Effective date - 1 June 2021

GENERAL STANDARD TERMS AND CONDITIONS
FOR THE SALE OF MARINE BUNKERS AND LUBRICANTS

1. Definitions

Throughout these General Terms and Conditions, except where the context otherwise requires, the following definitions shall be applied:

«Banking Day» shall mean a day on which banks are open in the places of business of the Sellers and the Buyers.

«BDN/BDR» means Bunker Delivery Note or Bunker Delivery Receipt.

«Bunker Tanker» means bunker barge or tanker supplying Marine Fuels to the Vessel.

«Buyers» means the party stated in the Confirmation Note contracting to purchase, take delivery and pay for the Marine Fuels.

«Confirmation Note» means the Sellers’ written confirmation to deliver Marine Fuels as per «General Terms and Conditions» stated at www.sibunkering.com.

«Contract» means these General Terms and Conditions, as amended and supplemented by the Confirmation Note.

«Day/days» means a calendar day(s), unless otherwise stated.

«Delivery Period» means the Vessel’s ETA/delivery window as stated in the Confirmation Note.

«General Terms and Conditions» means these bunker terms and conditions.

«Marine Fuels» means oil products as stated in the Confirmation Note.

«Parties» means the Sellers and Buyers collectively.

«Party» means Sellers or Buyers.

«Sellers» means the party stated in the Confirmation Note contracting to sell the Marine Fuels.

«Vessel» means the vessel nominated by the Buyers to receive Marine Fuels.

2. Specifications/Grades/Quality

(a) The Buyers shall have the sole responsibility for the nomination of the specifications and grades of Marine Fuels fit for use by the Vessel.

(b) The Sellers warrant that Marine Fuels shall be of a homogeneous and stable nature, shall comply with the grades specified by the Buyers and be of satisfactory quality. Quality of Marine Fuels shall be confirmed with a certificate issued by its manufacturer or a petroleum storage depot.

3. Quantities/Measurements

(a) The measurements of quantity of the Marine Fuels delivered shall be determined by the Bunker Tanker’s tank gauging or by verified meter devices onboard the Bunker Tanker. Quantities calculated from the receiving Vessel’s measurements shall not be considered and accepted by the Sellers.

4. Sampling

(a) Only analyses of sealed samples taken as drip samples at the sampling valve on board the Bunker Tanker during delivery shall be the sole evidence of quality of Marine Fuels delivered. No any other samples whatsoever shall be permitted as additional evidence of the quality of Marine Fuels delivered.

Four (4) samples shall be taken throughout delivery. If it is possible, the samples shall be drawn in the presence of representatives of the Parties. The absence of the Buyers’ representatives shall not prejudice the validity of the samples taken.

(b) The samples referred to in Subclause 4(a) (Sampling) shall be securely sealed and provided with labels showing the Vessel's name, the Bunker Tanker’s name, product name, delivery date and place and seal number, authenticated with the Vessel's stamp and signed by the Sellers' representatives and the Master of the Vessel or the Master’s authorized representative.

(c) Two (2) samples shall be retained by the Sellers / the Physical Suppliers for minimum thirty (30) days after delivery of the Marine Fuels to the Vessel and the other two (2) samples shall be retained on board the Vessel.

(d) It is a sole duty of the Buyers or Vessel’s representatives to arrange collection of the MARPOL’ sample throughout delivery as provided in Resolution MEPC.182(59) «Guidelines for the sampling of fuel oil for determination of compliance with the revised MARPOL Annex VI». At their request, the seal number of the MARPOL’ sample to be noted in BDN.

5. Delivery

(a) Within the Delivery Period:

(i) the Sellers shall deliver the Marine Fuels; and

(ii) the Buyers shall take delivery of the Marine Fuels, day and night, Sundays and holidays included, at the port or place of delivery, subject always to the custom of that port or place.

(b) The Buyers shall send the Bunker request to the Sellers by email not later than five (5) days before the Delivery Date.

The bunker request shall be made at the Buyers’s letterhead and contain the following:

- the name and flag of the Vessel;

- the names and address of the shipowners and charterers;

- a port of delivery and the Vessel’s location at this port;

- the estimated date of the Vessel’s arrival to the port of delivery and the Delivery Period;

- a reason for the call at the port of delivery (start / completion of carriage of goods, passengers and/or luggage by the Vessel or a transit passage);

- the specifications and grades of Marine Fuels and their required quantity;

- the agreed price for the Marine Fuels;

- the agreed terms of payment;

- the instructions for customs clearance for the Marine Fuels;

- a name and an address of the Vessel’s agents;

- the Buyers’s confirmation that the Vessel is not listed in any Sanctions List issued by the UN, US or EU and is not directly owned or controlled by any person or entity registered in or operating in the North Korea, Syria, Sudan, Iran, Libya, Venezuela or listed in any Sanctions List issued by the UN, US or EU;

- a signature of the Buyers’s authorized person and the Buyers’s stamp.

If the Sellers agree to commence the delivery of the Marine Fuels at the Buyers' request, the Sellers shall send a Confirmation Note to the Buyers within 24 hours since receiving the Buyers' request.

(b) The Buyers shall be responsible for making all connections and disconnections between the delivery hose(s) and the Vessel's bunker manifold and to ensure that the hose(s) are properly connected to the Vessel's bunker manifold prior to the commencement of delivery.

(c) The Buyers shall ensure that the Vessel is in possession of all certificates required to comply with all relevant regulations pertaining to delivery of the Marine Fuels at the port or place of delivery and that the Master of the Vessel or the Master’s authorized representative shall:

(i) advise the Sellers in writing, prior to delivery, of the maximum allowable pumping rate and pressure and agree on communication and emergency shut-down procedures;

(ii) notify the Sellers in writing prior to delivery, of any special conditions, difficulties, peculiarities, deficiencies or defects in respect of and particular to the Vessel which might adversely affect the delivery of the Marine Fuels.

(d) If the Buyers fail to take the delivery, in whole or in part of the quantities nominated, the Buyers shall be responsible for cancellation fee (% 10 of the bunker value, but not less than USD 2 000). The Sellers may also claim any costs and loses resulting from such failure.

(e) The Sellers are entitled to engage a third party (including the Physical Suppliers) for rendering certain services for the Contract including transportation of the Marine Fuels, their loading and discharge. The representatives of the Physical Suppliers are entitled to sign any papers required for delivery.

(f) Should the Buyers fail to provide the Sellers with correct information about a reason for the Vessel’s port call, and should that, subsequently, result in the rise of taxes and /or customs fees payable by the Sellers, the sum of the these taxes and/or customs fees may be added by the Sellers to the previously agreed price for the Marine Fuels.

(g) The Buyers shall give the Sellers notices of the Vessel’s ETA and the place where the Vessel shall anchor or berth. The notices shall be tendered reasonably in advance so as to allow the Sellers to properly arrange for the delivery.

The Sellers shall not be liable for any delay which is caused by any reason whatsoever save for the proven gross negligence of the Sellers or their intentional actions.

In any event the Sellers shall, under no circumstances, be liable for any loss of profit or other consequential damages incurred by the Buyers and the total liability of the Sellers shall not exceed the proven actual running costs of the Vessel for the period of any delay for which the Sellers may be liable.

6. Documentation

(a) Once the delivery is completed and quantities measured, a BDN shall be signed and stamped by the Master of the Vessel or the Master’s authorized representative, and returned to the Sellers / the Physical Suppliers or their representatives, and a duplicate copy shall be retained by the Master of the Vessel. Remarks on the BDN are not permitted.

7. Price

(a) The price for the Marine Fuels shall be agreed upon by the Parties and specified in a Confirmation Note. Unless otherwise is agreed by the Parties, the price for the Marine Fuels is valid during 5 days since the date when a Confirmation Note is issued.

(b) The price for the Marine Fuels to be specified in the Confirmation Note.

(c) Should any kind of tax (including but without limitation VAT), due, stamp duty, surcharge, freight, insurance premium, pilotage, port dues or other kind of additional expense be imposed or incurred by the Sellers at any time in relation to the Marine Fuels or their delivery, same shall be borne by the Buyers who shall be obliged to forthwith pay same directly or to reimburse the Sellers, as the case may be.

(d) Wharfage, barging and/or pipeline dues, overtime, any environmental surcharges, as well as any and all taxes or other charges imposed on the Marine Fuels, shall be paid extra by the Buyers together with the price of the Marine Fuels.

8. Payment

(a) Payment for the Marine Fuels shall be made by the Buyers within the period specified in the Confirmation Note.

(b) Payment shall be made in full, without set-off, counterclaim, deduction and free of bank charges to the Sellers’ account or any other account designated by the Sellers in an invoice.

(c) Payment shall be deemed to have been made on the date the payment is credited to the bank account designated by the Sellers.

(d) If payment falls due on a non-Banking Day, then payment shall be made on or before the last Banking Day before the due date.

(e) Payment for delivery under the Contract shall satisfy sums owed to the Sellers in the following order: (1) delay interests; (2) legal and enforcement costs; and (3) invoices from oldest to newest.

(f) Any delay in payment shall entitle the Sellers to the delay interests at the rate of 0,2 percent per day or as otherwise agreed as per the Confirmation Note. The delay interests accrued shall be added to and become the part of the amount owed.

(g) In the event of non-payment, the Sellers reserve the right to pursue such legal remedies as may be available to them to recover the amount owed. The Buyers and the Vessel’s shipowners are jointly and separately liable for payment. The Vessel’s stamp on the BDN shall evidence that the Marine Fuels have been ordered and received for the joint account of the Buyers and the Vessel / its owners, operators, managers, disponent owners, charterers. The overdue payments shall constitute a lien against the Vessel to the extent permitted by local law.

(h) Notwithstanding any agreement to the contrary, payment for any amounts due (whether yet payable or not) under the Contract will become due immediately and in the event of:

(i) bankruptcy, liquidation or suspension of payment by the Buyers; or

(ii) any other situation, which in the reasonable discretion of the Sellers is deemed to affect adversely the financial position of the Buyers, the Sellers shall have the option to:

(1) demand that the Buyers comply with their obligations under the Contract; and/or

(2) demand adequate security; and/or

(3) suspend any pending deliveries; and/or

(4) withdraw permission to consume the Marine Fuels for the propulsion of the Vessel; and/or

(5) terminate the Contract.

9. Claims

(a) Quantity

(i) Any claim for quantity dispute must be presented to the Sellers by the Buyers in writing prior to departure of the Bunker Tanker from the Vessel, failing which such claim shall be deemed to be waived and barred.

(b) Quality

(i) Any claim as to the quality or specification of the Marine Fuels must be notified in writing promptly after the circumstances giving rise to such claim have been discovered. If the Buyers do not notify the Sellers of any such claim within ten (10) days since the date of delivery, such claim shall be deemed to be waived and barred.

(ii) In the event a claim is raised pursuant to Subclause 9(b)(i) (Claims), the Parties hereto shall have the quality of the Marine Fuels analysed by a mutually agreed, qualified and independent laboratory. The Buyers may request a full analysis of the parameters of the Marine Fuels in accordance with the specification set out in the Confirmation Note and a fuel certificate issued by its manufacturer or a petroleum storage depot. The Sellers shall arrange for providing the laboratory with one of the samples retained by them as per Subclause 4(c) (Sampling). Unless otherwise agreed, the cost of the analysis shall be for the account of the Party whose claim is found unproven by the analysis.

Should there is disagreement between the Parties for a choice of an independent laboratory lasting for more than fifteen (15) days, the Sellers shall be entitled at its own discretion to submit the sample to a qualified and independent laboratory situated in the area of the port of delivery.

10. Risk/Title

(a) Risk in the Marine Fuels shall pass to the Buyers once the Marine Fuels have passed the Sellers' flange connected to the Vessel's bunker manifold.

(b) Title to the Marine Fuels shall pass to the Buyers upon payment of all sums due to the Sellers under the Contract. Until such time as payment is made, on behalf of themselves and the Vessel, the Buyers agree that they are in possession of the Marine Fuels solely as bailee for the Sellers. If, prior to payment, the Sellers' Marine Fuels are commingled with other marine fuels on board the Vessel, title to the Marine Fuels shall remain with the Sellers corresponding to the quantity of the Marine Fuels delivered. The above is without prejudice to such other rights as the Sellers may have under the laws of the governing jurisdiction against the Buyers or the Vessel in the event of non-payment.

11. Force Majeure

Neither Party shall be liable for any loss, damage or delay due to any of the following force majeure events and/or conditions at the port of delivery which could not reasonably be foreseen at the time of entering into the Contract or guarded against to the extent the Party invoking force majeure is prevented from performing any or all of their obligations under the Contract, provided they have made all reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions:

(a) acts of God;

(b) any Government requisition, control, intervention, requirement or interference;

(c) any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof;

(d) riots, civil commotion, blockades or embargoes;

(e) epidemics;

(f) earthquakes, landslides, floods or other extraordinary weather conditions;

(g) strikes, lockouts or other industrial action, unless limited to the employees of the Party seeking to invoke force majeure;

(h) fire, accident, explosion - except where caused by negligence of the Party seeking to invoke force majeure;

(i) any other similar cause beyond the reasonable control of either Party.

The Party seeking to invoke force majeure shall notify the other Party in writing within two (2) Days of the occurrence of any such event/condition.

Force Majeure shall not be an excuse for the Buyers not to make payment for the Marine Fuels supplied.

12. Termination

Without prejudice to accrued rights hereunder, either Party hereto shall be entitled to terminate the Contract in the event of:

(a) any application being made or any proceedings being commenced, or any order or judgment being given by any court, for the winding up, dissolution, liquidation or bankruptcy of either Party; or

(b) either Party is in breach of any material provision under the Contract; or

(c) if a force majeure event as defined in Clause 10 (Force Majeure) prevents or hinders the performance of the Contract for a period exceeding ten (10) consecutive days from the time at which the impediment begins to prevent performance if notice is given without delay or, if notice is not given without delay, from the time at which notice thereof reaches the other Party.

13. Dispute Resolution Clause

(a) This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to Arbitration in London in accordance with the Arbitration Act 1996. The arbitration shall be conducted by a sole arbitrator in accordance with the LMAA Terms 2017.

(b) Notwithstanding Subclause 12(a) (Dispute Resolution Clause), it is agreed by the Parties that the Sellers have rights to proceed against the Buyers and /or any third party connected with the Buyers or the Vessel, including its owners, operators, managers, disponent owners, charterers, in such jurisdiction as the Sellers in their sole discretion see appropriate for the purpose of securing payment of any amount due to them for the Marine Fuels delivered. In the case of the Vessel’s arrest for the unpaid Marine Fuels, the courts of the country in which the arrest was made shall have jurisdiction to determine the case upon its merits.

14. Entire Agreement and Priority of Terms

(a) The written terms of the Contract comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Marine Fuels and supersede all previous agreements whether oral or written between the Parties in relation thereto. No amendments to a Contract may be made unless agreed by both Parties in writing.

(b) In the event of a conflict between any of the provisions of these General Terms and Conditions and the Confirmation Note, the provisions of the Confirmation Note shall prevail over the provisions of these Terms and Conditions.

(с) These General Terms and Conditions are made in English and Russian. If there are any collisions between the English and Russian texts, the English text shall prevail.