at the loading port (or STS loading location) shall be 100

percent (“100%”) on the Seller’s account, while at discharging port, it shall be 100% on the Buyer’s


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account.

10.5 The quantity and quality of the Oil delivered shall be determined by measurement, sampling and

testing in accordance with the standard practice, at the loading terminal (or STS loading location) at

the time of loading and at the time of discharge at discharging terminal, except in case of fraud,

omission, and or manifest error.

10.6 For cargo(es) that has already loaded and or floating and such cargo delivery is acceptable to the

Buyer inspection shall be at discharging port. The Buyer shall appoint a mutually acceptable Inspector

to witness the discharging of the Oil. Full loading port inspection certificates (or equivalent documents)

of the Oil from loading port surveyor must be made available to the Buyer prior to the arrival of the

performing vessel at discharging port. In the event that the Seller fails to submit such documents

timely, at the Buyer’s option, the vessel shall berth and or the cargo discharged on a best endeavour

basis. And without prejudice, the Buyer is absolved of all responsibilities for any additional costs,

damages or expenses incurred by the Seller, including but not limited to demurrage, any issue with the

custom or authority in the event the vessel so chose to remain in the inner port, and/or any drifting

bunkers charged by the owners in the event the vessel needs to drift off port limits and/or open sea.

10.7 The Seller shall be responsible to provide the relevant records ((i.e. including but not limited to the

automatic shore-tank gauging statement, or equivalent documents etc) to confirm the quantity

computation to be stipulated in the B/L for issuance to the Buyer, immediately after completion of

loading.

10.8 The quantity and quality report determined by Inspector shall be final and binding for the Parties save

for fraud, omission, and or manifest error. The discharge port quantity and quality report determined

by Inspector shall form the basis for the Buyer to substantiate claim(s), if any, against the loading port

(or STS loading location) inspection report.

10.9 Upon confirmation of a cargo discrepancy on quantity and quality, the Buyer reserves all rights

(without prejudice) to claim from the Seller all associated costs, including but not limited to, the full

costs incurred for reanalysis and / or any monies paid government tax(es) for custom clearance

purposes and / or custom fine, and in addition, any demurrage (including the waiting time for the

results of reanalysis (starting from the time of mutual agreement for a request of reanalysis)) incurred

shall not be the responsibility of the Buyer).

10.10 For cargo loading from Floating Storage Offshore (“FSO”) or STS operation, the Buyer shall not be

responsible for any boat launch for Inspector and all such cost(s) incurred shall not be the

responsibility of the Buyer.

10.11 Quality and / or quantity claim (if any) shall be notified by the Buyer to the Seller ninety (90) days

after the completion of discharge.

11 Laytime

11.1 The laytime allowed for discharging at Balikpapan terminal shall be:

• 36 hours via SPM operation for less than 400,000 barrels;

• 48 hours via SPM operation for 400,000 barrels to 650,000 barrels;


• 60 hours via SPM operation for 851,000 barrels to 1,000,000 barrels; and

• 72 hours via STS operation and direct SPM operation for 851,000 barrels to 1,000,000 barrels.

11.2 The laytime allowed for discharging at Balongan terminal shall be 48 hours via SPM operation for

600,000 barrels.

11.3 The laytime allowed for discharging at Cilacap terminal shall be:



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• 36 hours for discharging direct to CIB for 400,000 barrels to 600,000 barrels;

• 48 hours via SPM operation for 900,000 barrels to 1,000,000 barrels; and

• 60 hours via SPM operation for more than 1,000,000 barrels.

11.4 The laytime allowed for discharging at Dumai terminal shall be 48 hours via jetty operation for 600,000

barrels

11.5 The laytime allowed for discharging at Tuban terminal shall be:



11.6 Any time consumed due to the following shall not count as used laytime :

• Time used for shifting to berth due to port restriction or shifting after dark shall not be counted as laytime

• Awaiting tide, tugs, pilot, daylight, moderation of weather or sea state prior to berthing; • Awaiting bad weather • Awaiting immigration, customs, or pratique; • On an inward passage until the Vessel is securely moored at the Berth; • Preparing for and handling or shifting of ballast, bilges, slops or other substances or bunkering

unless concurrent with cargo operations; • Restrictions imposed by the owner, charterer or master of the Vessel; • Any breakdown of the Vessel's equipment or failure to comply with the requirements of the

Loading Terminal with respect to equipment aboard; • Cleaning and inspection of the Vessel's cargo tanks;

• Time spent complying with any of the regulations and other requirements;

• Strike, lockout, stoppage or restraint of labour.

11.7 If valid NOR is tendered prior to the first day of ADD, the laytime shall commence at 1200 hours on

the first day of ADD or when the vessel commences discharge, whichever is earlier. If valid NOR is

tendered within 0001 - 0559 hours within ADD, the laytime shall commence at 1200 hour on the same

day of NOR tendered or when the vessel commences discharge, whichever is earlier; If valid NOR is

tendered within 0600 – 1559 hours within ADD or for SPM Cilacap within 0600 - 1459, laytime shall

commence six (6) hours after NOR is tendered or when the vessel commences discharge, whichever is

earlier; If NOR is tendered after 1600 hours (or 1500 hours for SPM Cilacap) on the on the first day of

ADD, laytime to commence at 1200 hour the following day or when the vessel commences discharge,

whichever is earlier; If NOR is tendered after 1600 hours (or 1500 hours for SPM Cilacap) on the last

day of ADD, then the vessel shall be berthed on best endeavour basis and the laytime shall commence

when the vessel commences discharge.

12 Demurrage

12.1 Demurrage shall be in accordance with the performing CP rate, the rate of demurrage shall be

calculated for the vessel size per chartering rate payable by buyer and in the event that CP rate is not

applicable, LTBP rate shall apply.

12.2 Demurrage claim (if incurred and relevant) shall be sent to the Buyer within forty-five (45) calendar

days after completion of discharge date. The Seller shall sent the demurrage claim via email to

[email protected] and in hard copy by courier to the Buyer’s address at Jalan Medan

Merdeka Timur 1 A Jakarta Indonesia 10110 for the attention of the Buyer’s Demurrage Claim

department with subject to read “Demurrage Claim – [Vessel / BL Date / Agreed Date Range]”. Any

Demurrage claim presented to an address different from the above shall not be considered as received

by the Buyer.

12.3 A fully documented claim must include at least a copy of valid NOR, copy of B/L(s), Statement of Fact

(“SOF”) and Tanker Time Sheet from Inspector including pumping logs, Letter (or Notes) of Protest (if

made) signed by or on behalf of Master of the performing vessel and terminal representative(s),


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discharge agreement, laytime calculation, signed or working copy of the performing CP or LTBP (if

applicable), and any other relevant records the Buyer considers relevant to the laytime-demurrage

computation. If the Buyer fails to receive such fully documented claim within the aforesaid limits, then

any claim for demurrage shall strictly be waived and absolutely barred.

13 Insurance

13.1 For CFR delivery, the responsibility of securing insurance (if required) shall rest wholly with the Buyer.

For DAP delivery, the responsibility of securing insurance shall rest wholly with the Seller.

13.2 Without prejudice, any additional vessel insurance, war risk insurance or insurance for the vessel’s hull

and machinery, protection and indemnity or cargo insurance or any or all of them, in respect of the

delivery of the Oil shall be entirely for the account of the Seller.

13.3 In the event of vessel passing through or remaining within any war risk areas as per stipulated in Joint

War Committee (“JWLA”), the Seller shall ensure the performing vessel meets at least one of the

following requirements as listed in the order of preference by the Buyer:

13.4 The BMP4 guidelines must be clearly stipulated in the CP to confirm that the ship owners have a ship

security plan incorporated, and /or

13.5 Engage a security company to provide armed guards on board the ship for the voyage from the

loading port (or STS loading location) in the region as stated in JWLA until the vessel exits the high

risk area, and / or

13.6 Ship owner to purchase K&R coverage of up to USD10M and the cargo owner share in the benefit of

the policy/coverage.

13.7 In the event the Seller cannot comply with the requirement in the above points, the Buyer shall not be

held responsible (without prejudice) for all costs, losses, damages, and any such expenses directly or

indirectly arising out of passing through or remaining within any war risk areas, until such time the Oil

are delivered to the Buyer at the discharging port.

14 Title and Risk

14.1 For CFR delivery, property in or title to, risk of loss, contamination or damage to the Oil delivered

hereunder shall pass from the Seller to the Buyer as the Oil passes the permanent flange connection of

the vessel’s intake hose at the loading port (or STS loading location).

14.2 For cargo(es) based on the Deemed B/L date, property in or title to, risk of loss, contamination or

damage to the Oil delivered hereunder shall pass from the Seller to the Buyer from the Deemed B/L

date.

14.3 For DAP delivery, property in or title to, risk of loss, contamination or damage to the Oil delivered

hereunder shall pass from the Seller to the Buyer as the Oil passes the permanent flange connection of

the vessel’s intake hose at the discharging port.

14.4 Without prejudice to the property in or title to, and or risk of loss, having passed at loading port (or

STS loading location) and or from Deemed B/L date and or at the discharging port, the Buyer reserves

all right to reject the cargo if the Oil received by the Buyer at loading port (or STS loading location)

and or discharging port does not conform to the quality / specification. The Buyer shall not be liable

for any loss or damage directly or indirectly which the Seller may suffer as a result of the Buyer

exercising such right.

14.5 Any loss or damage of the Oil or any Buyer’s property or personal injury during discharge caused by

the fault of the vessel or its officer or crew shall be borne by the Seller, except such loss or damage by

the Buyer’s fault.


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15 Law and Arbitration

15.1 The Agreement shall be governed and construed with the Laws of the Republic of Indonesia.

15.2 All disputes with respect to any of the terms or conditions, or the performance of either Parties arising

out or in connection with the Agreement shall to all extent possible be settled amicably by negotiation

and discussion between the Parties.

In the event that any dispute cannot be resolved by way of amicably negotiation as aforesaid, such

dispute, controversy, or claim shall be referred to Badan Arbitrasi Nasional Indonesia (“BANI”) in

accordance with the commercial arbitration rules and regulations of BANI.

16 Force Majeure

16.1 Force Majeure means an event, condition, or circumstance and the effects thereof that (a) is beyond

the reasonable control of the Party claiming an Event of Force Majeure, (b) causes a delay or

disruption in the performance of such Party’s obligations under this Agreement despite all reasonable

efforts of the Party claiming an Event of Force Majeure to avoid or prevent it or to mitigate its effects,

and (c) is not the direct or indirect result of the negligence of such Party or of the failure of such Party

to perform any of its obligations under this Agreement or any Transaction Documents, including,

without limitation:

• Acts of God;

• Storms, lightning, floods, or other unusually severe weather conditions, earthquakes, natural

disasters, explosions or fires;

• Major accidents affecting the mooring facilities, docks and harbour at or constituting the

loading/discharging port;

• Vessel damage or loss;

• Strikes, work stoppages, work slowdowns or other labour actions (other than strikes, stoppages,

slowdowns or actions solely involving employees of that party);

• Acts of war (whether declared or undeclared), invasion, actions of terrorist or sabotage;

• Frustration of this Agreement or prevention of performance of either of the Parties material

obligations under this Agreement due to any relevant Government Authority:

i. Changing or repealing any law or its interpretation or application; or

ii. Enacting or making of a new law and/or regulation

iii. Issuance of written instruction to prohibit or impede and/or delay any performance of

obligation under this Agreement and its Transaction Documents

• Curtailment of, or interference with the availability from, any of sources of supply Oil causes

reasonably beyond the Party’s control, so as to delay or hinder Party in, or prevent Seller from,

supplying the full quantity of the relevant shipment of oil when deliverable hereunder.

16.2 Except for the payment obligation and other obligation as provided in this Agreement, either Party

shall be waived from performing and shall not be construed to be in default in respect of any

obligation hereunder for so long as such Party’s failure to perform such obligation shall be due to an

Event of Force Majeure and diligent efforts to overcome the effects of the Event Force Majeure are

continuing.

16.3 Neither Party shall be relieved of its obligations under this Agreement nor shall any obligations of a

Party be suspended solely because there may be increased costs or other adverse economic

consequences incurred through the performance of such obligations.

16.4 The Party claiming relief from its obligation due to event of force majeure has to give written notice of

a claimed event of Force Majeure to the other party immediately which notice shall describe such

event, the date on which it commenced and its anticipated duration, the general effect thereof, and


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summarize the action being taken or reasonably expected to be taken in order to mitigate the effect.

As promptly as practicable thereafter, such Party shall also submit to the other Party a relevant and

acceptable document (including statement from independent authorized institution) to proof such

event of Force Majeure, its effect upon the time of performance, and more precise statement of the

mitigation to be taken.

16.5 The Parties (i) shall make all reasonable efforts to prevent and reduce to mitigate the effect of any

Event of Force Majeure and (ii) shall use reasonable efforts to ensure resumption of normal

performance of this Agreement after the termination of any Event of Force Majeure.

16.6 For the avoidance of doubt, the period of the event of Force Majeure shall begin on the date that is

specified in the relevant notice as the date that such event commenced. Performance under this

Agreement shall resume by mutual agreement to the extent made possible by the end or amelioration

of the event of Force Majeure.

16.7 In the event title to the Oil has not been transferred to the Buyer, if any failure, omission or delay in

performance of the Agreement under this Section continues for more than fifteen (15) calendar days

after the day of the notice of Force Majeure has been sent, then either party shall, to all extent

possible be settled amicably by negotiation and discussion between the Parties, be entitled after said

duration to cancel delivery of the shipment(s) affected by the event of Force Majeure by written notice

to the other party, without any liability on either side save that such cancellation shall be without

prejudice to the other accrued rights and (if applicable) to other deliveries under the Agreement.

17 Failure of Delivery

In the event Seller, for any reason other than Force Majeure Event, fail to deliver Crude Oil in

accordance with the specifications, quantity, time and/or place of delivery as agreed in the Deal

Confirmation or Agreement, then. Seller shall be deemed fail to deliver the cargo (“Fail of Delivery”).

For avoidance of doubt, Fail of Delivery shall mean no update from Seller on loading indication or

vessel nomination 5 (five) days prior to the calculated loading date from normal voyage sailing days of

vessel from loading port directly to discharging port using average speed of 12 knot.

If Fail of Delivery happens, then:

a. Buyer shall have the right to take any mitigation action needed

b. Seller shall reimburse Buyer for all direct cost and loss incurred caused by the Fail of Delivery,

including but not limited to compensate the price differential between the price under this

Agreement and the price of any substitute cargo purchased by Buyer. Buyer shall act in good faith

to minimize such cost (cost, loss, or consequences to be compensated shall not be greater than

the value of the cargo which should be delivered by Seller).

18 Trade Control & Sanction and Anti-Corruption

18.1 Notwithstanding anything to the contrary herein, nothing in this contract is intended or shall be

interpreted to require either party to the contract to act in any manner which is inconsistent with,

penalized or prohibited under any laws, regulations, rules or requirements applicable to such party

which relate to foreign trade controls, export controls, embargoes, sanctions or international boycotts

of any type.

Should the coming into force of any sanctions legislation, regulation or regime – regarding any foreign

trade control, export/import control, embargo or international boycott prohibit performance of either

party's obligations, each party is entitled to terminate this contract forthwith in respect of all

unperformed obligations upon written notice to the Buyer.

Should the seller be required to obtain any authorization, license or approval pursuant to any foreign

trade control, export/import control, embargo, international boycott or sanctions legislation, regulation


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or regime, it shall be obliged to do so promptly. To the extent that there is any delay in the

performance of the buyer's obligations including a delay in making payment and/or giving payment

instructions caused by (i) any foreign trade control, expert/import control, embargo, international

boycott or sanctions legislation, regulation or regime or (ii) the obtaining of any authorization, license

or approval as required by any foreign trade control, export/import control, embargo, international

boycott or sanctions legislation, regulation or regime, the buyer is responsible for all costs and

consequences of the same including the payment of interest to the seller on any late payments as

provided in the payment terms provision of this contract.

18.2 The Buyer and the Seller each agree and undertake to the other that in connection with this contract,

they will each respectively comply with all applicable laws, rules, regulations, decrees and/or official

government orders applicable to the parties relating to anti-bribery and anti-money laundering. The

Buyer or the Seller may terminate the contract forthwith upon written notice to the other at any time,

if the other is in breach of any of this provision

19 Purchase Order

19.1 This Pertamina General Terms and Conditions (“GTC”) contains general terms and conditions

applicable to the sale and purchase of crude oil but does not specify the quantities, quality or price of

the crude oil to be delivered pursuant to each such sale and purchase. The Parties may from time to

time, by executing a Purchase Order based on a cargo offer from Seller or a cargo request from Buyer,

agree to the sale and purchase of certain quantities of crude oil on the terms and conditions contained

in this GTC and such other terms and conditions as are set out in the Purchase Order, including terms

and conditions as to the quantity and quality of crude oil sold and purchased, the price applicable to

such crude oil and any other terms and conditions relevant to such sale and purchase including any

variation of the terms and conditions contained in this GTC. The terms and conditions set out in the

Purchase Order shall be always in accordance with the Agreement.

19.2 In the event of any inconsistency between the provisions in the Agreement and the terms contained in

this Pertamina GTC and Purchase Order, the Agreement shall prevail.

19.3 Each Purchase Order shall supplement and be read and construed together with the Agreement and all

relevant applicable Annexes, and together, shall constitute a single integrated agreement between the

Parties.”

20 Additional Conditions

20.1 Neither the Seller nor the Buyer shall be liable for consequential, indirect or special losses or special

damages of any kind arising out of or in any way connected with the performance of or failure to

perform the Agreement.

20.2 The Seller warrants that it has full legal title to the Oil, clear and free of all liens, claims, encumbrances

and that it has full rights and power to convey such title to the Buyer.

20.3 The amount of any taxes, duties, imposts, fees, charges (including, without limitation, pilotage,

mooring and towage expenses) and dues (including, without limitation, quay dues) in respect of the

vessel (except those specified in Worldscale as being for the owner’s account), of every description

imposed or levied by any governmental, local or port authority on the Oil supplied hereunder, or on its

export, delivery, transportation, ownership, sale or use, in respect of any stage at the loading port,

shall rest wholly with the Seller.

20.4 In the event of any claims from the Seller that arise under the Agreement (other than the Seller’s

demurrage claim (if any), the Seller shall notify the Buyer of its claim in writing and submit all such

mutually agreed claims to the Buyer within thirty (30) calendar days after completion of discharge,


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failing which such claims shall be deemed waived and absolutely barred.

20.5 Without prejudice, in the event of any Custom cargo inspection(s) pertaining to Red Channel policy,

any related costs that arise including but not limited to vessel demurrage while waiting for the random

inspection(s) shall be shared equally between the Parties since such condition(s) are not reasonably

within the control of the Parties affected.

20.6 For custom purposes, the Seller shall submit including but not limited to a scanned copy of (a) original

B/L, (b) Cargo Manifest, (c) Certificate of Quantity, (d) Certificate of Quality and (e) Certificate of

Origin, within three (3) calendar days after completion of loading (with the exception for cargo(es)

with five (5) or less than five (5) normal estimated voyage sailing time (based on average vessel speed

of twelve (12) knot) from the loading port (or STS loading location) directly to the discharging port

from the first day of ADD, within one (1) calendar day after completion of loading). In the event that

the Seller fails to submit such documents within the time limit, all costs in relation to the custom

clearance charges and / or custom fine, including but not limited to demurrage incurred owing to late

custom clearance shall be entirely on the Seller’s account.

20.7 The Buyer reserves all rights to claim for loss or damages including but not limited to change(s) made

to declared loading port (or STS loading location), custom clearance charges and / or custom fine and

/ or paid government taxes and / or random inspection(s) pertaining to Red channel policy that may

arise, including but not limited to, in the event of (a) wrong submission of custom documents, (b)

error in custom documents submitted, (c) quantity or quality discrepancy attributable to the Seller

including but not limited to outturn losses, and (d) quantity discrepancy on BS&W and or free water

claims, including but not limited to any losses or damages suffered by the Buyer resulting from such

failure. In the event of any such claims, the Buyer shall notify the Seller of its claim in writing, and the

Seller shall endeavour full settlement of all such claims.

20.8 The Seller shall settle any other costs, expenses or charges (including but not limited to

port charges, agent fee, tug boat fee, inspector and or any mutually agreed shared

inspection costs, exclusion of free water, BS&W reanalyses, additional custom charges for

processing surplus B/Ls incurred, charges incurred for acquiring LTBP rate, claim for

quantity and / or quality losses or shortages etc) which may arise under the terms of this

GTC within thirty (30) days from date of invoice (to count as day zero) against the

presentation of the invoice or supporting documentation. In the event of non-settlement

within thirty (30) days, the Seller shall pay interest on the overdue payment. Such interest

shall accrue and become due on a daily basis from the day after the payment due date

until the payment is received in full into the nominated bank account at a rate per annum

plus two percentage point (2%) above the Intercontinental Exchange Group Inc. London

Interbank Rate (“LIBOR”).

20.8.1 Time shall be of the essence in this respect and without prejudice, The Seller or the Buyer shall give

counter or confirmation to the other parties for each claim which may arise under the terms of this

General Terms and Conditions (“GTC”) within thirty (30) days from date of the presentation of the

Buyer’s or the Seller’s notification claim documentation and will do best endeavor to settle each claim

within six (6) month from date of the presentation of the Buyer’s or the Seller’s submit complete claim

documentation.

20.9 CFR (or DAP) shall have the meaning given to that term in Incoterms (or any subsequent amendment

thereto) as modified by the terms and conditions of this GTC. Further, if there is any inconsistency or

conflict between the Agreement and Incoterms, this GTC shall prevail. In all cases, in the event the

term “DES/Ex-Ship” is applied in the Agreement, all references of DAP in this GTC shall be replaced by

DES/Ex-ship.


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20.10 Unless otherwise agreed by the Buyer, no amendment, modification or waiver of any provision of this

GTC or of any right, power or remedy shall be effective unless made expressly and in writing. The

Buyer reserves all rights to amend and / or update this GTC from time to time.

20.11 The Seller shall be deemed to have agreed with the General Terms and Conditions detailed herein

when the Seller offers for this import.