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GENERAL TERMS AND CONDITIONS
Definitions of terms:
Throughout these Conditions, except where the context otherwise requires, the following definitions shall be applied:
Conditions - general conditions of bunkering of vessels concerning the supply of marine fuel to the Vessel(s), which are compulsory for both parties and their representatives (including the masters of the Vessels bunkered by the Supplier), which for each concrete Bunkering Operation shall be approved by the Inquiries, Offers, Nominations, Confirmations, Bills of Lading mentioned in these Conditions, and/or by other documents;
Marine Fuel - products derived from crude oil, delivered to the Vessel(s) under these Conditions;
Supplier - “VEXOil Bunkering” Ltd. as a Party of the Contract which in accordance with the Conditions sells and supplies the Marine Fuel to the Vessel(s), effecting the Bunkering of the Vessel(s) (in Riga or Ventspils port);
Bunker Tanker - bunker barge or tanker or tank truck supplying Marine Fuel to the Vessel(s) under these Conditions;
Vessel(s) - vessel or vessels to which the Marine Fuel is delivered under these Conditions;
Bunkering - the supply (selling and delivery) of Marine Fuel to the Vessel(s);
Inquiry - the document which the Buyer sends to the Supplier (by regular mail, e-mail, fax or with a courier), confirming the Buyer’s intention to order and effect the bunkering of the Vessel(s) under these Conditions;
Offer - the Supplier’s offer to the Buyer to effect under these Conditions the bunkering of the Vessel(s), maid by telephone or by the letter (official document), which the representative of the Supplier sends to the Buyer (by regular mail, e-mail, fax or with a courier);
Nomination - a document which the Buyer sends to the Supplier (by regular mail, e-mail, fax or with a courier) and which also confirms the Buyer’s will to effect the bunkering of the Vessel(s) under these Conditions, as well as the Buyer’s obligation to accept and pay according to these Conditions for the bunkering of the Vessel(s) mentioned in the Nomination;
Bunkerorder Confirmation - the document which the Supplier sends to the Buyer (by regular mail, e-mail, fax or with a courier) and which confirms the Supplier’s will to effect the bunkering of the Vessel(s) specified in the Nomination, and the Buyer’s obligation to accept and pay for the bunkering of the Vessel(s) under these Conditions;
Bunker Receipt - the document which confirms that the Marine Fuel is delivered to the Vessel , made in 4 (four) copies, each of them to be signed by the representative of the Supplier and, as the Buyer’s representative, by the master of the Vessel bunkered basing on the Nomination and Bunkerorder Confirmation in accordance with these Conditions. The first copy of the Bunker Receipt is retained by the Supplier, the second copy is sent to the Buyer (by regular mail, e-mail, fax or with a courier), the third copy remains at the Bunker Tanker, and the fourth copy of the Bunker Receipt is submitted by the representative of the Supplier to the corresponding Latvian Customs office;
Bill of Lading - the document which alike the Bunker Receipt confirms that the Marine Fuel is delivered to the Vessel specified in it. Bill of Lading is made in 4 (four) copies, each copy to be signed by the representative of the Supplier and the master of the Vessel bunkered basing on the Nomination and Bunkerorder Confirmation under these Conditions, as the Buyer’s representative. The first copy is retained by the Supplier, the second copy is sent to the Buyer (by regular mail, e-mail, fax or with a courier), the third copy remains at the Bunker Tanker, and the fourth copy of the Bunker Receipt is submitted by the representative of the Supplier to the corresponding Latvian Customs office;
Invoice - the financial document which confirms that the Marine Fuel is delivered to the Vessel specified in the attached Bunker Receipt and Bill of Lading, and basing on which the Buyer has to pay for Bunkering of the Vessel(s) specified in it under these Conditions;
Other Documents - different documents including the corresponding Customs Declarations and /or other documents received by the Supplier and/or Buyer by regular mail, e-mail, fax, or with a courier, and/or documents sent by the Supplier to the Buyer and/or by the Buyer to the Supplier by regular mail, e-mail, fax or with a courier, which make precise the details of performing the Conditions and confirms the essence of the Contract concerning the bunkering of the Buyer’s Vessel(s) and/or affirms the fulfillment, non-fulfillment or improper fulfillment of these Conditions.
1. Subject
In accordance with these Conditions the Supplier delivers Marine Fuel at the Vessel(s) indicated by the Buyer, performing the Bunkering of the Vessels in Riga or Ventspils Freeport Waters, but the Buyer receives the delivery and pays the Supplier for the effected delivery of Marine Fuel (Bunkering of the Vessel(s)).
2. General Regulations
2.1. The Conditions are compulsory for all Marine Fuel deliveries maid by the Supplier at the Vessel(s) by its Bunker Tankers, except when the Supplier determines otherwise in the corresponding Bunkerorder Confirmation for the concrete contract.
2.2. The Conditions are the general terms and conditions of any contract concluded by the Supplier concerning the Bunkering of the Vessels with any Buyer (hereinafter – the Contract), and its conclusion and the essence of the obligations of each Party to perform it is confirmed by the corresponding documentation (Inquiries, Offers, Nominations, Bunkerorder Confirmations, Bills of Lading, Invoices and/or other documents).
2.3. Corresponding Inquiry, Offer, Nomination, Bunkerorder Confirmation, Bill of Lading, Invoice and/or other documents applies to each concrete Bunkering.
3. Grades and Quality of Marine Fuel
3.1. The Buyer shall have the sole responsibility for the nomination of the grades of Marine Fuel suitable and/or necessary for the Vessel, which is indicated by the Buyer or its representative in the Nomination.
3.2. The Supplier warrants that the Marine Fuel shall be of homogeneous and stable nature, shall comply with the grade(s) nominated by the Buyer or its representative in the Nomination, and be of a satisfactory quality.
3.3. Unless otherwise agreed in the Bunkerorder Confirmation, the Marine Fuel shall in all respects comply with ISO Standard 8217:1996E or any subsequent amendments thereof.
4. Measurements of the Quantity of Marine Fuel
4.1. The quantity of Marine Fuel delivered at the Vessel shall be determined from the official gauge or meter of Bunker Tanker delivering the Marine Fuel at this Vessel, or in case of delivery ex wharf, of the shore-meter.
4.2. The Buyer and the Supplier shall both have the right to be present or represented when such measurements are taken and shall be given sufficient information and access to the official gauge or meter of the Bunker Tanker and/or shore-meter and relevant documentation to verify the volume of Marine Fuel delivered to the relevant Vessel(s).
4.3. The quantity of Marine Fuel to be delivered under these Conditions shall be measured and calculated in accordance with the ISO-ASTM-API-IP Petroleum Measurement Tables.
5. Sampling
5.1. The Buyer’s representative and/or the Master of the receiving Vessel shall perform the sampling of each grade of Marine Fuel only throughout the entire bunkering operation and each sample shall be thoroughly mixed and carefully divided into four (4) identical samples (hereinafter – Sampling).
5.2. The Sampling shall be performed in only the presence of the representatives of the Supplier and/or Buyer.
5.3. The absence of the representative of the Buyer shall not prejudice the validity of the samples taken.
5.4. The samples shall be drawn at a point, to be mutually agreed between the Supplier and the Buyer, closest to the receiving Vessel’s bunker manifold.
5.5. The sample shall be drawn using a mutually accepted sampling device which shall be constructed, secured and sealed in such a way so to prevent the sampling device and the sample being tampered until the performing of Conditions under the correspondent Bunkering.
5.6. The four (4) identical samples referred to in the clause 4.1. shall be securely sealed and provided with labels signed by the representative of the Supplier and the Master of the receiving Vessel (or his representative), showing:
5.6.1. the receiving Vessel’s name and IMO number;
5.6.2. identity of the delivery facility;
5.6.3. the name of Marine fuel kept in the Sample;
5.6.4. date and place of the correspondent delivery;
5.6.5. point of sampling;
5.6.6. seal numbers, authenticated with the receiving Vessel’s stamp.
5.7. Two of the four samples referred to in the sub-clauses 5.1. and 5.6. of the Conditions shall be retained by the Supplier for minimum 30 (thirty) days after the corresponding delivery to the Vessel, or, on being requested in writing by the Buyer, for as long as the Buyer may reasonably require, and the other two samples shall be retained by the receiving Vessel.
5.8. If the quantity is delivered by more than one Bunker Tanker, the sampling procedure shall be repeated as outlined in the sub-clauses 5.1.-5.7. of these Conditions.
6. Delivery
6.1. Delivery of the Marine Fuel (hereinafter – Delivery) shall be made day and night, Sundays and holidays included, at the port or place of Delivery, subject always to the custom of that port or place.
6.2. The Buyer or the Buyer’s representative (agent) at the port or place of Delivery shall give the Supplier or the Supplier’s representative at the port or place of delivery, 72 and 48 hours approximate and 24 hours definite notice of the Vessel’s arrival and the location and the time at which the delivery is required.
6.3. The Supplier shall:
6.3.1. be in possession of all permits required to comply with all relevant regulations pertaining to delivery of Marine Fuel at Riga or Ventspils Freeport waters;
6.3.2. subject to local laws, render all necessary assistance which may be reasonably required to make connections and disconnections between the delivery hose(s) and the Vessel’s bunker manifold.
6.4. 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 hoses(s) are properly connected to the Vessel’s bunker manifold prior to the commencement of supply of Marine Fuel to the Vessel (hereinafter – Supply).
6.5. The Buyer shall ensure that the Vessel(s) is(are) in possession of all certificates required to comply with all relevant regulations pertaining to delivery of the Marine Fuel at the port or place of delivery and that the Master of the Vessel shall:
6.5.1. prior to Supply, advice the Supplier in writing of the maximum allowable pumping rate and pressure during the Supply (hereinafter – Pumping) and emergency Pumping shut-down procedures;
6.5.2. notify the Supplier in writing, prior to Supply, of any special conditions, difficulties, peculiarities, deficiencies or defects in respect of and particular to the Vessel which might adversely affect the process of Supply (Pumping) of the Marine Fuel to this Vessel;
6.5.3. provide a free side to receive the Marine Fuel throughout the Delivery and render all necessary assistance which may reasonably be required to moor or unmoor the Bunker Tanker and the Vessel.
7. Documentation
7.1. The Inquiry shall contain the following information:
7.1.1. the name of the Supplier and its representative with whom the Buyer or its representative is negotiating concerning the Bunkering of the Vessel;
7.1.2. the Buyer’s name, the name of its agent, the Buyer’s postal address, telephone number(s), mobile telephone number(s), telex, fax, e-mail address, as well as the name of the Buyer’s representative, who is negotiating with the representative of the Supplier concerning the Bunkering of the Vessel;
7.1.3. the date, time and place of sending the Inquiry to the Supplier;
7.1.4. the name and (if possible) IMO number of the Vessel to be bunkered;
7.1.5. the name of the place of Bunkering (in Riga or Ventspils Freeport waters) and the date when the Bunkering is to be effected;
7.1.6. the grade, basic description and the price (or price formula) of Marine Fuel necessary for Bunkering;
7.1.7. the terms of Bunkering (according to Incoterms 2000);
7.1.8. the payment terms guaranteed by the Buyer.
7.2. The Offer shall contain:
7.2.1. the name of the Buyer and/or its agent, the name of its representative who is negotiating concerning the Bunkering with the representative of the Supplier;
7.2.2. the name of the Supplier and its representative with whom the representative of the Buyer is negotiating concerning the Bunkering;
7.2.3. the date and time when the Buyer’s Inquiry was received by the Supplier;
7.2.4. the date and time when the Supplier’s Offer was sent to the Buyer;
7.2.5. the name of the Vessel to be bunkered;
7.2.6. the place (in Riga or Ventspils Freeport waters) and the date when the Bunkering needs to be effected;
7.2.7. the grade, basic description, quantity and the price (or price formula) of Marine Fuel offered for the Bunkering;
7.2.8. the additional costs of Bunkering referred to in the clause 8.2. and is to be included in the Bunkerorder Confirmation and the Invoice;
7.2.9. the terms of Bunkering (according to Incortems 2000);
7.2.10. the payment terms offered for Bunkering.
7.3. The Nomination shall contain:
7.3.1. the Supplier’s name and the name of its representative with whom the representative of the Buyer has agreed about the terms of the Bunkering of the Vessel specified in the corresponding Nomination;
7.3.2. the Buyer’s name and the name of its agent, its postal address, telephone number(s), mobile telephone number(s), telex, fax, e-mail address, the name of the Buyer’s representative with whom the terms of the Bunkering were agreed by the representative of the Supplier;
7.3.3. the date and time when the Nomination was sent to the Supplier;
7.3.4. the name and (if possible) IMO number of the Vessel for which the Bunkering is ordered;
7.3.5. the place (in Riga or Ventspils Freeport waters) and the date of the ordered Bunkering, agreed by the Supplier;
7.3.6. the grade, basic description and the quantity of Marine Fuel ordered by the Buyer and confirmed by the Supplier, the price (or the price formula), which the Buyer guarantees to pay for the effecting of the Bunkering ordered, as well as the additional costs for the Bunkering referred to in the sub-clause 8.2., which are to be included in the Bunkerorder Confirmation and the Invoice, and which the Buyer warrants to pay;
7.3.7. the conditions of the ordered Bunkering agreed by the Supplier (according to Incoterms 2000);
7.3.8. the payment term agreed with the Supplier during which the Buyer undertakes to pay for effecting of the Bunkering ordered, together with additional costs (referred to in the sub-clause 8.2.) included in the Bunkerorder Confirmation and the Invoice.
7.4. Bunkerorder Confirmation shall contain:
7.4.1. the name of the Buyer and/or its agent, the name of the representative with whom the representative of the Supplier is negotiating concerning the ordered Bunkering;
7.4.2. the name of the Supplier and his representative who is negotiating with the representative or agent of the Buyer concerning the ordered Bunkering;
7.4.3. the date and time when the Nomination was received by the Supplier;
7.4.4. the date, time and place of sending the Bunkerorder Confirmation to the Buyer;
7.4.5. the name of the Vessel specified in the Nomination;
7.4.6. the place and time of effecting the ordered Bunkering;
7.4.7. the grade, basic characteristics, quantity and the agreed price (or price formula) of the Marine Fuel necessary for the ordered Bunkering, as well as the additional costs of the Bunkering referred to in the sub-clause 8.2., which is also to be paid by the Buyer;
7.4.8. the terms under which the ordered Bunkering is to be effected (according to “Incoterms 2000”);
7.4.9. the payment terms during which the Buyer is bound to pay for the Bunkering effected in accordance with his order, together with the additional costs referred to in the sub-clause 8.2.
7.5. The Bunker Receipt shall contain:
7.5.1. the identification number of this Bunker Receipt given by the Supplier;
7.5.2. the place and the date of effecting the Bunkering of the Vessel specified in this Bunker Receipt, which is made and signed to confirm this Bunkering;
7.5.3. the name, postal address, telephone number(s), mobile telephone(s), telex, fax, e-mail and the banking details of the Supplier;
7.5.4. the name and the port of registry (flag) of the Vessel specified in this Bunker Receipt and to be bunkered according to the corresponding Nomination and/or Bunkerorder Confirmation, as well as the IMO number of this Vessel;
7.5.5. the name of the Bunker Tanker delivering the Marine Fuel to the Vessel according to this Bunker Receipt and the corresponding Nomination and/or Bunkerorder Confirmation;
7.5.6. the reference to the Nomination and/or Bunkerorder Confirmation correspondent to this Bunker Receipt;
7.5.7. the grade, basic characteristics and the quantity of the Marine Fuel delivered to the Vessel according to this Bunker Receipt, Nomination an/or Bunkerorder Confirmation;
7.5.8. the signatures and the seals of the representative of the Supplier and the Master of the Vessel or his authorized representative, which confirm the completing of the Bunkering according to this Bunker Receipt, corresponding Nomination and/or Bunkerorder Confirmation.
7.6. Bill of Lading shall contain:
7.6.1. the identification number of this Bill of Lading given by the Supplier;
7.6.2. the place and the date of effecting the Bunkering of the Vessel specified in this Bill of Lading, which is made and signed to confirm this Bunkering;
7.6.3. the name, postal address, telephone number(s), mobile telephone(s), telex, fax, e-mail and the banking details of the Supplier;
7.6.4. the name of the Buyer who ordered the Bunkering of the Vessel specified in this Bill of Lading and has to pay for this Bunkering (together with the additional costs referred to in the clause 8.2. );
7.6.5. the name and the port of registry (flag) of the Vessel specified in this Bill of Lading and the corresponding Nomination and/or Bunkerorder Confirmation, as well as the IMO number of this Vessel;
7.6.6. the name of the Bunker Tanker delivering the Marine Fuel to the Vessel specified in this Bill of Lading and the corresponding Nomination and/or Bunkerorder Confirmation;
7.6.7. the grade and the quantity of the Marine Fuel delivered to the Vessel according to this Bill of Lading, Nomination and/or Bunkerorder Confirmation;
7.6.8. the signatures and the seals of the representative of the Supplier and the Master of the Vessel or his authorized representative, which confirm the completing of the Bunkering according to this Bill of Lading, corresponding Nomination and/or Bunkerorder Confirmation.
7.7. The Invoice shall contain:
7.7.1. the identification number of this Invoice given by the Supplier;
7.7.2. the name, postal address, telephone number(s), telex(es), fax(es) and e-mail(s) of the Supplier;
7.7.3. the name and the postal address of the Buyer who has to pay for the Bunkering specified in the Invoice (together with the additional costs referred to in the sub-clause 8.2., if such are mentioned in the Invoice and the corresponding Nomination and/or Bunkerorder Confirmation);
7.7.4. the date when the Bunkering of the Vessel specified was effected;
7.7.5. the name of the Vessel specified in this Invoice and the corresponding Nomination and/or Bunkerorder Confirmation;
7.7.6. the name of the Bunker Tanker which delivered the Marine Fuel to the Vessel;
7.7.7. the reference to the Nomination and/or Bunkerorder Confirmation correspondent to this Invoice;
7.7.8. the grade, the quantity and the price of the Marine Fuel delivered to the Vessel according to this Invoice, Nomination and/or Bunkerorder Confirmation;
7.7.9. the amount of money which the Buyer is to pay to the Supplier in accordance with this Invoice under these Conditions;
7.7.10. the term of payment the amounts specified in this Invoice (according to the Conditions);
7.7.11. the banking details which the Buyer has to use for paying the amounts specified in this Invoice under these Conditions;
7.7.12. the signatures of the representatives of Supplier and the Supplier’s seal.
7.8. After the quantities of the delivered Marine Fuel are measured, the corresponding Bunker Receipt shall be signed by the Master of the Vessel or his authorized representative as the confirmation of the actual volume and the actual delivery temperature. This signed Bunker Receipt shall be returned to the Supplier and its duplicate shall be retained by the Master of the Vessel.
7.9. In the event the Master of the Vessel is not satisfied with the sampling, quantity, quality or any other matter concerning the Marine Fuel or its Delivery, he shall make appropriate remarks in the Bunker Receipt either detailing the complaints or referring to a separate letter of protest to be issued and delivered to the Supplier immediately. Estimating the details provided in this letter, the results of the analysis of the Marine Fuel samples retained by the Supplier and the Buyer shall be taken into consideration.
8. Price
8.1. The price of the Bunkering shall be the price of the Marine Fuel delivered to the Vessel(s) expressed per unit and in the currency stated in the Bunkerorder Confirmation for each grade of Marine Fuel delivered to the Vessel(s).
8.2. Any additional charges, if applicable, to be included in the Invoice, shall be specified in the Bunkerorder Confirmation and shall include but not be limited to:
8.2.1. wharfage charges, barging charges and/or other similar charges;
8.2.2. mooring charges or port dues and/or other similar charges;
8.2.3. duties, taxes, charges or other costs in the country where Delivery takes place.
9. Payment
9.1. Payment for each Bunkering shall be made by the Buyer (or by his authorized representative) within 30 (thirty) days after the completion of Bunkering, or, if for certain Bunkering otherwise agreed between the Supplier and the Buyer, within the number of days stated in the corresponding Bunkerorder Confirmation and Invoice before or after the completion of Bunkering.
9.2. In the event the Payment has been made in advance of the completion of the Bunkering, an additional payment for the settlement of this Payment shall be made within 30 (thirty) days after the completion of Bunkering basing on the corresponding additional Supplier’s Invoice or, in the event the Buyer has overpaid for the corresponding Bunkering, the Supplier shall return the overpaid amount (hereinafter – Compensation) within 30 (thirty) after receiving the Buyer’s Invoice, which shall be agreed in advance with the Supplier.
9.3. The Payment for each Bunkering (hereinafter – the Payment) shall be maid in full amount, without set-off, counterclaim, deduction and/or discount, with the obligatory condition that all bank charges for the transfer shall be paid by the Buyer or by his authorized payer.
9.4. Payment shall be deemed to have been made on the date the payment is credited in full amount to the bank account designated by the Supplier.
9.5. If the day of the payment falls in a non-business day, then payment shall be made on the day nearest to the due date, but if the preceding and the succeeding business day are equally near to the due date, then the payment shall be made on the preceding business day.
9.6. In the event the Payment is delayed by the Buyer, the penalty fee shall be paid by him at the rate of 0,5 per cent per each day of the delay.
9.7. In the event the Supplier delays to pay the Compensation, the penalty fee shall be paid by him at the rate 0,1 per cent per each day of the delay.
10. Claims
10.1. Any dispute as to the quantity of Marine Fuel delivered must be noted at the time of Delivery in the corresponding Bunker Receipt or in the letter of protest referred to in the sub-clause 7.9. Any claim as to short delivery shall be presented by the Buyer in writing within 5 (five) days from the date of Delivery, failing which any such claim shall be deemed to be waived and barred.
10.2. The Buyer shall be charged for all proven additional expenses, incurred by the Supplier in connection with the Buyer’s failure to take the Delivery in full quantity of the Marine Fuel ordered by the Buyer.
10.3. Any claim as to the quality or description of the Marine Fuel must be notified in writing, as per sub-clause 7.9. of the Conditions promptly after the circumstances giving rise to such claim have been discovered. If the Buyer do not notify the Supplier of any such claim within 30 (thirty) days of the date of delivery, such claim shall be deemed to be waived and barred.
10.4. In the event the claim is raised pursuant to sub-clause 10.3. of the Conditions, the parties hereto shall have the quality of the Marine Fuel analyzed by a mutually agreed, qualified and independent laboratory, keeping to the following conditions:
10.4.1. the Supplier shall provide the laboratory with one of the samples retained by him as per sub-clause 5.7. of these Conditions;
10.4.2. if ISO grades have been specified in the corresponding Bunker Receipt, the analysis of the Marine Fuel shall be established by tests in accordance with ISO Standard 8217:1996E and any subsequent amendments thereof;
10.4.3. if ISO grades have not been specified in the corresponding Bunker Receipt, the tests of Marine Fuel will be made in accordance with standards corresponding to the aforementioned ISO standards;
10.4.4. unless otherwise agreed by the Supplier and the Buyer in the corresponding Nomination and/or Bunkerorder Confirmation, the expenses of the analysis of Marine Fuel shall be for the account of the party whose claim is found wrong by the analysis results.
10.5. In the event of any delay resulting from the Buyer’s failure to give proper notices and/or to comply with the notices given pursuant to the sub-clause 6.2. and/or sub-clauses 6.5.1.-6.5.3., the Buyer is to pay the compensation within 5 (five) days from the receiving of corresponding Supplier’s claim and/or Invoice for all additional expenses and/or losses beard by the Supplier in full amount.
10.6. In the event of any delay of the completion of the Bunkering pursuant to the corresponding Nomination and/or Bunkerorder Confirmation (if the demands of the sub-clause 6.2. and the sub-clauses 6.5.1.-6.5.3. were properly fulfilled), the Supplier is to compensate the Buyer all direct losses caused by it in full amount.
10.7. Neither party hereto shall be liable for indirect or consequential losses arising from this Contract.
11. Risk/Title
11.1. All risks in the Marine Fuel shall pass to the Buyer once the Marine Fuel has passed the flange of the Vessel bunkered connecting the Vessel’s manifold with the delivery facilities provided by the Supplier.
11.2. Title to the Marine Fuel delivered to the Vessel specified in the corresponding documentation shall pass to the Buyer upon payment for the value of the Marine Fuel delivered in full amount.
11.3. If, prior to payment, the Marine Fuel is commingled with other marine fuel on board the Vessel, title to the Marine Fuel shall remain with the Supplier corresponding to the quantity of the Marine Fuel delivered to this Vessel, and the above is without prejudice to such rights as the Supplier may have against the Buyer or the Vessel in the event of non-payment.
12. Termination
12.1. Without prejudice to accrued rights hereunder, either party hereto (hereinafter – the Party) shall be entitled to terminate the Contract in the event of:
12.1.1. any application being made or any proceedings being commenced, or any order or judgement being given by any court, for
12.1.1.1. liquidation, winding up, bankruptcy, insolvency, dissolution, administration or reorganization of the Party or similar;
12.1.1.2. the appointment of a receiver, liquidator, trustee, administrator, administrative receiver or similar functionary of all or a substantial part of its assets(otherwise than for the purpose of a reconstruction or amalgamation);
12.1.2. the other Party ceasing to carry on the Contract or refusing to carry on the Contract, or compounding or making any special agreement with its creditors;
12.1.3. any act being done or event occurring which, under the applicable law thereof, has a substantially similar effect to any of the said acts or effects described above in the sub-clauses 12.1.1.1. and 12.1.1.2.
12.2. the Contract is deemed to be cancelled from the date when the Party has sent the other Party corresponding letter concerning the termination of the Contract (by regular mail and/or with a courier, by e-mail or fax), but only when the payment obligation under this Contract for the completed Bunkering and/or for the compensation of losses stated by the Contract are made in full amounts.
13. Force Majeure
13.1. Neither party hereto shall be responsible for any loss, damage, delay or failure in performance under these Conditions (Contract) resulting from an act of God, or the port of delivery being affected by war, civil commotion, riot, quarantine, strike, stoppage, lock-out or any other event whatsoever which cannot be avoided or guarded against by the exercise of due diligence.
13.2. In the event the Party cannot perform the Conditions in the result of Force Majeure circumstances, this Party without delay shall notify the other Party about the beginning and the end of these circumstances, and within 10 (ten) days from the beginning of Force Majeure circumstances shall provide the other Party with the confirmation hereof issued by corresponding competent state institution, otherwise this Party can not be entitled to plead this circumstances and will not be dispensed from the liability stated in the sub-clause 3.1.
14. Safety and Environment
14.1. In the event of any spillage (which for the purpose of this clause shall mean any leakage, spillage or overflow of the Marine Fuel) causing or likely to cause pollution occurring at any stage of the bunkering operation, the Buyer and the Supplier shall jointly, and regardless as to whether the Buyer or the Supplier is responsible, immediately take such actions as are reasonably necessary to effect clean up and which shall always be conducted in accordance with such local laws and regulations which may compulsorily apply.
14.2. Where it is a compulsory requirement of the law of the port or place of delivery of the Marine Fuel that the Supplier shall have in place their own oil split contingency plans, the Supplier shall ensure that valid oil split contingency plans approved by the relevant authorities are in effect to the extent that is so required.
14.3. The supplier hereby guarantee payment of and/or agree to indemnify and hold the Buyer harmless for any claims, losses, damages, expenses, penalties or other liabilities incurred by the Buyer under the United States Oil Pollution Act of 1990, or other state, national or international oil pollution legislation, as a result of any spillage occurring whilst the Marine Fuel is being transported directly or indirectly to or from the Vessel’s bunker manifold except the extend that such spillage is caused by any fault on the part of the Buyer. The Buyer shall similarly indemnify the Supplier where any such spillage occurs once risk in the Marine Fuel has passed to the Buyer except to the extent that such spillage is caused by any fault on the part of the Supplier.
14.4. The supplier shall use their best endeavours to ensure that the bunker supplying company is fully insured for oil spill liabilities as required by statutory rules or regulations. If such coverage or insurance is not obtained by the bunker supplying company it shall be the sole responsibility of the Supplier to establish such coverage for their account. Proof and conditions of such coverage, whether established by the bunker supplying company or by the Supplier shall be made available to the Buyer at their request, as soon as practically possible.
14.5. The Buyer hereby advises the Supplier that they enforce a company drug and alcohol policy at its premises sand on board its vessels, whereby the Supplier’s personnel must not be intoxicated at any time on board and at these premises. It is understood and agreed that the selling, possession, distribution, use or being under the influence of any controlled substance or dangerous drugs other than those medically prescribed is prohibited.
15. Dispute resolution
15.1. These Conditions (Contract) shall be governed by and construed in accordance with Latvian law (the law of the country of the Supplier and the effecting of Bunkering) and any dispute arising out of or in connection with these Conditions (Contract) shall be referred to negotiations within 10 (ten) days from its arising, but in the event the agreement in connection with this dispute has not been achieved by these negotiations, this dispute shall be referred to court of arbitration in Riga (Latvia), at the choice of the plaintiff, in accordance with the Rules, Regulations and/or Articles of this court of arbitration and the Latvian law. The reference shall be to one arbitrator, appointed by this court of arbitration, in writing process. If the defendant does not give the notice of the recognition of the claim within the time period stated by the arbitrator, the claim shall be deemed to be recognized by the defendant; or, at the choice of the plaintiff, in court according to the Latvian law in common order.
15.2. In the event of a dispute between the Parties in respect of which arbitration has been commenced in the court of arbitration mentioned above, the following shall apply:
15.2.1. either Party may at any time call to conciliation of the dispute by a written notice (hereinafter – Conciliation Notice) containing the terms of this conciliation;
15.2.2. the other Party shall thereupon within 10 (ten) calendar days of receipt of the Conciliation Notice confirm in writing that it agrees to conciliation under the terms specified in the Conciliation Notice, or, by written notice, offer its own terms of conciliation;
15.2.3. in case the other Party does not agree to conciliate, that fact may be brought to the attention of the court of Arbitration (hereinafter – Tribunal), and may be taken into account by the Tribunal in resolution the dispute between the Parties;
15.2.4. the conciliation shall not affect the right of either Party to seek such relief or take such steps as it considers necessary to protect its interests;
15.2.5. either Party may advise the Tribunal that they have agreed to conciliation, but in this case the arbitration procedure shall continue during the conduct of the conciliation but the Tribunal may take the conciliation timetable into account when setting the timetable for steps in the arbitration;
15.2.6. unless otherwise agreed or specified in the conciliation terms, each Party shall bear its own costs incurred in the conciliation and the Parties shall share equally the costs of carrying out the process of conciliation in the Tribunal;
15.2.7. the conciliation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extend that they are disclosable under the law and the procedure governing the court of arbitration.
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