international marine bunker supply

7/30/2019 International Marine Bunker Supply

1/10

INTERNATIONAL MARINE BUNKER SUPPLYGENERAL TERMS AND CONDITIONS CUROIL N.V.

These general terms and conditions govern all Marine Sale Contracts that are concluded between the ContractingCompany and the Buyer with regard to everything related to the sale and delivery of the Marine Fuels, unless theContracting Company agrees otherwise in writing.In the event of discrepancy between the General Terms and the Marine Sale Contract concluded between parties thelatter shall prevail. Unless otherwise agreed in writing between the Contracting Company and the Buyer these terms and

conditions as amended from time to time which supersede any earlier terms and conditions issued by the ContractingCompany, shall override any terms and conditions stipulated, incorporated or referred to by the Buyer. Each delivery shallbe a separate contract.All possible general terms and conditions of the Buyer are hereby explicitly rejected.

Table of Contents1. General2. Nomination Procedure3. Quantity and Quality4. Measurement and Samples5. Price6. Charges7. Invoices and Payment8. Security9. Delivery10. Safety and Environmental Requirements

11. Documents12. Risk and title of owner vessel13. Termination14. Restriction on use15. Force Majeure16. Indemnity17. Liability18. Compensation19. New and Revised Regulations20. Agents21. Waiver22. Notices23. Severability24. Succession25. Good Faith and Good Practice26. Amendments and Variations27. Governing law and J urisdiction

1 General1.1 Definitions

Unless the context otherwise demands:

Buyer means the party, its subsidiaries and affiliates,servants, agents, assigns, subcontractors and otherpersons instructed by it requesting the ContractingCompany either to sell and to deliver to it or to arrangefor the sale and the delivery to it of Marine Fuels

Clear Working Days means days from Monday toFriday, except for official holidays in the NetherlandsAntilles

Commitment means the contract of sale for bunkeringor cargo on the terms hereof concluded between theContracting Company and the Buyer in accordance witharticle 2 hereof.

Contracting Company means Curoil N.V. and/or itschartered vessel (party), subsidiaries and affiliates,servants, agents, assigns, subcontractors and otherpersons duly authorized by the Company to fulfill itsobligations under the agreement with the Buyer.

Delivery Port means the port at which the ContractingCompany must deliver the Marine Fuels under aCommitment

Marine Fuels means marine Fuel oil, intermediate Fueloil, marine diesel Fuel and gas oil

Price lists means the price list reflecting the priceseffective on the date of delivery.

Spot Sale means a one-off transaction for a definedvolume of Marine Fuels to be delivered at an agreedlocation on an agreed date for an agreed price.

Supply means delivery and/or retrieval of bunkers &slops.

1.2 ReferencesAll references to time periods shall be in accordancewith the Gregorian Calendar.All references to time shall be as per local Willemstadtime (GMT- 4 hours).

2. Nomination Procedure


2/10

2.1 The Buyer shall give not less than four (4)working days written notice to the ContractingParty of the Request for Supply which shallcontain at least a specification of the gradesand quantities of the Marine Fuels and thedesired date of arrival of the chartered vesselat the Delivery Port. All Nominations aredeemed to incorporate all the terms and

conditions contained herein.2.2 Upon acceptance of the nomination theContracting Company shall provide aCommitment to the Buyer for the requestedsupply, which contains a confirmation of theBuyers willingness to acquire the RequestedSupply under the Contracting Companysterms and conditions.

2.3 In addition, the Buyer shall provide theContracting Company with the followinginformation in the Commitment:

The complete name, address and place ofregistry inscription and tax identificationnumber of the Buyer;

The name, address and tax identificationnumber of the Buyers accredited agent andthe name of the Master of the vessel;

The specification and quantity of the MarineFuels to be supplied;

The name and flag and the IMO number ofthe vessel(s);

The name, address and place of registryinscription and tax identification number placeof registry of the Vessel Owner;

The date and estimated time of arrival (ETA)of the vessel at the port;

The earliest estimated date of supply of theMarine Fuels;

All other information that may be necessaryor of use for adequate performance of thesupply operation.

2.4 The Buyers confirmation of the Supply andthe Contracting Companys acceptance in

writing thereof and, if applicable, the Buyersproposed changes thereto, shall constitutethe purchase contract between parties, whilethe Buyer therewith unconditionally acceptsand acknowledges that these General Termsshall be applicable on the legal relation withthe Contracting Company.

2.5 Modifications to the Commitment by theBuyer are only valid upon acceptance inwriting by the Contracting Company.

2.6 The commitment to supply the Marine Fuelsrequested shall uphold for four (4) days.

The Buyer shall begin to take delivery withinthe 4-day period commencing one day beforethe agreed earliest estimated lifting date andending on the day two days after the agreedearliest estimated lifting date.Failure by the Buyer to withdraw the MarineFuels within this term shall automaticallycancel the Contracting Companys obligationto supply under the Commitment without theContracting Company being liable for anydamages of whatsoever nature. In that case,the Contracting Company may adjust itquoted price in accordance with prevailingmarket prices, such without prejudice to anyclaim the Contracting Party may have against

the Buyer for damages for taking the deliverywithin the 4-day period.

2.7 Cancellation of the supply by the Buyer mustbe requested at least 48 working hours priorto the ETA of the vessel. Failure to do so orrejection of the Marine Fuels by the Buyerentitles the Contracting Company to claim therelevant compensations.

2.8 The Buyer shall ensure that either the Masterof a vessel which requires delivery of MarineFuels or its accredited representative at theDelivery Port gives not less than two (2) clearworking days written notice to theContracting Company of the estimated timesof the vessels arrival and availability toreceive the requested Marine Fuels. Suchnotification shall also include confirmation ofthe quantities of each grade of Marine Fuelscontracted for, the estimated place ofmooring of the vessel, all special conditions,difficulties, peculiarities, deficiencies ordefects concerning the vessel or that arespecific to the vessel and might adverselyaffect the supply of the Marine Fuels and allother necessary or useful information.

Any changes in the abovementioned shallequally be communicated in writing to theContracting Company and shall becomeeffective upon written confirmation of theContracting Company.All additional costs and expenses arisingform such changes shall be for the Buyersaccount.

2.9 If the vessel has not arrived at the DeliveryPort within two (2) days after the desired dateof arrival as referred to in Clause 2.1 thenomination shall be deemed to have beencanceled by the Buyer. If the Buyer hasalready given the Contracting Companynotice under Clause 2.8 above, then theBuyer shall be liable to the ContractingCompany for any and all expenses that theContracting Company has incurred as aresult of receiving the notice.

2.10 Buyer undertakes to make himself familiarwith the tanker vessel size limitations andrestrictions at the Point of Delivery and itsapproaches, such as restriction indeadweight and displacement tonnage,length overall, loaded draught, tides, keelclearance and other limitations currently ineffect. Buyer shall keep himself informed ofany changes in said restrictions which mayoccur from time to time, and shall notnominate vessels with specificationsexceeding such limitations. Buyer shalladhere to Contracting Companys terminalprocedures at the Point of Delivery, as in

force from time to time.2.11 If Buyer does not comply with nominations

procedures specified above, he shall not beentitled to any demurrages.

2.12 Should Buyer or Buyers vessel not conformor comply with the provisions of this Clause2, Contracting Company may refuse to berthor load the tanker vessel and shall be underno obligation to supply the Marine Fuelswhich would otherwise have been deliverableto Buyer on such vessel and ContractingCompany may sell or otherwise dispose of


3/10

any such Marine Fuels as ContractingCompany may in its absolute discretiondetermine. Any resulting delay or expensesshall be for Buyers account and Buyer shallindemnify Contracting Company for all directcosts, losses or damages incurred byContracting Company as a result thereof.

3. Quantity and quality3.1 The Buyer shall state the quantity of Marine

Fuels to be supplied in metric tons (Tm), or incubic meters.

3.2 The Marine Fuels to be supplied hereundershall be the Contracting Companyscommercial grades of Marine Fuels offeredgenerally to its customers for similar use atthe time and place of delivery. Save to theextent that exclusion thereof is not permittedor is ineffective by operation of law, allstatutory or other conditions and/orwarranties, express or implied, with respectto the description or quality of the MarineFuels or its fitness, merchantability orsuitability for any purpose or otherwise are

hereby excluded.3.3 The amount of Marine Fuels to be supplied

will be measured, determined and calculatedby the Contracting Company with the aid ofits supply equipment and measurementappliances according to the generallyaccepted methods.

3.4 The Buyer is absolutely and exclusivelyresponsible for the choice and description ofthe grade of Marine Fuels for each deliveryfrom the range of fuels supplied by theContracting Company at the location inquestion, while the Marine Fuels to besupplied must be suitable for the vesselconcerned. He shall also be solely, absolutelyand exclusively liable as to the compatibilitybetween the Marine Fuels stated and theFuels that are on board the vessel prior to thesupply. In connection therewith the Buyerhereby warrants that he has not relied uponany representations made by or on behalf ofthe Contracting Company but has reliedexclusively on its own knowledge and

judgment.The measurements taken on board thevessel supplied shall not be binding on theContracting Company.

3.5 Absent manifest error the ContractingCompanys weights and measurements shallbe presumed to correctly reflect the quantitiesdelivered. However, without prejudice to suchpresumption, the Buyer or his accreditedrepresentative may witness and check such

weights and measurements or may designatea duly certified independent expert,specialized in matters of control andsupervision, to carry out the supervision atthe Buyers expense provided that theContracting Company shall have agreedtherewith in advance in writing.

The Contracting Company shall only observethe findings of the independent expert if theinspection was carried out in the presence ofa duly authorized person of the ContractingCompany.

3.6 Information regarding the typicalcharacteristics of the Marine Fuels at anydelivery location shall only be indicative of theMarine Fuels that have been available at thatlocation from time to time and shall not formpart of the specification of Marine Fuels to bedelivered.

4. Measurements and samples4.1 The quantities of Marine Fuels delivered shallbe measured and calculated in accordancewith the ASTMS-IP Petroleum Measurement

Tables or the methods of any otherrecognized standards authority at thediscretion of the Contracting Company.

4.2 The Contracting Companys weights andmeasurements shall be conclusive evidenceof the quantities delivered. However, withoutprejudice to the conclusiveness of theContracting Companys weights andmeasurements the Buyer or Buyersaccredited representative shall be at liberty towitness and check such weights andmeasurements. No complaint or claim on thepart of the Buyer with regard to the quantity

of the Marine Fuels delivered shall beadmissible unless made to the ContractingCompany or its representative and not on thedelivery receipt at the time of the delivery andconfirmed in writing received by theContracting Company within 30 days aftercompletion of delivery.

4.3 The Contracting Company shall take threerepresentative samples of each grade ofMarine Fuels delivered. The Buyer or Buyersaccredited representative shall be at liberty towitness the sampling. One sealed sampleshall be handed to the Master of the vesselreceiving the Marine Fuels such that in theevent of a dispute relating to fuel quality theBuyer can send this sample to anindependent fuel analysis company and theother one retained by the ContractingCompany for 30 days from the date ofdelivery in a safe place where it will notdeteriorate. At the end of the said 30 dayperiod the remaining sample may bediscarded unless the Buyer has made acomplaint or claim under Clause 4.5 withinthe said 30 days, in which case this samplewill be retained by the Contracting Companyfor analysis by the expert referred to inClause 4.6.

4.4 Unless expressly stated to the contrary in theCommitment, the Contracting Company mayblend the Marine Fuels, and/or add or injectdue, and/or add additives to the Marine Fuelson board the vessel during and/or after

loading. In that case, the risk and title shallremain with the Contracting Company andshall pass to Buyer upon its certification.Such blending, dying or addition or injectionof additives shall not constitute a breach ofthe purchase agreement by the ContractingCompany.

4.5 Any complaint or claim on the part of theBuyer with regard to the quality of the MarineFuels delivered under a Commitment canonly be made if the Buyer or hisrepresentative has witnessed the


4/10

measurement and must be made in writing tothe Contracting Company as soon aspossible under description of full details of theclaim with supporting evidence and in anyevent within 7 days after the date of thedelivery in default of which the Buyer shall bedeemed to have waived all complaints orclaims in relation to the quality of the Marine

Fuels so delivered.4.6 Any dispute as to the quality of Marine Fuelsdelivered under a Commitment shall, save forin instances of manifest error or fraud, bedetermined finally and conclusively byanalysis of a representative sample of theMarine Fuels referred to in Clause 4.3 by anexpert appointed jointly by the Buyer and theContracting Company or, if they cannot agreeto such an appointment, then an expertappointed by the President for the time beingof the Energy Institute. In the case of qualitydisputes, the expert shall be requested toanalyze one or more of the quality samplestaken in accordance with clause 4.3 aboveand where possible, base his or her decisionupon the results thereof.

5. Price5.1 Except as otherwise agreed between the

Contracting Company and the Buyer theprice to be paid for Marine Fuels deliveredhereunder are for delivery ex-wharf and shallbe the net price charged by the ContractingCompany as this in effect on the date ofdelivery as agreed on a spot sale basis.

5.2 The prices applicable to the commencementof delivery under a Commitment shall remaineffective until the completion of deliveryunder that Commitment.

6. ChargesIn addition to the prices payable for MarineFuels, the Buyer shall pay the followingcharges at the rate applicable for the actualdate of delivery:

All charges indicated in the Price List fordelivery ex-lighter including but not limited tolighterage charges, overtime charges,charges for Drum deliveries and provision ofadditional hose in excess of that normallyavailable and the use of all oil pollution.

control equipment required to effect delivery.Any expenses incurred as a result of theMaster of the vessel rejecting the whole orany part of the delivery under a Commitment.

Any mooring or unmooring charges or portdues which may be incurred by theContracting Company in connection with any

vessel to which Marine Fuels are deliveredhereunder.

Any applicable taxes (other than taxes onprofits), duties, impositions, charges, freights,premiums or other costs levied upon theContracting Company by competentauthorities or for which the ContractingCompany is accountable in respect ofdeliveries of Marine Fuels under aCommitment shall be borne by the Buyer.

Any other applicable charges provided for inthe Price List.

In the event that the Buyer is exempted from anyof such charges he shall provide the relevantdocumentation forthcoming from the competentauthorities to the Contracting Company.

7. Invoices and payment7.1 The Contracting Company shall invoice the

Buyer in US Dollars, while the Buyer shallpay the invoice in US Dollars. Payments shallbe made to the Contracting Companys bankaccount at the Bank of Nova Scotia, New

York, on account 582-11 (or to such otherBank or payee as the Contracting Companymay from time to time specify in writing),quoting Curoil N.V.s name and the Buyersname and the Contracting Companyscustomer and invoice number.

7.2 Unless otherwise agreed upon the Buyershall pay the total of the invoice at date ofinvoice, though in any case within fifteen (15)days thereof, and in full without anydeduction, withholding, discount or set offwhatsoever at the date of the invoice. Allbank charges in respect of such payments

shall be for the remitters account. The saleprice is immediately payable notwithstandingpossible claims of the Buyer against theContracting Company.

7.3 Should any dispute arise between the partiesin relation to any item on an invoice underthis agreement, the Buyer will make paymentin full as set out above. The dispute will beresolved separately and the ContractingCompany will issue a debit or credit note asappropriate to the Buyer when the dispute isresolved.

7.4 At the option of the Contracting Company theinvoice may be submitted to the Buyer byregistered or regular post, facsimile, e-mail,or telegram.

7.5 Any delay or failure to pay the invoice in fullshall accrue a delay interest equal to theannual statutory interest rate. Non-payment,partial or late payment after thirty (30) days ofthe date of the invoice shall accrue a penaltyinterest of 1.5 % per month until the date thatpayment is received.

7.6 In the event of any invoice being partially orfully unpaid fifteen (15) days after its duedate, the Contracting Company may:a) Refrain from providing new suppliespending delivery, annual accounts new salesto the Buyer as well as to third parties on itsbehalf.b) Demand immediate payment and recoverfrom the Buyer all the expenses of recovery(including judicial expenses and lawyers

fees) of any of the sums aforementionedthat will be borne by the Buyer.

7.7 In the event of partial payment of an invoicethe Contracting Company shall effectively beentitled to full collection of the sums it is owedand the debit balance shall attract interest atthe rates mentioned in section 7.5 above.Acceptance of late or partial payment shallnot constitute a waiver of rights to interestand shall not be considered as an agreementto provide extended credit.


5/10

7.8 The Buyer and the Vessel Owner Companyshall be jointly and severally liable forpayment of the invoice. The ContractingCompany may enforce his claim on thevessel bunkered and on the chartered goodsaccrued thereon.

7.9 The sum owed by the Buyer for payment ofthe price of the Marine Fuels supplied, plus

the interest and expenses accrued, may becompensated with other debts that theContracting Company has to the Buyer,arising from other commercial transactionswith the Buyer, with the exception of debtsthat do not allow such compensation bymandatory legal provision.

7.10 Delivery documents may be provided to theBuyer if requested, but payment shall not beconditional upon the Buyers receipt of suchdocuments.

7.11 The Buyer will execute any documentationrequired by the Contracting Company inorder to allow for an electronic wire paymentto be made to the bank account specified onthe Contracting Companys invoice and willsubmit a copy of the payment instructions to

the Contracting Company.

8. Security8.1 If Marine Fuels are supplied or to be supplied

under a Commitment on credit and if thefinancial condition of the Buyer becomes inthe opinion of the Contracting Companyimpaired or unsatisfactory, the ContractingCompany may demand that payment bemade in cash at any time before the date duefor payment whether before or after deliveryof the Marine Fuels or may demand thegiving of such security as it may specify.

8.2 Marine Fuels are supplied under aCommitment on the faith and credit of thevessel to which they are supplied as well ason the faith and credit of the Buyer.

The Contracting Company shall not be boundby any attempt by any person to restrict, limitor prohibit its lien or liens attaching to avessel.

8.3 If at any time the Buyer has exceeded anycredit limit as set by the ContractingCompany, has failed to make any paymenteither in full or installment or give any securityrequired (whether in terms of this Clause ornot), the Contracting Company shall, inaddition to any other remedy, be entitled tosuspend or terminate deliveries under theCommitment concerned (insofar as they havenot already taken place) and to assert all theirrights against the vessel and Buyer. The

Contracting Company may also procure thatany other Commitment between the Buyerand the Contracting Company be suspendedor terminated. In the event of suchsuspension or termination the ContractingCompany shall not be liable for any damagescaused by such suspension or termination.

9. Delivery9.1 The Buyer shall be responsible for providing

safe reception of the full quantity of Marine

Fuels contracted for without risk to the Buyer,the Contracting Company, any agent,employee or supplier of the Buyer orContracting Company or to the property ofany such parties.

9.2 The Buyer shall ensure that the vessel to besupplied with Marine Fuels shall be free fromall conditions or defects which might give rise

to any hazard in connection with the deliveryof Marine Fuels to such vessel. TheContracting Company reserves the right notto supply without thereby incurring anyliability where it reasonably believes that theBuyer has failed to ensure the safe receptionof Marine Fuels.

9.3 Where such option is available at the DeliveryPort, deliveries thereunder shall be made ex-wharf, ex-lighter or offshore in accordancewith instructions given by the Buyer or itsaccredited representative or the Master of thevessel if agreed before commencement ofdelivery by the delivering Company.

9.4 The Contracting Company shall not be liablefor inability to deliver on public or dockholidays or on customary non-business days

of the week.9.5 The vessel will be bunkered as promptly as

circumstances permit, but the ContractingCompany shall not be liable for any loss,damage, delay or demurrage whatsoeverwhich may be suffered by the Buyer as aresult of any delay arising from congestionaffecting the Contracting Companys facilities,however caused.

The Buyer shall not be entitled to demurrageor other compensation for such delay.

9.6 In any case where delivery is ex-lighter, theBuyer shall provide free of cost to theContracting Company a clear and safe berthfor the lighter(s) alongside the vesselsreceiving lines.

9.7 The Contracting Company shall not berequired to deliver into any of the vesselstanks, Marine Fuels for the export of which aGovernment permit is required and has notbeen obtained by the Buyer or the Buyersaccredited representative.

9.8 Unless otherwise agreed the Buyer shall notbe entitled to receive Marine Fuels other thaninto tanks usually used as the Fuel bunkersof the vessel to which the delivery is to bemade.

9.9 The quantity of any grade of Marine Fuels tobe delivered shall not exceed the quantity ofthat grade nominated pursuant to Clause 2.1above by more than 10% unless prior writtenconsent of the Contracting Company hasbeen obtained by the Buyer or its accredited

representative.9.10 If delivery is by barge or road vehicle the

Buyer shall notify the Contracting Companyupon making the nomination. The ContractingCompany undertakes to provide suchdelivery only within normal harbor limits. If theBuyer or its representative requests deliveryby barge or road vehicle after lapse of theterm of the contract such delivery shall besubject to the reasonable availability of thenecessary facilities and payment by theBuyer of any additional costs.


6/10

9.11 When the supply is by barge, the Buyerand/or the Master of the vessel to be suppliedshall previously check and ensure that thebarge has free access to the side of thevessel and that the vessel has all thenecessary means available to secure thebarge alongside.

9.12 With supplies by barge, the Buyer is obliged

to perform all the connections anddisconnections of the supply hoses to theintake points on the vessel, and to ensureand guarantee that the hose is dulyconnected/fastened to the manifold on thevessel before the bunkering operationcommences.

The Buyer shall also provide all thenecessary services for adequateperformance of the supply operation andguarantees that the vessel to be supplied hassufficient tank capacity and bears equipmentallowing the supply to be carried out with therequired speed. Barge supplies will not becarried out at a speed under 200 m3/h,except if previously accepted by theContracting Company.

9.13 The Buyer also guarantees that the vesselholds all the necessary certificates to complywith the regulations applicable to supplies ofmarine Fuels at the moment, location or portof supply and shall instruct the VesselsMaster so that:a) He fulfils the applicable legislation, that

is, most especially, the regulations ofthe port or place of supply.

b) He reports to the Contracting Companyin writing and prior to the supply on themaximum pumping capacity andpressure admitted by the vessel.He must also report on thecommunication procedures andemergency measures to be followed inthe event of a situation of risk or hazardarising during the bunker operation.

10. Safety and environmental requirements10.1 If in the course of any delivery under a

Commitment there is any escape or spillageof Marine Fuels:a. The Buyer shall promptly take, assist

and cooperate with the ContractingCompany in any necessary action toremedy or mitigate the consequences ofsuch an escape or spillage.If the Buyerfails to promptly take such action, theContracting Company may, at its option,take such measures it considers to benecessary or desirable in connection

with the removal of the spillage and themitigation of its effects by employing itsown resources or contracting with othersand shall be entitled to recover the costsincurred therewith from the Buyer.

b. The Buyer shall supply the ContractingCompany with all such documents andinformation concerning the same or anyprogram for the prevention thereof asare requested by the ContractingCompany or its representative deemsappropriate in order to detect the cause

of the escape or spillage of MarineFuels.

c. The Buyer shall permit the ContractingCompany or its representative to hearall persons, the Contracting Company orits representative deems appropriate inorder to detect the cause of the escapeor spillage of Marine Fuels.

d. All the expenses, damages, losses andpenalties arising from theleakage/spillage/escape/overflowcaused by the vessel supplied shallimmediately be paid by the Buyer and/orthe Vessel Owner Company accordingto the terms provided in the applicablelegislation on the matter. The Buyer andthe Vessel Owner Company (if differentcompanies) shall be joint and severallyliable in such a case.

e. The Buyer shall indemnify theContracting Company against allliability, costs and expenses (includingbut not limited to those incurred by theContracting Company in accordancewith this clause ) arising from any

escape or spillage of Marine Fuels.10.2 The Buyer shall ensure that its employees

comply fully with all health, safety andenvironmental requirements, obligations andrecommendations relating to the handlingand use of the Marine Fuels deliveredhereunder and shall impose upon all of itscustomers to whom the Marine Fuels are tobe supplied the same obligation to complyfully with the requirements, obligations.

10.3 The Contracting Company shall not beresponsible in any respect whatsoever forany loss, damage or injury resulting from anyhazards inherent in the nature of any MarineFuels.

10.4 The Buyer shall at all times comply with anyobligations, requirements orrecommendations contained in any law,statute, directive or regulation of any territory,state or jurisdiction in or through which theMarine Fuels may be delivered, sold,transported or used and all Government,state or local regulations at the port such as,but not limited to, those related to fire, orspillage or loss of Marine Fuels. Complianceby the Buyer with the recommendations inHSE Data shall not excuse the Buyer from itsobligations under this sub-section (c).

10.5 The Buyer shall indemnify and keepindemnified the Contracting Company againstany liability, claim or proceedings whatsoeverarising out of or in connection with any failureby the Buyer to comply with its obligations

under this Section 9.

11. DocumentsUpon completion of the delivery of Marine Fuels to avessel under a Commitment, the Master of the vesselor the Buyers accredited representative shall give theContracting Company a signed receipt therefore in aform required by the Contracting Company of which twocopies shall be retained by the Master or an accreditedrepresentative of the Buyer.


7/10

12. Risk and title of owner vessel12.1 The title of ownership of the Marine Fuels is

transferred to the Buyer upon full payment ofthe purchase price to the ContractingCompany.Except as may be otherwise agreed asregards deliveries at any particular Delivery

Port, delivery of Marine Fuels shall bedeemed to be complete and the risk shallpass from the Contracting Company to theBuyer as the Marine Fuels pass the flangeconnecting the delivery facilities provided bythe Contracting Company with the receivingfacilities provided by the Buyer, and in theevent of delivery to the Buyers nominatedbarge or coastal lighter, when the MarineFuels pass the final permanent hoseconnection of the Contracting Companysdelivery facility.

12.2 In the event of the Marine Fuels having beenmixed with other Fuels aboard the vesselbunkered, the Contracting Company will beentitled to the part of the mixed Fuels that isequivalent to the quantity and quality of the

Marine Fuels supplied. The ContractingCompany will be entitled to request the returnof the Fuels remaining on board, as foreseenin the laws in force.

12.3 The responsibility for connecting the deliveryfacilities provided by the ContractingCompany to the receiving facilities providedby the Buyer shall be in accordance with thecustom of the Delivery Port.

13. Termination13.1 Without prejudice to any other rights and

remedies, the Contracting Company may bynotice to the Buyer terminate anyCommitment with immediate effect if:a. the Buyer is in breach of any of its

obligations under any Commitment andfails to remedy such breach within 30days after written notice of the existenceof such breach;

b. there is a Change of Control of theBuyer;

c. the Buyer should go into liquidation,bankruptcy or suspension of payment orshould do or suffer any similar act orthing under any applicable law, such as(i) the making of a general assignmentfor the benefit of creditors by the Buyer;or (ii) the entering into of anyarrangement or composition withcreditors (other than for the purposes ofa solvent reconstruction or

amalgamation); or (iii) the institution bythe Buyer of proceedings seeking toadjudicate the Buyer as bankrupt orinsolvent, or seeking protection or relieffrom creditors, or seeking liquidation,winding up, or rearrangement,reorganization or adjustment of theBuyer or its debts (other than forpurposes of a solvent reconstruction oramalgamation), or seeking the entry ofan order for the appointment of anadministrator, a receiver, trustee or

other similar official for the Buyer or forall or a substantial part of the Buyersassets; or (iv) the institution of anyproceeding of the type described in (c)above against the Buyer; or

d. anything analogous to any of the eventsdescribed in paragraph (c) happens toor in relation to the Buyer in any

jurisdiction.13.2 Subject to section 13.3, a Change of Controlshall occur for the purposes of these termsand conditions where:a. a person acquires Control of the Buyer

where no person previously hadControl of the Buyer; or

b. the ultimate parent company of theBuyer ceases to have Control of theBuyer; or

c. a person acquires Control of theultimate parent company of the Buyer;or

d. a person who is not under the Control ofthe ultimate parent company of theBuyer acquires Control of the Buyer.

13.3 For the purposes of these terms and

conditions, Control means, in relation to anycompany, having legal and beneficial ownerof at least 50 per cent of the voting rightsattached to the issued share capital of thatcompany.

13.4 Upon termination of any Commitment allsums owed to the Contracting Company shallbecome immediately due and payableincreased with 15% collection charges with aminimum of USD. 1.000,00 and the actualamounts incurred with an extra-judicialsettlement or legal proceedings, including theactual amounts incurred with attorneys fees.

13.5 Without prejudice to any other rights orremedies, the Contracting Company maysuspend deliveries or vary the stipulatedmethod of payment with immediate effect ifthe Buyer is in breach of any of its obligationsunder any Commitment.

14. Restriction on Use14.1 Unless otherwise agreed upon the Buyer

undertakes that the Marine Fuels suppliedunder a Commitment will be used solely forthe bunkering requirements of the vessel towhich they are delivered.

14.2 The Buyer warrants that it may lawfullyreceive, sell, use and transport the MarineFuels and agrees to furnish the ContractingCompany any evidence required to provecompliance with such laws and regulationsand to file with the competent authorities

documentation evidencing such compliance ifrequired by such laws and regulations. TheContracting Companys liability in the event ofbreach of the foregoing warranty shall belimited to replacement of the Marine Fuelsdelivered by it and any costs directlyassociated with the removal thereof.

14.3 The Buyer shall indemnify the ContractingCompany against any and all claims, losses,costs (including the actual costs as betweenAttorney or Solicitor and Client), damages,liabilities, fines, penalties and expenses


8/10

attributable to actions, omissions or faults ofthe Buyer pertaining to usage of the MarineFuels contrary to the applicable laws, normsand regulations.

15. Force Majeure1. Under Force Majeure is understood among

other things causes of such as:a. War, hostilities, terrorism, blockades,insurrections, riots, civil uprising, strike,lockout, labour or employment litigation,epidemics, release of hazardous vaporsso far as such release could not havebeen prevented through reasonable duediligence of the affected party, fire,flooding, ice, extreme heat or cold,hazards of the sea, other eventualitiescaused by nature;

b. compliance, either voluntary orotherwise, with any request, order,directive requisition, or a necessity ofthe government, including prohibition toimport, export or on transit, or otherexecutive or legislative action by any

government in the country of origin, orwithin the territory to which it or its rawmaterials are to be supplied;

c. total or partial failure of the means ofsupply, problems in transport that affectthe Fuels that is to be supplied, or itsraw materials, accident or breakage tomachinery or equipment, failure inobtaining, or inability to obtain onreasonable terms, transportation,storage or manufacturing facilities,outage in the supply of energy, failure ofperformance by any other party withwhom either party hereto is contractedfor the purchase of the Marine Fuels tobe supplied or other causes orcircumstances that aggravate anyexisting difficulty at the time of theCommitment and that affect thepossibility of supplying the Marine Fuelsrequested.

2. Neither party shall be liable in damages orotherwise for any failure to fulfill its respectiveobligations under the Commitment, otherthan the payment of money, if fulfillment hasbeen delayed, hindered, interfered with,curtailed or prevented by Force Majeure asdescribed above:a. any circumstance whatsoever which is

not within the control of the ContractingCompany or its suppliers;

b. any curtailment, failure or cessation ofsupplies of Marine Fuels or the

petroleum from which such MarineFuels are derived or of any of theContracting Company or its Supplierssources of supply, (whether in factsources of supply for the Marine Fuelsto be delivered under the Commitmentor not);

c. compliance with any order, demand orrequest of any international, national,port, transportation, local, or otherauthority or agency or of any body or

person purporting to be or to act forsuch authority or agency;

d. any strike, lock-out or labor dispute(whether or not the ContractingCompany or its suppliers is a partythereto or would be able to influence orprocure the settlement thereof).

3. If an event of Force Majeure causes a

shortage of the Contracting Companyssupply of the quality and grade of MarineFuels sold hereunder at the designatedloading port the Contracting Company isunable to meet its requirements for its ownuse and for sales to other buyers, theContracting Company may allocate in goodfaith according to its discretion, but may notgive preference to its own requirements andthose of its affiliates.

4. Under no circumstances shall the ContractingCompany be obligated to acquire therequested Marine Fuels to replace supplieslost as a result of Force Majeure. Should theContracting Company acquire additionalMarine Fuels of the same grade and qualityafterward it shall not be required to allocate

these to the Buyer.5. The Contracting Company, shall inform the

Buyer without delay and will take allmeasures reasonably available to it toeliminate the cause of hindrance, or topalliate its effects on the Commitment, itbeing duly understood that it will fulfill itsobligations under the Commitment as soonas possible after elimination of that cause. Ifthe situation persists for more than thirty (30)days, the party not affected by the ForceMajeure may terminate the Commitment.No curtailment, suspension or acceptance ofdeliveries pursuant hereto shall operate toextend the term of any Commitment or toterminate any Commitment, unless suchcurtailment or suspension lasts for acontinuous period of thirty (30) days.

6. The Contracting Company reserves the rightto increase the price charged for any MarineFuels (whether the price was originallydetermined by reference to the ContractingCompanys prices or separately agreed inwriting) if there is any increase in the costsincurred or to be incurred by the ContractingCompany in making the relevant supply dueto factors which are beyond the control of theContracting Company. These factors includewithout limitation any increased taxes, duties,the making of any law, order, bye-law orother regulation, the occurrence of anycurrency fluctuation affecting the cost of anyimported items.

16. IndemnityThe Buyer will indemnify the Contracting Companyagainst any claims, losses, costs (including costs asbetween Attorney or Solicitor and Client), damages,liabilities, fines, penalties and expenses incurred orsustained arising out of or in connection with thedelivery of Marine Fuels under a Commitment to theextent that such claims, losses, costs, damages,liabilities and expenses arise through the gross


9/10

negligent act or gross omission of the ContractingCompany.

17. Liability17.1 To the extent permitted by Law, the

Contracting Company shall not be liable tothe Buyer for any loss or damage, including

loss of profit or any other consequential losswhatsoever arising from any causewhatsoever whether in contract, tort orotherwise including the negligence of theCompany, its servants, agents or sub-contractors.

17.2 The Contracting Company shall not have anyliability to the Buyer under or in connectionwith any Commitment for:a. loss of actual or anticipated profit;b. losses caused by business interruption;c. loss of goodwill or reputation; ord. any indirect, special or consequential

cost, expense, loss or damage, even ifsuch cost, expense, loss or damagewas reasonably foreseeable or mightreasonably have been contemplated by

the Contracting Company or theDelivering Company and whetherarising from breach of contract, tort,negligence, breach of statutory duty orotherwise.

17.3 The liability of the Contracting Company forany loss, damage, claim or other expenditurearising out of or in connection with the failureby the Contracting Company to perform itsobligations under this Agreement shall not begreater than and shall be limited to:a. the removal at a reasonable location to

be agreed between the ContractingCompany and Buyer of, and thereplacement by the ContractingCompany at a reasonable location to beagreed between the ContractingCompany and Buyer of, any Marine Fuelsupplied which is not in accordance withthis agreement or, with the ContractingCompanys agreement, the removal at areasonable location to be agreedbetween the Contracting Company andBuyer of, and reimbursement for thecost of, any Marine Fuel supplied whichis not in accordance with this agreementor; and

b. the reasonable repair costs of anycomponents that are physicallydamaged as a direct result of using anyfuel that is supplied by the ContractingCompany and is not in accordance withthis Agreement; and

c. those losses, damages, claims orexpenses arising from the death orpersonal injuries to any personcaused by Contracting Companysnegligence. Nothing in thisAgreement shall in any way limitthe Buyers obligation to mitigateany of its losses.

18. Compensation

Notwithstanding the foregoing, in the event that theCompany is found to be liable to the Customer, the totalamount payable by way of compensation other than inrespect of personal injury or death shall not exceed theprice charged to the Customer for Product suppliedunder this Agreement. It is a pre-condition to thepayment of any compensation by the Company that allsums standing due to the Company from the Customer

are first paid and settled.

19. New and Revised RegulationsIn the event that at any time and from time to timeduring the term of a Commitment any Regulations arerevised or new Regulations become effective whetherby law, decree or regulation or by response to theinsistence or request of any governmental or publicauthority or any person purporting to act therefore, andthe effect of such changed or new Regulations

a. is not covered by any other provision of theseterms and conditions; and

b. has a material adverse economic effect uponeither the Contracting Company or the Buyer,then the Contracting Company or the Buyer(as the case may be), shall have the option to

request renegotiations of the prices or otherpertinent terms provided for in these termsand conditions. Said option may be exercisedby the relevant party at any time after suchchanged or new Regulation is promulgated,by written notice of desire to renegotiate,such notice to contain the new prices orterms desired by that party. If the parties donot agree upon new prices or terms withinthirty (30) days after the relevant party hasgiven such notice, the relevant party shallhave the right to terminate any Commitmentat the end of the said thirty (30) day periodwithout liability. Any Marine Fuels lifted duringsuch thirty (30) day period shall be sold andpurchased at the price and on the termsapplying hereunder without any adjustment inrespect of the new or changed Regulationsconcerned.

20. Agen tsIf the Commitment is made by an agent acting for or onbehalf of the Buyer, whether such agency is disclosedor undisclosed then such agent shall be liable (as wellas the Buyer) not only as agent but also as principal forthe performance of all the obligations of the Buyer.

21. WaiverThe failure of either of the parties to enforce any of theprovisions of any Commitment at any time shall not beconstrued as a waiver of that provision unless

specifically so notified by that party in writing whichexpressly states it is a waiver. No waiver of any breachof a Commitment shall be held to be a waiver of anyother breach or a continuing waiver of any furtherbreach of a Commitment.

22. Notices22.1 Notices to be given under the Commitment or

hereunder shall be addressed to theaddresses specified from time to time by theparty to whom the notice is addressed.


10/10

22.2 Where a Commitment is made by an agentacting for the Buyer then notice may be giveneither to the agent or to the Buyer at theoption of the party giving the notice.

22.3 Notices shall be given by actual or byregistered or ordinary post, telex, fax ortelegram and are deemed to have been givenon the day on which such communications

ought to have been delivered in due courseof postal, fax, telegram or emailcommunication. If sent by post they shall bedeemed to have been received in due courseof post.

23. SeverabilityThe validity of the provisions of a Commitment shall notbe affected if any particular provision or provisions of aCommitment is or are declared illegal, unenforceable,or contrary to law or public policy. If as a result of aspecified declaration any of the rights or obligations of aparty are materially affected, then the parties shall meetand negotiate in good faith in order to arrive at anamendment of the provision(s) of a Commitment soaffected, in such manner as will most closely and

accurately reflect the intents and purposes of aCommitment.24. Succession24.1 Any Commitment shall inure to the benefit of

and be binding upon the parties and theirrespective successors and assigns. TheBuyer shall not assign all or any part of thebenefit of, or any rights or benefits under, anyCommitment without the prior written consentof the Contracting Company, which consentshall not be unnecessarily or unreasonablywithheld or denied.

24.2 The Contracting Company may at any timeassign all or any part of the benefit of, or itsrights or benefits under, any Commitment.

The Contracting Company may at any timesub-contract or enter into any arrangementwhereby another person is to perform any orall of its obligations under any Commitment.

25. Good Faith and Good PracticeThe Customer shall, in addition to observingand complying with the terms of theAgreement, abide by generally acceptedgood operating practices.

26. Amendments and VariationsThese terms and conditions may not be amended ormodified orally and no amendment or modification shallbe effective unless it is in writing and signed byauthorized representatives of each of the Contracting

Company and the Buyer.

27. Governing law and JurisdictionThe provisions hereof shall be governed by the law ofthe Netherlands Antilles and the parties shall submitexclusively to the Court of First Instance of theNetherlands Antilles Place of Session Curacao.

These General Conditions have been filed with theRegistry of the Court of First Instance of theNetherlands Antilles in Curaao on J une 2, 2008.