1. Definitions

“Buyer” means the party and/or parties contracting to buy and/or take delivery of Products and/or Services, including its servants, agents, brokers, guarantors, designated representatives, subsidiaries or affiliates wherever applicable and further including the Vessel, her Master, her Chief Engineer, her Owners, Disponent Owners and their servants, representatives, agents, brokers and manager, all jointly and severally liable.

“Conditions” means present Seller’s General Terms and Conditions of Sale and Delivery applicable to all/any Products’ delivery(-ies) and/or Services’ provision and constituting an integral part of all/any Contract(s) made by the Seller for the Products’, Services’ delivery/provision.

“Confirmation” (also referred to as “Confirmation Notice”, “Bunker Confirmation Letter” or “Order Confirmation”) means any written recap, email or similar document issued by Seller setting out the commercial and operational terms of a particular supply of Products and/or Services. The Confirmation forms an integral part of the Contract; its provisions prevail over any other terms, negotiations or prior communications (including Buyer’s Nomination). The Confirmation shall be binding and fully enforceable against the Buyer, the Vessel, her owners, charterers, managers and operators whether or not it is signed, stamped or otherwise acknowledged by Buyer, and acceptance is deemed upon the Buyer’s continued instructions or receipt of the Products.

“Contract” means an agreement between Seller and Buyer, that consists of and includes these Conditions, Confirmation and any/all other additional terms and conditions the Seller and Buyer may have expressly agreed upon.

“Day” means a calendar day, unless otherwise is explicitly stated.

“End User” means the party who ultimately purchases, uses, receives or consumes the Products.

“Fuels” means any petroleum-based product currently offered, delivered and/or to be delivered by the Seller.

“Intermediary” means trading companies, entities or persons that enter into an agreement with the Seller as Buyer of the Products for the purpose of reselling the Products to an End User or to another Intermediary or party.

“Lubricants” means any lubricant product currently offered, delivered and/or to be delivered by the Seller.

“Payment Interference” means confiscation, freezing, detainment, arrest, stoppage, blocking of funds or any other interference exercised by banks, courts, public authorities or otherwise (and whether or not such interference is justified).

“Physical Supplier” means a third party appointed by the Seller to deliver the Products to the Vessel.

“Products” means Seller’s commercial grades as currently offered by Seller for similar use at the time and place of delivery, including but not limited to Fuels and Lubricants.

“Seller” means “Global Bunkering” company as it is stated in the Confirmation, including its servants, agents, brokers, designated representatives, subsidiaries or affiliates wherever applicable.

“Services” means agency services or similar attendance to Buyer’s needs.

“Vessel” means any vessel, ship, craft or offshore unit nominated by Buyer to which the Products and/or Services to be delivered/provided.

2. Scope of Terms and Acceptance of the Conditions

2.1 These Conditions shall apply to any and all supplies of Products made by the Seller and constitute an integral part of any offers, quotations, orders, agreements, services, Order Confirmations and/or Contracts setting out the legal terms of the Seller’s supply of Products, and shall apply thereto whether or not express reference to the Conditions is made in the Order Confirmation. These Conditions are made known to any Buyer on the Seller’s website and is sent in pdf-copy via email to the Buyer. Subject to clause 2.2 below, these Conditions and the Order Confirmation embody all the terms and conditions applicable to the Contract and supersede and cancel in all respects any previous conditions by the Seller.

2.2 The Seller shall not be bound by, and the Buyer may not rely on, any statement, representation or warranty, collateral or other piece of communication to the extent that would amount to a deviation from these Conditions, unless and always provided (i) the Seller confirms in writing which part of these Conditions the Parties have agreed to deviate from, (ii) the Seller states explicitly that the agreement to deviate is made in pursuance of this clause 2.2, and (iii) a senior officer or member of management of the Seller (who cannot be a bunker trader), or the Seller’s legal desk, confirms and authorizes the agreement to deviate in writing.

2.3 Any variance or invalidity of any part(s) of these Conditions shall not prejudice or limit in any way the validity of the remaining Conditions of any Contract made between the Seller and the Buyer. If any provision of the Contract is held to be invalid, void or unenforceable that will not affect the validity, legality or enforceability of any other provision of the Conditions or any other rights of the Seller under the Contract.

2.4 Failure by either party at any time to enforce any of these Conditions shall not be considered as a waiver by such party of such provisions or in any way affect the validity of these Conditions.

2.5 Together with the Order Confirmation, these Conditions constitute the whole agreement made between the Seller and the Buyer, and the Buyer may not rely on any precontractual or post-contractual statement, representation or warranty, collateral or other piece of communication to the extent that prejudices the Seller’s rights under these Conditions. No variation of these Conditions shall be binding on the Seller unless confirmed in writing by the Seller pursuant to clause 2.2.

2.6 All orders of the Products are deemed to have been made under instruction from the Master of the Vessel acting as an agent of the Owner. The Owners accepts that the Master (or any other officer or representative of the Vessel), by signing and/or stamping the bunker delivery note(s) or other similar document, shall be deemed to have full authority on behalf of the Vessel and her Owners to take delivery of the Products and to accept these Conditions on behalf of the Owner. The Owner acknowledges and accepts that the Products are supplied for account of the Owner by the Vessel taking delivery of the Products. The Buyer (if different from the Owner) warrants that these Conditions are always communicated to the Owner, that the Buyer is authorized as agent to order the Products for the Vessel for and on behalf of the Owner and that the Seller has a lien on the Vessel for any Products supplied under the Contract in accordance with the applicable law.

2.7 The Seller will, from time to time, sell the Products to the Buyer via a broker. A broker does not contract as principal but merely as an agent of the Buyer. Only the Buyer shall be bound as party to the Contract. The Broker shall always forward all communication to the Buyer, including forwarding the Seller’s Order Confirmation with a copy of these Conditions.

2.8 The Buyer shall not be excused from liability by relying on ex-contractual statements (e.g. in correspondence) saying that it transacts as agent only.

2.9 The Seller reserves the right to include, at its discretion, any additional or substitute terms and conditions. Such terms shall become part of the Contract and prevail over any inconsistent provision herein without further act or signature.

3. Formation of Contract, Offers and Cancellations

3.1 Seller’s offers and estimates of costs are to be understood as being conditional and subject to availability and alteration and shall include only such services as are expressly specified.

3.2 The Contract is deemed concluded and binding the moment Seller issues a Confirmation. Buyer’s silence, continued instructions, nomination of a receiving vessel, or acceptance of the Products or Services constitutes conclusive acceptance. This provision applies equally to any subsequent addition or alteration recorded in an amended Confirmation.

3.3 Unless the Contract expressly provides otherwise, all data, analyses, specifications, catalogues and similar material supplied or made available to Buyer represent approximate trade-customary values and shall not constitute warranties or undertakings. Seller may revise such particulars, documents or the Products themselves, provided the revision does not materially impair the Products’ ordinary and customary use in the bunker trade; a change is not “material” if the revised quality remains suitable for such ordinary use.

3.4 Any reference to commercial terms (e.g. FOB, CFR) shall bear the meaning assigned to that term in the most recent edition of Incoterms® published by the International Chamber of Commerce.

3.5 For imported Products the Contract is concluded subject to Seller being granted all licences, permits or clearances required for lawful export or import. Buyer shall indemnify and hold Seller harmless from all expenses, fines, penalties, storage, delay or other costs arising out of the obtaining, late obtaining or refusal of such licences or permits, without prejudice to Clause 4.1.

3.6 In the event of cancellation by Buyer for any reason, Seller is entitled to recover from Buyer all direct costs and expenses incurred as a consequence of such cancellation. Additionally, Seller is entitled to a cancellation fee of USD 10 per metric ton of the cancelled quantity, but not less than USD 5,000 per cancelled order.

4. Prices, Surcharges and Price-Validity

4.1 Unless expressly agreed otherwise, all prices are stated in United States dollars (USD) on an ex-wharf basis and represent the purchase price of the Products only. Buyer shall, in addition, bear all other expenses and charges, including but not limited to: barging, launch or truck fees; overtime, waiting-time and demurrage; wharfage, dockage, pilotage, mooring and port/harbour dues; customs charges, duties, imposts, VAT or GST (whether payable by Seller or Buyer under applicable law); carbon-levies, EU ETS or similar emissions-costs; and any fines, penalties or fees imposed by governments, port authorities or service-providers; . Where the price is quoted “Delivered”, it includes transportation to the Vessel but excludes all other items listed above. The Buyer shall always pay any Additional Expenses promptly upon receiving the Seller’s invoice even if the Additional Expenses are not recorded in the Order Confirmation. Additional Expenses which arise pursuant to local law and/or local custom at the place of supply and are invoiced by the Physical Supplier to the Seller and paid by the Seller to the Physical Supplier shall be presumed validly imposed by the Physical Supplier in accordance with local law and/or local custom. The Buyer may discharge this presumption and bears the burden of proof in arbitration.

4.2 Seller’s Confirmation records the ETA advised by Buyer at nomination. Unless the parties agree a wider window, Buyer must cause the Vessel to commence taking delivery within a three-day period, beginning with the earliest ETA. The quoted price is valid only for deliveries that start within this window.

4.3 If Buyer (i) requests or causes delivery to start outside the window in Clause 4.2, or (ii) changes the ETA, quantity, grade, port or method of delivery, Seller may amend the price to the then-applicable market price plus any additional costs arising from the change. This right is without prejudice to any other remedy Seller may have for Buyer’s failure to meet the original delivery window.

4.4 In addition to Clause 4.3, Seller may at any time pass on to Buyer unforeseen or increased costs incurred after the Confirmation date, including (without limitation) new or higher taxes, duties, carbon-or bio-fuel mandates, port fees, or supplier surcharges.

5. Quality and Sampling

5.1 Unless otherwise specified in the Contract, Products shall be of the quality generally offered by Seller to its customers at the time and place of the delivery. All statutory or implied warranties or conditions or obligations—including, without limitation, those of merchantability and fitness for purpose—are hereby excluded to the fullest extent permitted by law. Buyer, having greater knowledge than Seller of his own requirements, assumes sole responsibility for selecting and accepting the appropriate grade(s).

5.2 Buyer shall ensure the Products are received into clean, segregated tanks and remain separated from any other fuel or substance on board. All consequences of commingling or contamination after the Products pass the Vessel’s flange—including off-spec fuel, engine damage, loss of use, disposal costs or third-party claims—shall be borne solely by Buyer and/or the Vessel. Buyer shall indemnify and hold Seller harmless against any loss, damage, liability or expense arising therefrom.

5.3 The following clauses shall exclusively govern the taking of samples and the analysis (testing) of such samples:

A. During delivery, The Seller (typically through the Physical Supplier) shall arrange for a primary sample of each grade to be drawn continuously throughout the bunker delivery period at a

point as close as possible to the bunker barges/the delivery facility’s manifold and in accordance with the rules and procedures of IMO resolution MEPC.182(59) (2009 guidelines for the sampling of fuel oil for determination of compliance with the revised MARPOL Annex VI) or any subsequent amendments thereto. The primary sample must be thoroughly mixed and divided into at least four (4) identical samples.

B. If drip sampling is not available onboard the bunker barge/delivery facility, samples shall be taken as a composite of each tank from which supplies are made onboard the barge/delivery facility divided with 1/3 from each the top, mid and bottom of the tanks. For guidance, this clause does not allow the Buyer to draw tank samples from the Vessel’s tanks, which are not seen as representative of the Products supplied.

C. Two (2) samples shall be retained by the Seller and/or the Physical Supplier. The other two (2) samples shall be retained by the Vessel, one of which shall be dedicated as the MARPOL sample in accordance with the relevant rules and regulations in force at the time of supply.

D. The four (4) samples drawn and retained pursuant to this clause shall be conclusive and final evidence of the quality of the Products delivered to and received by the Vessel and any additional sample(s) that the Buyer may draw are not representative of the quality of the Products and can only be used for the Buyer’s own purposes, which are irrelevant to the Seller.

E. Sampling shall be witnessed by both the Buyer and the Seller, or their representatives. Failure of the Buyer to attend the sampling process shall not prejudice the validity of the samples.

F. The samples must each be sealed with a security seal and provided with a label containing information on the name of the Vessel and the bunker barge/delivery facility, a specification of the Products delivered, the date of delivery, place of delivery and seal number. The seal numbers for the samples taken must be stated in the bunker delivery note. The Buyer and the Seller each declare by their, or their representatives’, signature to the bunker delivery note that the samples have been validly taken in conformity with the requirements set out in these Conditions.

G. In the event of a dispute regarding the quality of the Products delivered, no other samples than the samples drawn pursuant to this clause, and which are kept by the Seller and/or the Physical Supplier, may be tested, unless the parties have specifically agreed otherwise. One of these samples shall be forwarded to an independent laboratory that analyses the content of the sample and performs a set of tests based on a testing protocol agreed by the parties, or, in the event of disagreement, the Seller’s testing protocol. In order to avoid uncertainty of evidence, the analysis undertaken by the laboratory shall only test for compliance with the parameters specified in corresponding ISO 8217, Table 1 and 2. THESE TEST RESULTS WILL BE FINAL AND BINDING UPON THE PARTIES WITH RESPECT TO THE PARAMETERS ANALYSED. It is emphasized that in case the Buyer unilaterally draws samples or conducts testing, any such samples and/or test results cannot validly be used as evidence; see also sub-clause K below.

H. The parties are to use best endeavors to agree on the independent laboratory to perform the tests. If the parties have not agreed on the choice of laboratory within 7 calendar days, the Seller is entitled to send the sample as mentioned in sub-clause G to a reputable and independent laboratory of its choice to carry out such tests as are mentioned in the Seller’s testing protocol. THESE TEST RESULTS WILL BE FINAL AND BINDING UPON THE PARTIES WITH RESPECT TO THE PARAMETERS ANALYSED as set out above.

I. The samples’ seal may be breached without the Seller being present, unless the Seller demands to be present or represented during seal breaking and testing. The Buyer or its surveyor are entitled be present, but the laboratory may proceed with seal breaking and testing if the Buyer has been notified of the place and time for the testing. The seal may also be breached without both parties being present if the Seller – in cases where the parties have not been able to agree on the choice of laboratory and/or the testing protocol (as mentioned above) – sends the sample to an independent laboratory for testing in accordance with the clauses above. Both parties shall have the right to appoint independent surveyor(s) to witness the seal breaking and testing.

J. If the seal on a sample is broken, the sample in any other way has been tampered with, or if attempted tampering is obvious, any such sample shall have no evidentiary value.

K. Samples and tests which are not drawn/conducted in accordance with the procedure described above CANNOT BE USED AS EVIDENCE for the quality of the Products. The Buyer’s own test results are not admissible evidence in arbitration. The fact that any samples tested unilaterally by the Buyer may bear the signature of personnel on board the bunker barge/delivery facility shall have no legal significance since such personnel has no authority from the Seller to deviate from these Conditions. The purpose of this clause is to ensure that an alleged claim for deficient Products is settled under simple and predictable guidelines and to avoid the taking of conflicting evidence.

5.4 The conformity of the Products shall be determined in accordance with ISO 4259 and as provided for in corresponding ISO 8217. To the extent that the components/parameters detected during testing are within the allowed tolerances in respect of reproducibility or repeatability as set out in ISO 4259 the Products shall be deemed to be on-specification and conforming to the Contract.

5.5 The ISO-standard for marine fuels provides for certain characteristics for Distillate marine fuels (Table 1) and Residual marine fuels (Table 2) (the “Characteristics”). The Products may be tested only for compliance with these Characteristics. As provided for in Annex B of ISO 8217, identifying and determining a concentration of a material that causes the fuel to be unacceptable for use is difficult, and it is not practical to conduct a detailed chemical analysis beyond testing the Products for compliance with the Characteristics. Some ship owners routinely include detailed chemical analysis (such as FTR and GC-MS test methods) in fuel testing programs. The Buyer accepts that such test methods are speculative and do not aid in evidencing compliance with the Characteristics. The Buyer may not rely on such testing and shall follow the agreed procedure for testing set out in clause 5.3 above.

5.6 The Buyer and the End User shall mitigate their losses and minimize the consequences of the Vessel receiving defective Products, e.g. by using additives, diluting the oil and/or heating the oil, or otherwise treating the oil as to ensure that the oil may be used for the propulsion of the Vessel. The Buyer and the End User are at all times required to treat and handle the Products according to current standards, including the standards set out in ISO 8217, Clause 1 Scope (“conventional onboard treatment (settling, centrifugation, filtration) before use”). The Buyer shall inform the Seller before any mitigating measures are performed. The Buyer shall never be entitled to remove (debunker) the Products from the Vessel unless preapproved in writing by the Seller and always provided that the Seller’s and the Physical Supplier’s instructions are strictly adhered to. The Buyer is obliged to mitigate losses as much as is reasonably possible and work to obtain best possible prices for the Products. The Seller may assist in obtaining prices from other suppliers who are willing to purchase the Products. The Products cannot be removed and sold at a price below what is acceptable to the Seller. All costs and expenses related to debunkering, storage, etc., shall always be borne by the Buyer.

6. Quantity

6.1 All quantities referred to in the Contract are understood to be approximate with a tolerance of 10 per cent more or less at Seller’s option, however the Seller’s obligation to supply such quantities shall be subject to availability thereof from the Seller’s source of supply at the time and place of requested delivery. If the actual quantity delivered deviates from the agreed quantity by more than 10 per cent, Seller shall not be held responsible for any additional costs, claims, or damages arising from such deviation.

6.2 The quantity of the Products delivered shall be determined solely from the information on quantity inserted into the bunker delivery note, or, if the bunker delivery note has not been signed, Mass Flow Meters (if available at the place of supply), the official gauge/sounding of the delivering barge, road wagon, or rail tank car, delivery note for drum deliveries, or by gauging in the Seller’s shore tank or by the Seller’s oil meter or mass flow meter, at the Seller’s election. The Buyer is entitled to be present or represented by a properly accredited agent or surveyor when quantity measurements are taken. If the Buyer is not present or represented, the Seller’s determination of quantities shall be FINAL AND BINDING ON THE PARTIES. QUANTITIES CALCULATED FROM THE VESSEL’S OWN SOUNDINGS SHALL NOT BE CONSIDERED.

6.3 Quantity claims – notification and time-barring. Unless the Buyer or the Master of the Vessel IMMEDIATELY UPON DELIVERY AND PRIOR TO THE SIGNING OF THE BUNKER DELIVERY NOTE claims a quantity deficiency in the delivered Products, any quantity claim SHALL BE EXTINGUISHED AS NON-EXISTENT, BE DEEMED TO HAVE BEEN WAIVED AND SHALL BE ABSOLUTELY BARRED FOR ALL PURPOSES. The date of delivery is set out in the bunker delivery note.

7. Delivery, Risk and Vessel Responsibilities

7.1 Vessel shall be supplied as promptly as circumstances permit. Any supply date within the Contract is not guaranteed, and time shall not be of the essence in respect thereof. Seller shall not be liable for demurrage or for any losses due to congestion at Seller’s storage or delivery facilities or due to any prior commitment of available transportation.

7.2 If Seller should at any time, for any reason, believe there may be such a shortage of Products at any port that it may be unable to meet the demands of all its Buyers, Seller may allocate its available and anticipated supply among its Buyers in such a manner as it may in its sole discretion determine.

7.3 If Buyer causes delays to Seller’s delivery facilities in the receiving of Products, Buyer shall be liable to reimburse Seller for any and all costs incurred at the minimum rate of 0,1% of the agreed Product(s) cost per day of delay on a hourly pro-rata basis or any higher amount if Seller’s loss and costs exceeds such minimum delay reimbursement rate.

7.4 Seller is not obliged to deliver Products into any Vessel’s tanks which are not normally used for the contracted Products or which, in Seller’s sole opinion, pose a safety risk or are otherwise unsuitable for the Products.

7.5 If any government or local port license or permit is required for deliveries hereunder, each party must comply as applicable. If Buyer fails to secure any required permit or clearance, Seller may suspend or cancel the delivery and recover all resulting costs, fees, penalties and expenses from Buyer.

7.6 Delivery shall be made either from a shore terminal or by barge or by any other accredited methods of delivery, where such deliveries are available from time to time. In case of more than one method of delivery being available, Seller shall at its sole discretion select one.

7.7 Buyer shall provide free of cost a clear safe berth, position or anchorage alongside the vessel receiving lines. Seller shall be under no obligation to make deliveries when in its sole opinion a clear and safe berth, position or anchorage is not available. Buyer shall indemnify Seller against all claims and expenses for any loss, damage, demurrage or delay caused to Seller’s delivery equipment, irrespective of whether the circumstance causing the loss, damage, demurrage or delay was within the control of Buyer or his local representative.

7.8 Buyer shall make all connections and disconnections between pipelines or delivery hoses and Vessel’s intake lines and shall render all other necessary assistance and provide adequate tank capacity, pumping rate, manpower and equipment to receive the Products promptly. Buyer shall be solely responsible for any losses, damages, or additional costs resulting from improper connections or disconnections or insufficient tank capacity, equipment, manpower or pumping rate.

7.9 Delivery shall be completed and risk transferred as the Products passes the flange connecting the pipelines or delivery hoses with the intake lines of the Vessel at which point Seller’s responsibility shall cease. Products supplied by other methods shall be considered to be delivered when passing the Vessel’s rail. Buyer shall assume all risks including but not limited to loss, damage, deterioration, depreciation, evaporation, shrinkage as to the Products so delivered.

7.10 Upon completion of the delivery to the Vessel, the Master, or other authorized representative of Buyer shall confirm the delivery by signing a bunker delivery note, provided by Seller or his contractor at that time. Seller shall not be deemed to have any constructive knowledge of the authority or lack of authority of any purported local representative of Buyer and shall be under no duty to verify authority of such purported representative. The acceptance of the aforesaid signed bunker delivery note in good faith by Seller shall bind Buyer.

7.11 If Buyer fails to take delivery of the Products or any part thereof within a reasonable time from the agreed supply time, Seller shall be entitled at Buyer’s risk and expense, either to transport the Products back to storage or to sell in a downgraded form at a market price without prejudice to Seller’s other rights under this Contract for damages and losses to be fully covered by Buyer. The Seller shall also be entitled to charge a minimum cancellation fee of USD 10 per metric ton of the originally scheduled quantity, which fee shall be payable in addition to the Seller’s damages and losses. Seller shall at its sole discretion determine what constitutes a reasonable time to terminate the delivery.

7.12 Delivery shall be made during normal working hours. Unless otherwise agreed deliveries outside normal working hours shall be subject to additional costs which shall be borne by Buyer.

7.13 Products and Services delivered under a Contract shall be made to the account of Buyer, including but not limited to on the account of the receiving Vessel and her Owners. Buyer warrants that Seller has the right to assert and enforce a lien against the receiving Vessel for the amount of the Products and Services provided, plus without limitation, any interest, losses and costs, including those related to enforcement of the lien. In addition, Buyer agrees to indemnify Seller against any third-party claims or expenses arising from the exercise of such lien. No disclaimer stamp of any type of form will be accepted on the delivery receipt, nor, should any stamp is applied will it alter, change or waive the Seller’s maritime lien against the vessel, or waive the vessel’s ultimate responsibility for the debt incurred through this transaction.

8. Claims

8.1 Any claims made by Buyer regarding shortages in quantity must be made in writing to Seller at the time and place of delivery and discussed until signing of the delivery receipt only. The quantity mentioned in the delivery receipt, signed and stamped by the Seller’s representative and the Buyer’s representative to be final and binding for both parties. Seller has the option to keep its barge (vessel), hoses and other delivery equipment connected to the Vessel at Buyer’s expense until a quantity dispute has been resolved to Seller’s satisfaction.

8.2 Any claims made by Buyer with regard to quality must be made in writing to Seller immediately upon detection of the alleged defect, and in any event no later than within 14 (fourteen) calendar days from the Products’ delivery. The notice must identify the Vessel, delivery date, BDN number, seal numbers of the contractual samples, the nature of the complaint and all supporting data. If, in respect of a particular supply, the physical supplier imposes a shorter notification or time-bar period, the shorter period shall automatically govern and bind the Buyer. Should Buyer fail to submit his claim within the deadline, Buyer is deemed to have conclusively waved all/any rights to claim and/or arbitrate and/or litigate it under the Contract.

8.3 Buyer shall take all reasonable steps to mitigate any loss or damage. This includes, but is not limited to, taking sufficient efforts to prevent worsening impacts on machinery or equipment from further use of the fuel, or/and completely refraining from using the fuel if such use may exacerbate damage, unless the Seller instructs otherwise in writing. The Buyer shall promptly notify the Seller of any issues and cooperate fully in the Seller’s investigation, providing all necessary information, samples, and access to relevant equipment or vessels.

8.4 Quality shall be determined solely by testing one of the sealed “barge/composite” samples whose seal number is stated on the BDN, retained in accordance with Clause 5. The parties shall, within fourteen (14) days of Seller receiving the quality-claim notice, agree on an ISO-17025-accredited independent laboratory and on which retained sample to analyse. The laboratory’s analysis shall be final, binding and conclusive as to conformity with the Contract specification.

8.5 If, after 21 days from the date when Seller received the quality claim notice, no agreement has been reached on a laboratory and/or particular quality parameter and/or a sample number, Seller reserves the right to have one of its retained samples independently analyzed and the results of the analysis so undertaken to be conclusive and binding upon both parties. The cost of any analysis shall be borne by Buyer, unless the complaint as to the quality is shown to be justified. In such case, the cost of the analysis shall be shared equally between the parties.

8.6 Any other claim apart from the claims for quantity and/ or quality reasons must be made in writing to Seller immediately upon occurrence of the claim, and in any event within fourteen (14) calendar days of the event giving rise to the claim. If, in respect of a particular supply, the physical supplier imposes a shorter notification or time-bar period, the shorter period shall automatically govern and bind the Buyer. Should Buyer fail to submit his claim within the deadline, Buyer is deemed to have conclusively waved all/any rights to claim and/or arbitrate and/or litigate it under the Contract.

8.7 The Global Bunkering group of companies is committed to acting diligently and professionally in the event of a complaint, claim or dispute pertaining to the Products supplied. Buyers and Physical Suppliers shall always adopt the same approach and full co-operation must be afforded between the parties in the supply chain to mitigate issues and solve or deal with claims & disputes amicably. This means but is not limited to answering any reasonable questions relevant to the issue accurately, in good faith and in a timely manner. Any parties shall always respect each other’s points and positions even if not agreed with while working to resolve any claim or dispute. Notwithstanding this there is also a contractual duty on all parties to stay compliant with the contractual terms in force for the transaction in question alongside any standard, custom or other accepted industry practices.

In case of claims related to the quality or quantity of the Products supplied, the Buyer shall always provide answers to these questions:

1) If Quality

a) Have you had the fuel tested?

b) Have you started burning the fuel? If so, how much has been burnt and what problems are you presently encountering?

c) When did the fuel in question first start to get consumed and when did the current issues become known?

d) Have you got a retained, signed, and sealed sample(s) of the fuel in question? If so by whom was this taken and can you please provide sample number(s)

e) Has the fuel been mixed with previous fuel on board, even in the slightest way?

f) Has any additive been added in the storage/settling/service tank(s) or during treatment of the product in the system?

g) What is/was the temperature of the product during transfer from storage and settling-tank?

h) What is/was the temperature of the product during the separation process?

i) What is/was the temperature of the product during storage in the settling-tank?

j) What is/was the temperature of the product during transfer from settling to service-tank?

k) What is/was the temperature of the product during consumption of the product?

l) Have/has there been any filter clogging and/or related problems?

m) Did any excessive sludge formation or deposits occur during the separation process?

n) Did any excessive sludge formation or deposits occur during the separation process?

o) What was the delivered quantity of fuel as per the BDR, and what is the remaining quantity?

p) Has the vessel been experiencing any problems related to fuel of any kind in the last 3 months? If so, please advise.

2) If Quantity

a) What was the quantity stated on the BDR?

b) What is the alleged received quantity and therefore discrepancy in question?

c) Have your personnel on board the Vessel signed for the quantity stated on the BDR? If so, has any comment been made as to the alleged discrepancy or any letter of protest been issued at the time of delivery?

d) What makes you believe that any short supply has occurred? What evidence do you have to sustain such allegation?

Depending on the responses to these questions and the status of the claim, further questions might be asked, especially in a quality scenario, again such as but not limited to:

3) Fuel History

a) Please provide details of last 3 fuel deliveries including copies of BDRs.

b) Please provide ullage reports immediately prior to and after bunkering, listing all grades of fuel onboard including their location by tank number.

c) Please provide copies of engine room logbooks showing entries made for up to a week immediately prior to delivering the fuel in question and during the delivery of the fuel in question.

d) Which tanks were used to receive the fuels in question?

e) Was the fuel mixed with fuel already on board?

If yes:

a. Please advise quantities of existing fuel in each tank prior to receipt of new fuel.

b. Was an onboard compatibility test performed? If yes, please provide results.

f) Please provide details of all fuel tanks onboard including service and settling tanks including their capacities.

4) Reported Problems

a) Please provide specific time, date, and location of the vessel when the problems were first encountered. Please also provide details of when the problems were first reported to your technical department.

b) Please provide all logbook entries of any kind relating to the fuel in question and / or the problems encountered by the vessel.

5) Fuel Treatment

a) Please provide details of all separators on board, including type (conventional / high density), make and model

b) Please indicate if the vessel is using a homogenizer. If yes, please indicate if this is before or after separators.

c) Were any fuel treatments or additives used, including biocides? If so, please provide details and copies of corresponding log book entries and dosage rate and injection location and whether it is added before or after purifier.

d) Can the vessel discharge fuel products from the various fuel tanks? If so at what rate per hour?

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Once the answers have been received with sufficient detail the Seller will provide a full response, where necessary after consultation with the other third parties and after seeking appropriate advice (such as chemists, independent laboratories or other experts on fuel quality)

Next steps in terms of finding a solution will be communicated by the Seller to the customer and the supplier for their review and consideration.

Mutually agreed next steps will then be executed with full co-operation of the parties, including any agreed testing.

If a mutually acceptable way forward cannot be found, the terms of the contract in force are referred to for the formal and contractually binding dispute resolution process to be effected.

The Seller does not waive any right under these Conditions by engaging in a process for amicably trying to solve a claim, including by following the claims process described above in cooperation with the Buyer. Even if the Seller has not in terms reserved its rights under these Conditions, the Buyer accepts that the Seller retains the right to defend a claim inter alia by asserting contractual time bars, or any other contractual right or defence.

8.8 Failure by Buyer to comply strictly with Clauses 8.1 through 8.7, or to provide requested documentation and cooperation, shall constitute an irrevocable waiver of the relevant claim; Buyer shall thereafter be barred from any remedy, set-off, arbitration or litigation in respect of that claim.

8.8 Any claim against the Seller arising out of the Contract shall be deemed waived and time barred if the Buyer fails to commence arbitration proceedings in accordance with Clause 22 (Governing Law & Jurisdiction) for such claim within six (6) calendar Months after the date of delivery of the Products or, in claims related to non-delivery, within six (6) calendar Months after the Confirmation date.

8.9 The Buyer acknowledges and agrees that full, punctual payment of every sum due under the Contract is an absolute condition-precedent to the pursuit of any claim, counter-claim, set-off or defence of whatever nature. If the Buyer (or the Vessel) has not paid the Seller in full when due, every claim that the Buyer might otherwise have had—whether sounding in contract, tort, statute or any other theory—is irrevocably waived, and the Buyer shall be permanently barred from commencing or continuing any arbitration, litigation or other proceeding in respect of it.

9. Payment, Credit & Allocation

9.1 Buyer shall remit the full invoiced amount, in the currency and to the bank account designated by Seller, no later than the due date stated in the Confirmation. Seller shall be entitled absolutely to the payment in full without any discount, reduction or set off (whether legal or equitable) which shall be made to Seller’s bank account. Should the due date for payment fall on Saturday, Sunday or public Holiday, then payment should be received at the Seller’s account on a previous working day. All risks of currency exchange fluctuations, conversion losses, bank charges and related financial costs in respect of any payment under the Contract shall be borne solely by the Buyer.

9.2 When paying, Buyer shall not be entitled without Seller’s consent in writing, to offset any amounts for claims against Seller, whether or not these claims are related to the Products in payment reference, and whether or not they arise out of the Contract.

9.3 Unless otherwise agreed, payment shall be made by irrevocable bank transfer. Delivery documents shall be provided to Buyer, wherever possible, however payment shall not be conditional upon receipt of such documents, unless specifically agreed at the time of concluding the Contract.

9.4 Overdue payments shall bear interest at 2,5 % per one (1) calendar month period, compounded monthly, or, if lower, the maximum rate permitted under applicable law, running from the due date until Seller has received cleared funds. The Seller is also entitled to charge a delayed payment administration fee of USD 5.00 per metric ton supplied with a minimum administration fee of USD 3,000.00.

9.5 Should Products and/or Services be ordered by a broker or agent than such broker or agent as well as Buyer shall be bound and be jointly and severally liable for all obligations as fully and as completely as if it were itself a Buyer whether such principal be disclosed or undisclosed and whether or not such broker or agent purports to contract as brokers or agents only, but in all such cases the said broker or agent shall not have any rights against Seller.

9.6 If (i) Buyer fails to pay any sum when due, (ii) Seller, in its sole discretion, considers Buyer’s financial condition unsatisfactory, or (iii) bankruptcy, insolvency, restructuring, liquidation or similar proceedings are instituted by or against Buyer or any of its affiliates, then all amounts whatsoever owed to Seller (including deferred or instalment payments and accrued interest) shall become immediately due and payable. Seller may offset any such sums against amounts owed by Seller to Buyer or any affiliate and may suspend or cancel further deliveries without liability, without prejudice to any other remedy.

9.7 Any costs incurred by the Seller due to a breach of the Buyer shall be solely for the Buyer’s account. If the Buyer fails to make payment in full on the due date or otherwise breaches the Contract, the Seller may without notice take legal action (such as ship arrest and/or arbitration) to collect the overdue payment. Any and all costs that the Seller reasonably incurs as a consequence of the Buyer’s breach shall be indemnified by the Buyer upon demand from the Seller. These costs and expenses include, but are not limited to, interest charges, internal costs, and external costs such as expenses to lawyers, debt collectors, arbitrators or other consultants, court fees, costs for translating documents, bailiff’s or Marshall’s fees and any collection costs of whatsoever nature. These costs shall be indemnified by the Buyer to the Seller, and the Seller may invoice those costs from time to time.

9.8 Any/all payments received by the Seller from or on behalf of the Buyer, notwithstanding anything specifically stated in bank payment order, shall be credited against existing balance in the following indicative  order:

a) taxes, fines, expenses, fees, charges and etc. (including court costs and attorneys’ fees) accrued with regards to the Products supplied to the Buyer and/or their nominated Vessel;

b) default interests as per Cl. 9.4 or as may be otherwise agreed by the parties, accrued with regards to the Products supplied to the Buyer and/or their nominated Vessel;

c) principal invoice(s) amount(s) starting from the oldest and proceeding chronologically thereafter to the most recent.

9.9 Notwithstanding anything hereinabove, the Seller is entitled to credit the funds received from the Buyer for any balance, invoice he considers appropriate, due or not due, overdue or not overdue, at his sole discretion which shall be conclusive upon the Buyer. In the event of any disputes, the Seller’s decision shall be final and binding on the Buyer.

10. Anti Non-Lien

10.1 The Buyer warrants and represents that:

(a) there are no provisions, clauses, or obligations in any relevant charterparty or other contract that purport to prevent the creation or enforcement of a maritime lien in favor of the Seller (“Non-Lien Terms”); and

(b) it shall not tender any document, notice, or communication containing, referring to, or implying such Non-Lien Terms.

10.2 The Buyer expressly undertakes not to make any endorsement, complaint or comment (such as the insertion of ‘’No-lien’’ clausing) on the bunker delivery note when presented for signature by the Buyer’s representative(s). Any “no-lien” stamp, remark, clause, or endorsement (including but not limited to those found in charterparties, bunker delivery notes, receipts, letters, or emails) purporting to negate or limit the Seller’s maritime lien or the Vessel’s responsibility for payment shall be deemed invalid, void, and of no effect. Such language shall not discharge or impair the Seller’s right of lien or the Vessel’s liability for payment of all sums due under this Contract.

10.3 In the event the Buyer:

(a) tenders any notice, document, or communication containing Non-Lien Terms; or

(b) the Seller otherwise becomes aware that Non-Lien Terms are included in any charterparty or other agreement relating to the Vessel,

the Buyer shall, at the Seller’s sole discretion, be required to pay the full price for the Products and/or Services on a cash-in-advance basis. Such payment shall be made within five (5) hours of the Seller’s demand following the tender of the Non-Lien Terms or, in any case, no later than three (3) days prior to the earliest supply date, whichever occurs earlier.

10.4 If the Buyer fails to comply with the cash-in-advance requirement in Clause 10.3, or if the Seller at any time determines that Non-Lien Terms may affect the enforceability of its lien rights, the Seller shall have the option, at its sole discretion, to:

(a) cancel the supply; and/or

(b) terminate the Contract forthwith.

In such event, the Seller shall be entitled to claim from the Buyer all damages, losses, costs, and expenses incurred, including but not limited to any cancellation fees, loss of profit, or additional expenses arising out of such termination or cancellation.

11. Notices and Scheduling of Delivery

11.1 Buyer (or its appointed agent) shall give Seller not less than seventy-two (72) hours’ advance written notice—excluding Saturdays, Sundays and local public holidays at the place of delivery—of the Vessel’s ETA, grade(s) and exact quantity required. The notice must be sent during Seller’s normal business hours so that Seller can arrange supply and logistics.

11.2 Buyer shall give Seller final notice or requirement directly or through Buyer’s agent at least 48 hours (Saturday, Sunday and local Holidays excluded) prior anticipated Product delivery. Failure to provide such notice may result in additional charges or delays, for which the Buyer shall be responsible.

11.3 Any documents’ exchange and/or notices given by either party under the Contract shall be deemed as given properly and received by another party if sent from/to the emails commonly used by such party.

11.4 In the event of any changes in the Buyer’s contact information, including but not limited to email addresses and phone numbers, the Buyer shall promptly notify the Seller in writing of such changes. Failure to do so may result in delays or miscommunications, for which the Buyer shall be responsible.

12. Health, Safety and Environment

12.1 It shall be the sole responsibility of Buyer to comply, and advise its personnel, agents and/or customers to comply, both during and after delivery, with all health and safety requirements applicable to the Products supplied. Seller accepts no responsibility for any consequences arising from failure to comply with such health and safety requirements. Buyer acknowledges familiarity with the hazards inherent in the nature of any Products, and shall protect, indemnify and hold Seller harmless against any claims and liability incurred as a result of Buyer, or any user of the Products, or its customers failing to comply with the relevant health and safety requirements.

12.2 In the event of any leakage, spillage overflow of bunker’s causing or likely to cause pollution occurring at any stage, Buyer shall, regardless as to whether Buyer or Seller is responsible, immediately take such action as are necessary to affect clean up and failing prompt action, Buyer (who hereby warrant that they have been authorized by the Vessels owners) authorizes Seller to take whatever measures Seller deems fit to efficiently execute preventive measures, cleanup and restore the environment at the Buyer’s cost and expense. The Buyer accepts that any decision to execute preventive or mitigating measures by the Seller is at the Seller’s sole discretion, acting reasonably, and the Buyer is not entitled to reject indemnification or reimbursement of costs incurred by the Seller unless proven that the costs were unreasonably incurred. The Buyer shall defend, indemnify and hold the Seller and/or the Physical Supplier harmless against any loss or damage, expense and costs incurred by the Seller.

12.3 Buyer warrants that the Vessel at all material time is in compliance with all national and international regulations. It shall be the responsibility of the Master of the Vessel to notify Seller of any special condition, difficulties, peculiarities, deficiencies or defects with respect to the Vessel or any part thereof, which might adversely affect the delivery of Products. Seller reserves the right to refuse to deliver the product to the Vessel if it’s deemed probable, in Sellers sole discretion, that such delivery will result in adverse consequences of any kind whatsoever. In such cases, Buyer shall be liable for any costs, damages, or losses incurred by Seller as a result of the refusal to deliver.

12.4 Buyer agrees to indemnify, defend, and hold harmless Seller from any fines, penalties, or other liabilities, including legal fees and costs, arising from Buyer’s non-compliance with applicable environmental laws and regulations related to the handling, storage, transportation, and disposal of the Products delivered under this Contract.

13. Assignments

13.1 Seller may assign/transfer any/all of its right and obligation under the Contract. Buyer shall not assign/transfer any/all of its right under the Contract, without written consent of the Seller, which consent may be withheld at Seller’s sole discretion.

14. Indemnity

14.1 Buyer shall defend, indemnify and hold Seller harmless with respect to any and all liability, loss, claims, expenses, or damage Seller may suffer or incur by reason of, or in any way connected with, the fault or default or negligence of Buyer or its agents in the purchase of, receipt, use, storage, handling or transportation of the Products in connection with each delivery. This indemnity obligation shall survive the termination or expiration of the Contract.

14.2 In the event of any claim, action, or proceeding for which Seller seeks indemnification under this Clause, Buyer shall have the right to participate in the defense of such claim, action, or proceeding at its own expense. However, if Buyer does not diligently contest or defend the claim, action, or proceeding or fails to provide reasonable cooperation and assistance, Seller may assume control of the defense and shall be entitled to recover its reasonable costs, expenses, and attorneys’ fees from Buyer.

15. Liability and Damages

15.1 Seller and/or Physical Supplier shall not be liable for any special, indirect, incidental, consequential, punitive, or exemplary damage of any kind arising out of, or in connection with, the performance or non-performance under the Contract, whether based in contract, tort, or any other legal theory.

15.2 In no circumstances shall the Seller:

(i) have any obligation to make any payment to the Buyer whatsoever until the Seller has received full payment from the Buyer of all sums due to the Seller (howsoever arising);

(ii) be liable for any claim in connection with a supply of the Products which has been commingled with any other substance;

(iii) have any liability, whether as a result of a breach of the Contract, negligence or otherwise, and whether as a result of the acts or omissions of the Seller, its servants, agents, subcontractors or any fraudulent acts or omissions of the Physical Supplier (where the Physical Supplier is a third party), for any loss of actual, projected, prospective or anticipated profit, loss of time, hire or similar, business contracts, trading, revenues or anticipated savings, cost of overheads thrown away, fuel consumption, demurrage, detention or loss of schedule, cost of deviation, cost of substitute vessel(s), loss related to the loss of operational use of the Vessel, physical loss, damage to cargo, cost of any tank or any equipment cleaning, loss of contract(s) or economic loss, or for damage to the Buyer’s reputation or goodwill, or for any loss resulting from any claim made by any third party, or for any special, indirect, consequential or incidental loss or damage of any nature whatsoever, in each instance whether such losses are direct, consequential or otherwise nor, without prejudice to the foregoing, shall the Seller be liable for any consequential, indirect, punitive, exemplary, incidental or special losses, damages or expenses suffered by the Buyer.

15.3 The Seller shall in no event be held liable for having disclosed any data or information of any kind whatsoever, including, without limitation, in compliance with rules of law, market rules or trade custom.

15.4 The Seller shall in no event be held liable for any reduction in the functionality, any breakdown, alteration, termination, damage to, intervention in (hacking or similar) or lack of access to the internet or other forms of tele- or data communication, computer systems, hardware, applications, software, data, microprocessor(s), integrated circuits or networks or similar computer and not computer-related devices, whether or not owned or in the possession of the Seller, the Buyer or a third party. Such cyber risks are the Buyer’s risk.

15.5 Notwithstanding any other provision of the Contract, the Seller’s total cumulative liability—whether in contract, tort (including negligence), breach of statutory duty, indemnity, misrepresentation, strict liability or otherwise—arising out of or in connection with any supply, nomination or Agreement (including, without limitation, claims relating to quality, quantity, shortage, contamination, demurrage, detention, delay, loss of hire, loss of profit, fines, penalties, third-party claims, spill response, environmental liability or any other loss or damage howsoever described) shall in no circumstances exceed an aggregate amount of United States Dollars Thirty Thousand (USD 30,000) for the relevant delivery. The Buyer expressly waives and releases any rights to recover amounts in excess of this cap and shall ensure that no vessel-interests, charterers, insurers or other third parties pursue the Seller for sums beyond the foregoing limit.

15.6 The Buyer accepts that the clauses herein which limit the Seller’s liability are valid and may be enforced by the Seller against the Buyer even for claims arising from the Seller’s own negligence, whether simple or gross, or that of the Seller’s agents or subcontractors. Only if damage or loss is caused intentionally or willfully by the Seller shall the Seller not be contractually entitled to limit or exclude its liability under the Contract.

16. Sanctions Compliance

16.1. Compliance with Sanctions. The Buyer warrants that:

A. the Buyer and its assignees, agents, shareholders, subsidiaries, sister companies, associated companies and/or parent companies;

B. any person or entity (i) which the Buyer enters into transactions with, (ii) which beneficially owns or controls the Buyer, or (iii) which is controlled by the same interest(s) that own and/or exercise control over the Buyer;

C. the Buyer’s contractual counterparty(ies) for the Products and/or any other person or entity further downstream, including the End User;

D. the Owner of the Vessel and/or her charterer, operator, manager, agent or Disponent Owner;

E. the Vessel or other vessels that take delivery of the Products and/or which are within the beneficial ownership or control, management or charter of the Buyer; and

F. the cargo onboard the Vessel and the owner of the cargo; is/are not covered by, subject to or the target of any Sanctions Regulations and that the Products will not be used directly or indirectly for any purpose contrary thereto, including any acts of circumventing Sanctions Regulations.

16.2. If the Buyer at any point becomes aware of a breach, or a potential breach, of clause 16.1, the Buyer must immediately inform the Seller in writing.

16.3 If the Seller at any point becomes aware of a breach, or a potential breach, of clause 16.1, the Seller shall be entitled to cancel the Contract and/or exercise other remedies for breach, to notify the relevant authorities in any relevant jurisdiction and/or say or do any act to comply with the laws  and regulations of any such authorities and to comply with the Sanctions Regulation, and the Buyer  shall indemnify and hold the Seller harmless against any claims, damages, costs, losses, liabilities, and expenses, including but not limited to fines and attorneys’ fees, arising as a consequence of any breach of clause 16.1.

16.4 Information, Cooperation and Suspension Rights.
(a) Requests. For the purposes of complying with Trade Laws and this Clause 16, the Seller may at any time request from the Buyer, and the Buyer shall promptly (and in any event within one (1) Business Day, or sooner if reasonably required for operational timing) provide, complete and accurate information and supporting documents, including without limitation: vessel identity and IMO, flag, ownership and control details (including any changes), charterers, managers and ultimate beneficial owners; intended voyage and next ports/call sequence; cargo description, origin and destination; end-user details; and any other KYC, sanctions, export-control or AML information reasonably requested (“KYC/Trade Information”). The Buyer shall promptly notify the Seller of any change to previously provided KYC/Trade Information.

(b) Reliance and Verification. The Seller may rely on the KYC/Trade Information and may verify it using public or subscription databases and/or third-party service providers. The Buyer shall reasonably cooperate with any such verification.

(c) Suspension/Withholding. Until the Seller receives and is reasonably satisfied with the KYC/Trade Information, the Seller may suspend performance, withhold nomination or confirmation, and/or defer delivery without liability.

(d) Inaccurate, Incomplete or Withheld Information. If the Buyer (i) fails to provide the requested KYC/Trade Information within the timeframe above, or (ii) provides information that is inaccurate, incomplete, misleading or inconsistent with screening/verification results, the Seller may, at its sole discretion, cancel the supply and/or terminate the relevant order (and, if applicable, this Agreement) by written notice, without liability to the Seller.

(e) Costs and Indemnity. In any case under paragraph (d), the Buyer shall be liable for, and shall reimburse the Seller on demand for, all losses, damages, costs and/or expenses arising from or in connection with such failure or inaccuracy, including without limitation: supplier or barge cancellation fees, port/agency and operational charges, deviation/waiting/idle time costs, price differentials, storage and handling costs, and reasonable legal and professional fees; in each case without prejudice to Clause 16.6.

(f) Seller’s Cancellation Fee. In addition to the amounts in paragraph (e), the Buyer shall pay the Seller a cancellation fee of USD 10 per metric ton of the cancelled quantity, but not less than USD 5,000 per cancelled order. The parties agree that this fee constitutes a genuine pre-estimate of loss and administrative/operational burden and is without prejudice to the Seller’s right to recover further losses under paragraph (e) and Clause 16.6. If and to the extent such fee is unenforceable as liquidated damages under applicable law, it shall be recoverable as reasonable damages.

(g) No Requirement to Violate Law. Nothing in this Clause requires either party to act in violation of applicable laws or regulations, and this Clause shall be read consistently with Clause 16.5.

16.5 Notwithstanding anything to the contrary in this Clause, the Seller shall not be required to do anything which constitutes a violation of the laws and regulation of any State.

16.6 The Buyer shall be liable to indemnify and hold the Seller harmless against any and all claims, including return of any payment, losses, damage, costs and fines whatsoever suffered by the Seller resulting from any breach of warranty as aforesaid and in accordance with this Contract.

16.7 The Buyer shall bear the risk of any Payment Interference. Payment shall always be received by the Seller in the bank account designated by the Seller. The Buyer’s payment obligations shall by no means be deemed performed unless the funds are received in full in the Seller’s account.

17. Anti-bribery & Corruption

17.1 The Seller and Buyer warrant and undertake that in connection with the sale and purchase of Marine Fuels under this Contract they will each respectively comply with all applicable laws, regulations, rules, decrees and/or official government orders and requirements of the United States, the United Kingdom, Denmark, and any other relevant jurisdiction relating to anti-money laundering and anti-bribery. The Buyer shall indemnify and hold the Seller harmless against any and all claims, losses, damages, costs, and fines whatsoever suffered by the Seller resulting from any breach of this warranty by the Buyer.

18. Force Majeure

18.1 Neither the Seller nor the Physical Supplier shall be liable for any loss, claim, damage, delay, demurrage, etc., or any failure in their performance under the Contract caused by the following circumstances;

A. compliance with any order, direction or request from any public authority or person acting or purporting to act on their behalf; or

B. failure in, or unavailability of, the production, manufacture, supply, storage, transportation, distribution or delivery of the Products, or if the delivery cannot be completed by the Seller or the Physical Supplier due to congestion, shipping traffic or for any other reason outside the Seller’s control; or

C. any cause whatsoever not within the immediate control of the Seller, including (without limitation) if such is caused wholly or partly by labor disputes, strikes, stoppages, lock-out, governmental intervention, lockdown, wars, civil commotion, riot, quarantine, fire flood, earthquake, accident, storm, swell, ice, adverse weather, epidemic, pandemic or any act of God; or

D. any cyber risks mentioned in clause 15.4; or

E. any other similar circumstances;

any of which shall be considered force majeure. Neither the Seller nor the Physical Supplier shall be required to remove any such cause or replace any affected source or supply or facility if doing so shall involve additional expense.

18.2 Notwithstanding the provisions of this clause, the Buyer shall not be relieved of any obligation to make payments for all sums due hereunder.

18.3 In case the Force Majeure and/or other circumstances as stated in Cl.18.1 hereof prejudice delivery within the dates initially agreed between the Parties, the Seller is entitled (i) to cancel the Product’s delivery without liability or (ii) change the Product price, taking into account market fluctuations , without prior approval from the Buyer.

19. Confidentiality

19.1 Neither Party shall disclose to third parties any Confidential Information learned during pre- contractual discussions or during the performance of this Contract except with the prior written consent of the other Party, or to the extent required by law or regulation or by request of a government or agency thereof, or to the extent the disclosure is made in connection with an arbitration between the Parties or an action to enforce or vacate an arbitration award.

19.2 The Parties shall take reasonable precautions to ensure that no unauthorised disclosure of Confidential Information takes place.

19.3 If a Party is uncertain to whether information is confidential, that Party shall consult with the other Party.

19.4 Should either Party be required by law to disclose Confidential Information, the disclosing Party will notify the other party and shall disclose only the minimum Confidential Information required to satisfy legal requirements.

19.5 Information is not confidential for the purposes of this Clause if it was in the possession of the Party prior to receipt from the other Party; becomes public available other than as a result of a breach of this Contract by one of the Parties; or is lawfully received from a third party.

19.6 This Clause shall survive termination of this Contract.

20. Breach, Suspension and Seller’s Remedies

20.1 Any one or more of the following shall constitute a breach and event of default by Buyer:

a) failure to pay any amount when due;
b) breach of, or failure to perform, any other obligation under the Contract;
c) inaccuracy of any representation or warranty (including sanctions-, lien- or authority-related warranties);
d) insolvency, bankruptcy, liquidation, administration or any analogous proceeding, or reasonable anticipation thereof in Seller’s opinion;
e) arrest, detention or black-listing of the Vessel for reasons attributable to Buyer; or
f) any act or omission that in Seller’s reasonable view endangers people, property, the environment or Seller’s compliance with law.

20.2 Upon an event of default (and without prejudice to any lien or other right), Seller may, at its sole discretion and without prior notice:

1. suspend, defer or cancel any undelivered portion of the Contract or any other contract with Buyer;
2. declare all sums whatsoever owing by Buyer (whether or not yet due) immediately due and payable and exercise any right of set-off;
3. require cash in advance or additional security as a condition of further performance;
4. terminate the Contract in whole or in part;
5. repossess or sell any undelivered Products or any Products still subject to Seller’s retention-of-title; and/or
6. pursue arrest of the Vessel or other assets, attachment, arbitration or court proceedings in any jurisdiction to secure and enforce its claims.

20.3 Buyer shall indemnify and hold Seller harmless against all losses, damages, costs and expenses whatsoever, including but not limited to loss of profit, price-difference on resale, hedging losses, demurrage, storage, port charges, interest, enforcement costs and reasonable attorneys’ fees, arising out of or in connection with Buyer’s breach or Seller’s exercise of its rights under this Clause.

21. Title

21.1 The Products shall remain the Seller’s property until Buyer has paid for them in full. Until that time, Buyer shall hold them, store them in such a way that they can be identified as Seller’s property, and keep them separate from Buyer own property and the property of any other person. Although the Products remain the Seller’s property until paid for, they shall be at Buyer’s risks from the time of delivery and Buyer shall insure them against loss or damage accordingly and in the event of such loss or damage it shall hold the proceeds of such insurance on behalf of Seller as trustee of Seller.

21.2 Buyer’s rights to possession of the Products shall cease if:

a) Buyer has not paid for the Products in full by the expiry of any credit period allowed by the Contract; or

b) Buyer is declared bankrupt or made any proposal to his creditors for a reorganization or other voluntary arrangement; or

c) A receiver, liquidator or administrator is appointed in respect of Buyer’s business.

21.3 Upon cessation of Buyer’s right to possession of the Products in accordance with clause 21.2, the Buyer shall at his own expense make the Products available to the Seller and allow Seller to repossess them. Buyer shall also indemnify Seller for any costs or expenses incurred in repossessing the Products.

21.4 Buyer hereby grants Seller, his agents and employers an irrevocable license to enter any premises where the products are stored in order to repossess them at any time.

21.5. If the Products are not separately stored and/or if they are used Seller is entitled to take a possession over the same quantity of the same products as the Products supplied or the other quantity of other products actually onboard the Vessel that correlates to the amounts due by Buyer to Seller for Products delivered and not fully paid.

22. Governing Law & Jurisdiction

22.1 This Contract shall be governed by and construed in accordance with the Maritime Law of the United States, Title 9 of the United States Code, and the Uniform Commercial Code as applied in New York. Any and all disputes arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration seated in Singapore at the Singapore Chamber of Maritime Arbitration in accordance with the Singapore Bunker Claims Procedure current at the commencement of the arbitration which terms are deemed to be incorporated by reference in this clause.

22.2 The reference to arbitration of dispute under this clause shall be to a sole arbitrator, who shall be appointed by the Chairman of SCMA. The language of the arbitration shall be English.

22.3 In cases where neither the claim nor any counterclaim exceeds the sum of United States Dollars One-Hundred and Fifty Thousand (USD150,000.00) the arbitration shall be conducted before a single arbitrator in accordance with the SCMA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

22.4. Notwithstanding provisions of Cl. 22.1-3. hereof all/any questions, matters with regards to the maritime lien over the Vessel for the Products supplied shall be governed and exist in accordance with the Maritime Law of the USA.

22.5. However, nothing in this clause precludes Seller from taking any such action as it shall, in its sole discretion, consider necessary to enforce, safeguard or secure its rights under the Contract in any court or tribunal in any state or country. Additionally, in the event of a breach by Buyer, Seller shall be entitled to recover attorneys’ fees and costs incurred in enforcing its rights under this Contract.

23. Special Clauses applicable to cargo trading of the Products

23.1. Scope of application.

Clause 23.1 – 23.8 contain special clauses that apply to the sale, supply and delivery of Products when sold as Cargo (“Cargo Sales”) (as opposed to the sale and supply of the Products delivered for propulsion of the Vessel; such sales being governed solely by clause 1 – 22). In addition, clause 23.9 contains special clauses that apply to Cargo Sales where the Seller in requested to become a principal party in the supply chain for the sole commercial purpose of financing the Cargo Buyer’s purchase of the Cargo (see the definition of Cargo Financing Contracts under clause 23.9). Clauses 1 – 22 shall apply to Cargo Sales, with natural amendments.

23.2. Conflict. With respect to Cargo Sales, in case of conflict between the paragraphs of this clause 23 and clause 1 – 22, this clause 23 shall prevail. If there is no conflict, this clause 23 shall be read together with and enforced in addition to clauses 1 – 22, which shall supplement this clause 23.

23.3. Definitions. The following definitions apply to Cargo Sales:

“Barge” means tanker vessels, bunker barges or similar vessels that receive marine fuel or other oil products sold and delivered as Cargo (as opposed to the sale and supply of marine fuel for propulsion. The Barge will typically sell the Cargo in separate parcels (stems) to the Barge Owners’ and/or the Cargo Buyer’s customers).

“Barge Owner” means the registered owner of the Barge.

“Cargo Buyer” means the party, or parties jointly and severally, named in the Order Confirmation for whose account the Cargo Sale has been contracted.

“Cargo” has the same meaning as the term “Products” set out in clause 1, as amended: the Products are sold as cargo delivered into the cargo tanks of the Barge receiving the product (and not as marine fuel delivered to the Vessel pumped into the bunker tanks of the Vessel for propulsion).

“Cargo Sales” has the meaning expressed in clause 23.1.

“Cargo Contract” has the same meaning as the term “Contract” set out in clause 1, as amended: a Cargo Contract is for the supply of the Products sold as cargo delivered into the cargo tanks of the Barge receiving the product.

23.4. Delivery and transfer of risk. The Cargo shall be delivered, and all risks in and liabilities arising from the Cargo shall be deemed transferred to the Cargo Buyer, if delivered by barge, once the Cargo has passed the flange connecting the pipelines or delivery hoses of the delivery barge with the intake lines of the Barge, or, in case of ex-wharf or ex-tank deliveries, once the Cargo has passed the outlet flange of the Seller’s storage tank. The parties may agree on other terms for delivery and the transfer of risk by way of including an INCOTERM in the Contract.

23.5. Retention of title. The Cargo shall remain the Seller’s property and title therein shall not be transferred to the Cargo Buyer until the Seller has received payment in full in accordance with the Seller’s invoice(s). If, after the Cargo has been delivered to the Barge, the Buyer breaches the warranty under clause 16.1, a force majeure event occurs as set out in clause 18.1, a cancellation event occurs as set out in clause 20.1 or any other breach of contract occurs, the Seller is entitled to take possession of the Cargo and store or sell it at the Cargo Buyer’s risk and expense. The Cargo Buyer is not entitled to use the Cargo for propulsion of the Barge but may sell and distribute the Cargo in separate parcels (stems) to its customers. The Seller retains title after delivery until payment has been received in full or until the Cargo has been sold and distributed by the Cargo Buyer to its customers. Until then, the Cargo Buyer must keep the Cargo separate from other products carried on board the Cargo Barge.

23.6. Quantity of Cargo delivered – claims – obligation to make payment in full.

A. The quantity of the Cargo delivered shall be finally and conclusively determined from the gauge or meter or sounding of the bunker tanker or barge effecting delivery or the gauge or meter or sounding of the shore terminal or tank(s) in the case of ex-wharf or ex-tank delivery, or in either case, by such other method applied by the Seller’s seller. Except where government regulations or local authorities determine otherwise, adjustment in volume owing to difference in temperature, for gauge readings, shall be made in accordance with API/ASTM-IP Petroleum Measurement Standards for Generalised Products (Table 6B, 24B or 54B depending on port location). Even if the chosen method for determining quantity of the Cargo delivered is by meter, the Seller shall be entitled, at its sole option, to carry out gauging of any or all tanks for its own records and/or determination of the final quantity delivered if the meter reading for any part of the delivery cannot be obtained/retrieved.

B. In the event that quantity is to be determined by meter, such as a mass flow meter, and there is a metering stoppage/failure prior to or in the middle of a delivery and the delivery cannot be continued, determination of the remaining quantity delivered shall be from the gauge or sounding of the bunker tanker or barge effecting delivery, or the gauge or sounding of the shore terminal or tank(s) in case of ex-wharf delivery. The final quantity delivered shall conclusively be the sum of quantities delivered from the meter and gauge (or sounding, as the case may be) readings recorded. However, if the meter reading for any part of the delivery cannot be immediately obtained/retrieved, the determination of the final quantity delivered shall be solely and conclusively from the gauge or sounding of the bunker tanker or barge effecting delivery, or the gauge or sounding of the shore terminal or tank(s) in case of ex-wharf or extank delivery. The parties agree that local rules and procedure may apply (such as SS 600:2014, as amended by SS 600:2022 or any later amendments, for deliveries in Singapore).

C. The Cargo Buyer is not entitled to bring any claims for shortage, lack of quantity, or similar, unless the Cargo Buyer can prove that the quantity delivered was not in accordance with the measurements taken pursuant to this clause 23.6. In practice, the quantity figures provided by the Seller’s seller will be binding on the Cargo Buyer, and the Cargo Buyer may not rely on own soundings in discharging its burden of proof.

D. The Cargo Buyer undertakes an irrevocable and unconditional obligation to make payment in full for the quantity agreed to be delivered (a) irrespective of any claims or other disputes between the parties and (b) even if the Cargo Barge or the Cargo Buyer refused to take delivery. The Cargo Buyer understands that the seller is bound to take delivery under the contract with its seller and that the Seller is contracting as a re-seller only. The Seller has no right of cancellation towards its seller and in turn the Cargo Buyer has no such right of cancellation vis-à-vis the Seller.

23.7. Quality – Sampling and Testing – claims.

A. In the case of deliveries from a shore tank or terminal (such as ex-tank or ex-wharf), the quality shall be determined in accordance with test results run on a volumetrically correct composite of samples drawn from the tank. For the avoidance of doubt, where delivery is made from more than one tank, then the quality shall be determined in accordance with test results run on a blend of volumetrically correct composite samples drawn from each of the tanks and then blended according to the proportions from each tank. If no such sampling is performed at the time of delivery, the certificate of quality (or such other equivalent documents as may be issued) shall, except in cases of manifest error or fraud, be conclusive and binding on all parties.

B. The parties shall use best endeavors to agree on the independent laboratory to perform testing in case of a quality dispute. If the parties have not agreed on the choice of laboratory within 7 calendar days, the Seller is entitled to send the sample to a reputable and independent laboratory of its choice to carry out such tests as are mentioned in the Seller’s testing protocol.

THESE TEST RESULTS WILL BE FINAL AND BINDING UPON THE PARTIES WITH RESPECT TO THE PARAMETERS ANALYSED as set out above.

C. Samples and tests which are not drawn/conducted in accordance with the procedure described above CANNOT BE USED AS EVIDENCE for the quality of the Cargo. The Buyer’s own test results are not admissible evidence in arbitration.

23.8. Barge as security. The Barge Owner and Cargo Buyer accept that the Barge constitutes a collateral which the Seller may proceed to arrest, either in rem or as an asset of the debtor persons, as security for fulfillment of all obligations under the Cargo Contract.

23.9. Special clause applicable to Cargo Financing Contracts

A. Cargo Financing Contracts. This clause 23.9 contains special clauses that apply to “Cargo Financing Contracts”, which means Cargo Contracts that the Seller have entered into for the sole commercial purpose of financing the Cargo Buyer’s purchase of the Cargo typically by way of affording the Cargo Buyer 30 days’ credit (or longer) and typically for delivery of the Cargo in the Singapore area. The sub-paragraphs of this clause 23.9 shall apply notwithstanding any provision to the contrary in these Conditions. In areas not expressly regulated by this clause 23.9, the remaining provisions of clause 23 shall apply, including clause 23.1 and 23.2.

B. Communication and operation. When engaging in Cargo Financing Contracts, the Seller will typically have been requested by the Cargo Buyer to step into the supply chain between it and the Seller’s seller for the sole purpose of purchasing and re-selling the Cargo to the Cargo Buyer on 30 days’ credit. Accordingly, the Seller does not elect its seller and is neither present nor represented at the place of delivery. Accordingly, it is the duty of the Cargo Buyer and the Barge Owner, including the operator of the Barge, to engage in all necessary operational communication with the Seller’s seller and/or owner and/or operator of the tank and/or terminal at the place of delivery to ensure a smooth delivery. The Seller does not engage in any such communication, nor is the Seller in any way involved in, or responsible for, the completion of the physical delivery of the Cargo.

C. No liability for quantity claims, quality claims or any other claims, including as fraud. For the reasons explained above, the Seller is not present or represented at the place of delivery, does not control, cannot influence and therefore cannot assume any liability for fraud, shortages, other quantity defects or any other irregularities occurring in connection with the delivery or otherwise occurring under the Cargo Financing Contract, nor for claims related to quality or any other claims related to the Cargo. Accordingly, in the absence of any fraud on the part of the Seller, the Seller cannot be held liable for any losses, claims, costs, expenses, etc. In this respect, the Cargo Buyer accepts that the Seller is solely involved as principal party in the supply chain for the purposes of providing financing to the Cargo Buyer. To the extent that any such assignment is valid under contract and law, the Seller assigns and transfers to the Buyer Cargo any and all rights, claims, costs, etc., that the Seller may be entitled to bring against its seller.

D. Licensing and legality. For the reasons explained in the aforegoing clauses, the Seller shall not be liable for the legality of the Cargo Financing Contract as a matter of local law at the place of delivery. This means, inter alia, that the Seller does not guarantee and has no knowledge of whether any party which the Seller transacts with (upstream and downstream) has obtained the necessary licenses to lawfully carry out the transaction. The Cargo Buyer hereby expressly disclaims and cannot make any claim whatsoever against the Seller related to licensing or other issues of legality. The requirements and regulations imposed, from time to time, by Maritime and Port Authority of Singapore (“MPA”) or other authorities shall take precedence over any agreed clause herein. The Cargo Buyer and Barge Owner warrant that they and the Barge are always duly licensed as bunker service providers (by the MPA or otherwise), that they will comply with all applicable laws and standards and that only bunker craft operators, bunker surveyors and bunker surveying companies which are duly licensed by MPA will be involved for cargo deliveries in port of Singapore.