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GENERAL TERMS AND CONDITIONS.

APPLICABLE TO SALES OF MARINE FUELS.

Edition July 2020 (Expired version of General Terms and Conditions is available
upon request)

 

It is agreed on the date shown in the Sales Contract between the party named as
the Seller and the party named as the Buyer, that the Seller shall sell and
deliver to the nominated Vessel and the Buyer shall purchase the Marine Fuels
(as defined hereunder) under the following terms and conditions, hereunder
designed as General Terms and Conditions: Marginal headings used hereinafter are
for identification purposes only and shall not be deemed to be part hereof or be
taken into consideration in the interpretation or construction of these General
Terms and Conditions. Unless the General Terms and Conditions otherwise require,
any words denoting the singular shall include the plural and vice-versa.


1. Definitions
Throughout these General Terms and Conditions and the Sales Contract, save where
the context otherwise requires, the following definitions shall be applied:
"Marine Fuels" means products, derived from crude oil, delivered or to be
delivered to the Vessel.
"Seller" means the entity of Unigroup Marine Fuels group of companies
contracting to sell and deliver Marine Fuels.
"Buyer" means the party contracting to purchase, take delivery of and pay for
the Marine Fuels.
"Vessel" means the vessel to which the Marine fuels are physically delivered.
"Sales Contract" means any contract created by acceptance by the Seller of an
order placed by the Buyer for Marine fuels. Each delivery constitutes a separate
Sales Contract governed by these General Terms and Conditions and any other
special conditions which may have been agreed in writing and evidenced by an
Order Confirmation. The acceptance of the marine fuel by the vessel is deemed as
acceptance of the present Conditions by the Buyer and all associated with the
vessel parties. Where there is a conflict between the General Terms and
Conditions and any special conditions which may have been agreed in writing in
the Sales Contract, the latter shall prevail.
“Order Confirmation” means the written confirmation as issued by the Seller and
forwarded to the Buyer to conclude each Sales Contract as specifically
negotiated between the Seller and the Buyer.
“Supplier” means any party instructed by or on behalf of the Seller to supply or
deliver Marine Fuels

Unigroup Marine Fuels group of companies means UMF Bunker GmbH, UMARINE FUELS
DMCC as well as any of their subsidiaries or affiliates, wherever appropriate.


2. Grades/Quality
a. The Buyer shall have the sole responsibility for the nomination of the grades
of Marine Fuels suitable to the Vessel, and shall state the grades required in
the Sales Contract.
b. The Seller warrants that the Marine Fuels shall comply with the grades
nominated by the Buyer, shall be of satisfactory quality and that their
characteristics will correspond to those generally offered in the relevant port
of delivery. Unless otherwise agreed and stated in the Sales Contract the Marine
Fuels shall be described using ISO Standard 8217:2017 or any subsequent
amendment thereof.
c. The Seller can in no circumstances be held responsible for the consequences
of the misuse or defective application of any such product, if caused by lack of
information or mis-information given by the use or application of any such
product.
d. It is the duty of the Buyer to take all reasonable actions, including
retention and burning of Marine fuels, in order to eliminate or minimize any
costs associated with an off specification or suspected off specification
supply. To this end the Buyer shall cooperate with the Seller in achieving the
most cost effective solution. If the Buyer removes such Marine fuels without the
consent of the Seller, then all such costs shall be for the Buyer’s account.

3. Quantities
a. The quantities of Marine Fuels nominated to be delivered are those stated in
the Sales Contract. The tonnage requested by the Vessel shall not fall short or
exceed by more than 5% the tonnage so stated without the prior agreement of the
Seller.
b. Except where government regulations or local authorities determine otherwise,
the quantity of the Bunkers delivered shall be determined solely from 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, at the Seller’s election. The Buyer may be present or
represented by a properly accredited agent when quantity measurements are taken.
If the Buyer is not present or represented, the Seller’s determination of
quantities shall be deemed to be final and binding on the parties. Quantities
calculated from the vessel’s soundings shall not be considered.

4. Measurements
a. Subject to the provisions of Clauses 7 (c) and 10 hereunder the quantities of
Marine Fuels shall be determined from the official gauge or meter of the
bunkering barge or tank truck effecting delivery or of the shore-tank in case of
delivery ex-wharf.
b. The Buyer and the Seller shall both have the right to be present or
represented when such measurements are taken and shall be given sufficient
information and facilities to verify the quantity delivered. Should the Buyer or
his representative fails to avail himself of this right, the quantity delivered,
as determined by the Seller, shall be final, conclusive and binding for charging
purposes and the Buyer shall be deemed to have waived any and all claims in
regard to any variance.

5. Sampling
a. The Seller shall arrange for minimum four (4) identical representative
samples of each grade of Marine Fuels to be drawn throughout the entire
bunkering operation in the presence of both the Seller and the Buyer or their
respective representative.
b. The samples shall be drawn at a point, according to the procedures currently
in force at the supply port.
c. The aforementioned samples shall be securely sealed and provided with labels
showing the Vessel's name, identity of delivery facility, product name, delivery
date and place and seal number, authenticated with the Vessel's stamp and signed
by the Seller's representative and the Master of the Vessel or his authorized
representative. The seal numbers shall be stated on the Bunker Delivery Receipt.
Any eventual samples drawn by the Buyer’s or Vessel’s personnel, either during
bunkering or at any later date after bunkering, shall not be valid as evidence.
The fact that such samples may eventually bear the signature of personnel on
board the barge or tank truck or other delivery conveyance shall have no legal
significance as such local personnel has no authority to bind the Seller to
different contractual terms.
d. Two (2) samples shall be retained by the Seller for sixty (60) days after
delivery of the Marine Fuels, or if requested by the Buyer in writing, for as
long as the Buyer reasonably required. The other two (2) samples shall be
retained by the receiving Vessel, one of which being dedicated as the MARPOL
sample.
e. If the quantity is delivered by more than one bunker barge or tanker or tank
truck, the sampling procedure shall be repeated as outlined in this clause 5.

6. Delivery
Delivery shall be executed by Barge’s Operators, named “Supplier” in the Sales
Contract.
a. The Marine Fuels shall be delivered to the Vessel at port or place stated in
the Sales Contract. Subject to the custom of the port, delivery shall be made
day and night, Sundays and holidays included.
b. The Vessel's estimated time of arrival (ETA) shall be as stated in the Sales
Contract. The Seller shall be under no obligation to deliver if the Vessel
arrives outside the price validity time range as stated in the Sales Contract,
or, if no price validity range is stated in the Sales Contract, if the Vessel
arrives 5 or more days after the Vessel’s ETA.
c. The Buyer, or his agents (whose names to be advised by the Buyer upon
conclusion of the Sales Contract) at the port or place of delivery, shall give
the Seller, or his representative at the port or place of delivery, 48 hours
approximate and 24-hours definite written notice of arrival and the exact
location and time at which deliveries are required, failing which the Seller
shall not be liable for any resulting delivery delays.
d. The Marine Fuels shall be delivered:
I. at the Seller’s terminal or
II. by tank trucks or
III. by bunkering barge as stated in the Sales Contract.
e. The Buyer shall ensure that the Vessel is in possession of all certificates
required to comply with all relevant regulations pertaining to delivery of the
Marine Fuels at the port or place of delivery and shall instruct the Master of
the Vessel to:
I. advise the Seller in writing on the Bunker List, prior to delivery, of the
maximum allowable pumping rate and pressure and to agree on communication and
emergency shut-down procedures;
II. notify the Seller in writing on the Bunker List, prior to delivery, of any
special conditions, difficulties, peculiarities, deficiencies or defects in
respect of and particular to the Vessel which might adversely affect the
delivery of the Marine Fuels;
III. provide a free side to receive the Marine Fuels and to render all necessary
assistance which may reasonably be required to moor or unmoor the delivery barge
or to connect or disconnect the delivery hose(s). This connection and
disconnection of the hoses is to take place under the sole responsibility of the
Buyer.
f. The Vessel shall provide segregated tankage to receive the contracted
quantity of Marine Fuels. The Seller shall not be responsible for on board
safety or storage failures that may affect the delivery as requested and shall
have the right to recover from the Buyer any cost incurred therefrom (see also
Clause 10 (b) for quality claims).

g. The Buyer 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.

7. Documentation
a. Once the delivery is completed and quantities measured, a Bunker Delivery
Receipt (BDR) shall be signed and stamped by the Master of the Vessel or his
representative, and returned to the Seller, or his representative, as
acknowledgement of the delivery. One (1) duplicate copy shall be retained by the
Master of the Vessel. This BDR shall contain the following minimum information:
I. viscosity
II. delivered quantity in volume units
III. density in kg/m3 at 15 0C as per ISO 3675
IV. delivered quantity in metric tons
V. delivery temperature
VI. flash point
VII. pour point
VIII. sulphur content
IX. water content

b. Verification of the information provided under Clause 7(a) may be obtained by
analysis of the Vessel's retained sample when granted by the Buyer under Clause
10(b).

c. The Buyer expressly undertakes not to make any endorsement, complaint/comment
on the BDR when presented for signature as any endorsement, complaint/comment on
the BDR renders this document invalid for the purpose of claiming VAT
reimbursement. Should the Buyer or any of its representatives makes any
endorsement, complaint or comment on the BDR, the Buyer is fully liable to the
Seller for all resulting costs and losses. In the event of complaint/comment on
the quantity of Bunkers delivered, the Buyer or the Master of the Vessel shall
give to the Seller/Supplier a letter of protest separately, followed by a
complaint in detail to the Seller, with full supporting vouchers, in writing
within 5 (five) days thereof, failing which shall extinguish any claim by the
Buyer, and the Buyer shall be deemed to have expressly waived any such claim
against the Seller/Supplier, and the Seller/Supplier’s weight and measurements
shall be conclusive evidence of the quantity of Marine Fuels delivered.

8. Price
a. The price of the Marine Fuels shall be on the amount expressed per unit and
on the currency stated in the Sales Contract for each grade of Marine Fuels
delivered into the Vessel's tanks free on board as applicable and stated in the
Sales Contract. The price shall be valid for the time range stated in the Sales
Contract, or if no time-range is given in the Sales Contract, within 5 days of
the agreed ETA..
b. Should the Vessel not arrive within the determined time range, the Seller has
the right to terminate the Sales Contract and Buyer is obligated to pay an
indemnity of 1% of the agreed Sale’s price, unless Seller elects to accept the
new readiness date as the basis of a new contract for which a new price can be
agreed upon with the Buyer.
c. Any and all additional charges, if applicable, shall be specified in the
Seller' quotation and in the Sales Contract and shall include but not be limited
to:
I. wharfage charges, barging charges or other similar charges;
II. mooring charges or port duties incurred by the Seller which are for the
Buyer's account;
III. duties, taxes, charges, freights or other costs in the country where
delivery takes place, for which the Seller is accountable but which are for the
Buyer's account.
IV. In case of bunker supply in the ports of Russia, bunker supplied shall be
utilized outside of Russia territory. Should this condition be overlooked or
misjudged, the price for quantity of bunker consumed on the territory of Russia
is subject to VAT of 18%. Amount of bunker consumed on the territory of Russia
is to be defined by customs authority. Next calling port shall be outside of
Russia.
V. Should the Buyer cancel the order without mutually agreed reason, cancelation
fee should be 2% of cost of specific volume but in any case minimum $5000
lumpsum.


9. Payment
a. Payment for the Marine Fuels shall be made by the Buyer within 30 days after
the completion of delivery (fax or telex invoice is acceptable) unless otherwise
agreed in the Sales Contract. In the event payment has been made in advance of
delivery, same shall be adjusted on the basis of the actual quantities of Marine
Fuels delivered and additional payment/refund, as the case may be, shall be made
accordingly.
b. Payment shall be made in full, without set-off, counterclaim, deduction
and/or discount, free of bank charges in the manner and at the place indicated
on the respective invoice.
c. Payment shall be deemed to have been made on the date the payment is credited
to the account of the bank designated by the Seller and as such is available to
the Seller. If payment falls on a non-business day, then payment shall be made
on or before the business day nearest to the due date. If the preceding and
succeeding business day are equally near to the due date, then payment shall be
made on or before the preceding business day.
d. Any delay in payment shall entitle the Seller to claim an interest at the
rate of 2 % per month unless otherwise agreed in the Sales contract.


10. Claims
a. Any dispute as to the quantity delivered must be noted at the time of
delivery in the letter of protest referred to in Clause 7(c) above in order to
be admissible. Any claim as to short delivery shall be presented by the Buyer in
writing within 5 days from the date of delivery, failing which any such claim
shall be deemed to be waived and absolutely barred. Any check by the Buyer of
quantity delivered, at their own cost, shall not be taken into consideration
unless it is made by a specialist organization of international reputation
approved by the Seller and in the presence of a representative of the Seller who
is agreeable to its conclusions. Failing this acknowledgement, Seller' quantity
determination shall be conclusive.

b. I. Any claim as to the quality or description of the Marine Fuels must be
notified in writing with all documentary evidence promptly after the
circumstances giving rise to such claim have been discovered. If the Buyer does
not notify the Seller of any such claim within 20 days of the date of delivery,
then those circumstances shall be considered not to have been caused by any
deficiency in the quality or description of the Marine Fuels supplied and any
such claim shall be waived and absolutely barred.
II. In such event the parties hereto shall have the quality of the Marine Fuels
analyzed by a mutually agreed, qualified and independent laboratory. The Seller
shall provide the laboratory with one of the samples retained by them as per
Clause 5(d), other samples not taken according to the procedure defined in
clause 5 are inadmissible evidence and shall not be considered. If ISO grades
have been specified the analysis shall be established by tests in accordance
with ISO 8217:2017 or any subsequent amendments thereof. If non-ISO grades have
been agreed, tests will be made in accordance with standards corresponding to
the aforementioned ISO standards. Unless otherwise agreed the expenses of the
analysis shall be borne equally by the Seller and the Buyer. Both parties
expressly agree that the result of this joint quality inspection shall be final
and binding as evidence of quality of the product delivered.

III. Compatibility and Segregation - Responsibility for establishing
compatibility of Product delivered with any other product or products and for
segregating or co-mingling the same rests solely with the Buyer.

c. Limitation of Liability: Sellers’ liability is in any case limited to the
price of the Marine Fuels delivered to the Vessel. Liability for commercial
(such as, without limitation, demurrage claims, loss of profit or loss of
contract) and consequential damages (such as, without limitations, damages to
the vessels’ engines and installations), is excluded, unless the Seller acted
with intent to cause damage, or recklessly and with knowledge that damage would
probably result.

d. Any and all claims of the Buyer that have been notified to the Seller shall
become time-barred unless arbitration under clause 15 has been commenced and
served on the Seller within 12 (twelve) months from the date of delivery as
stated in the Bunker Delivery Receipt.

11. Risk/Title
Risk in the Marine Fuels shall pass to the Buyer once the Marine Fuels have
passed the flange connecting the Vessel's bunker manifold with the delivery
facilities provided by the Seller. Title to the Marine Fuels shall pass to the
Buyer upon payment for the value of the Marine Fuels delivered, pursuant to the
terms of Clause 9 hereof. Until such payment has been made, the Seller shall
have a right of lien over the Vessel for the value of the Marine Fuels
delivered. Until such time as payment is made on behalf of itself and the
Vessel, the Buyer agrees that it is in possession of the Marine Fuels solely as
Bailee for the Seller. If, prior to payment, the Seller’s Marine Fuels are
commingled with other marine fuels on board the Vessel, title to the Marine
Fuels shall remain with the Seller corresponding to the quantity of the Marine
Fuels delivered. The above is without prejudice to such other rights as the
Seller may have under the laws of the governing jurisdiction against the Buyer
or the Vessel in the event of non-payment

12. Termination
Without prejudice to accrued rights hereunder, either party shall be entitled to
terminate the Sales 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
I. the liquidation, winding up, bankruptcy, insolvency, dissolution,
administration or re-organization or similar, or
II. the appointment of a receiver, liquidator, trustee, administrator,
administrative receiver or similar functionary of the other party or all or a
substantial part of its assets (otherwise than for the purpose of a
reconstruction or amalgamation);
b. any suspension of payment, cessation to carry on business or compounding or
making any special arrangement with its creditors by the other party;
c. any act being done or event occurring which, under the applicable law hereof,
has a substantially similar effect to any of the said acts or events described
above.

13. Force Majeure
Neither the Buyer nor the Seller shall be responsible for any loss or damage
resulting from any delay or failure in delivery or receipt of Marine Fuels
hereunder due to fire, explosion mechanical breakdown, flood, storms,
earthquakes, tidal waves, war military operations, national emergency, civil
commotion, strikes or other differences with workmen or unions, or from any
delay or failure in delivery or receipt of Marine fuels hereunder when the
supplies of the Buyer or the Seller, or the facilities of production
manufacture, consumption, transportation, distribution of Buyer and Seller are
impaired by causes beyond Buyer' or Seller' control or by the order,
requisition, request or recommendation of any governmental agency or acting
governmental authority, or Buyer' or Seller' compliance therewith, or by
governmental proration, regulation or priority, or from any delay or failure due
to any causes beyond Buyer or Seller control similar to any such causes. When
such cause or causes exist, the party affected shall have the right, upon notice
to the other of the nature and probable duration of such cause or causes, to
restrict or cease deliveries or acceptance hereunder in fair and equitable
manner for the duration of such cause.

14. Safety and the Environment
In the event of any spillage (which for the purpose of this Clause shall mean
any leakage, escape, or overflow of the Marine Fuels) causing or likely to cause
pollution occurring at any stage of the bunkering operation, the Buyer or the
Seller shall jointly, and regardless as to whether the Buyer or the Seller is
responsible, immediately take such action as is necessary to effect clean up and
which shall always be conducted in accordance with such local laws and
regulations which may compulsorily apply.


15. Law and Arbitration
This Contract shall be governed by and construed in accordance with German law.
Any dispute against the Seller shall exclusively be decided by the competent
state courts at the place of delivery of the Marine Fuels.
Proceedings against the Buyer may be brought – in the Sellers sole option – at
any of the following courts:
- At the competent court at the Buyer’s place of business or registration; or
- At the competent court at the place of delivery of the Marine Fuels; or
- At any place where the Vessel is or was arrested for non-payment of the Marine
Fuels.
The competence of all other courts not named above is excluded.


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