11.1

Any dispute as to shortage in quantity must be noted at the time of delivery on the bunker receipt or in a letter of protest. Any claims as to short delivery shall be presented by Buyer’s in writing, fully substantiated, within twenty-four (24) hours from the time of delivery together with all documents supporting Buyer’s claim, failing with any such claim shall be waived and barred.

11.2

The Buyer shall be charged for all proven additional expenses incurred by the Seller in connection with the Buyer’s failure to take delivery of the full quantity of the Marine Fuels ordered by the Buyer.

11.3

Any claim as to the quality of the Marine Fuels must be notified to Seller in writing promptly after the circumstances giving rise to such claim have been discovered. If the Buyer do not notify the Seller of any such claim within fifteen (15) Days of the date of delivery, such claim shall be deemed to be waived and barred.

11.4

In the event the Buyer present a timely claim under Sub-clause 11.3, the Buyer shall within three (3) Months of the date of such claim provide all supporting documentation for such claim. Failing to do so such claim shall be deemed waived and barred.

11.5

In the event a quality claim is raised pursuant to this Sub-clause, the Parties hereto shall have the quality of the Marine Fuels analyzed by a mutually-agreed, qualified and independent international recognized laboratory. The Seller shall designate a minimum of two (2) such laboratories, and Buyer shall choose one laboratory from those designated for a final and binding test. The Seller shall provide the laboratory with one of the samples retained by them as per Sub-clause 4.4. The analysis shall be established by tests in accordance with those specified under ISO Standard 8217(E):2005 or equivalent and only the parameters in dispute shall be tested. Unless otherwise agreed the expenses of the analysis shall be for the account of the Party whose
claim is found wrong by the analysis.

11.6

Any notice of a claim regarding delay must be given to the Seller no later than fifteen (15) Days of the date of delivery, together with all documents supporting Buyer’s claim, failing which any such claim shall be waived and barred.

11.7

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 Sub-clause 6.3 and/or the Buyer’s Vessel failing to receive Marine Fuels at the pumping rate referred to in Sub-clause 6.6 or the Seller’s failure to commence delivery of the Marine Fuels promptly in accordance with the Buyer’s required delivery time as notified pursuant to Sub-clause 6.3, except as provided in Clause 6.5, and/or the Seller’s failure to deliver the Marine Fuels in accordance with the minimum hourly pumping rate as advised prior to delivery, then the Party suffering such delay shall be entitled to compensation from the other Party for such delay.

11.8

In the event the Buyer fails to take delivery within the date or range of dates for delivery confirmed in the Bunker Confirmation, the Seller can choose to deliver to the Buyer on a date of the Seller’s choice at the price stated in the Bunker Confirmation plus any additional costs incurred by the Seller in delivering on a date other than the date or range of dates confirmed in the Bunker Confirmation, hereunder any additional costs due to
an increase in the relevant Platt’s publications or similar quotation, which may be obtained from the Seller upon request accept a new date or range of dates for delivery of the Marine Fuels as the basis of a new contract for which a new price can be agreed upon with the Buyer, or terminate the
Contract and the Buyer shall pay to the Seller any costs resulting from such cancellation.

12.1

The Seller’s total liability to the Buyer for any and all categories of loss and/or damages of whatsoever kind and type shall not exceed the total purchase price of the provision of the Marine Fuel that is the subject of the claim. This limitation of the Seller’s liability to the Buyer shall apply regardless of whether that liability arises in contract, tort or any other way whatsoever and shall be in addition to any other exclusions or limitations available to Seller under law.

12.2

The Seller shall have no liability under this Clause 12 unless and until the Seller has received full payment from the Buyer of all sums due under this Contract.

12.3

Neither party hereto shall be liable, whether in contract, tort or any way whatsoever, for any indirect, special, punitive, exemplary, incidental or consequential losses, damages or expenses of any kind.

12.4

In addition, and for clarification, the Seller shall not be liable for any of the following; loss of actual, projected and/or prospective profits, anticipated costs savings, loss of other contracts or financial or economic loss; and/or except as provided in Clause 11.3, any demurrage, detention and/or off-hire.

12.5

Seller and Buyer recognize the risks inherent in ship to ship operations and that the decision to proceed with such operations is in the sound discretion of the Masters of the vessels involved. It therefore is agreed that; Buyer assume all liability for any loss or damage to Buyer’s Vessel or injury to the crew thereon caused by any condition of the Bunker Tanker or any fault of the Master or crew of the Bunker Tanker and Buyer shall indemnify and defend Seller against all such liability.

12.6

Seller assumes all liability for any loss or damage to the Bunker Tanker or injury to the crew thereon caused by any condition of Buyer’s Vessel or any fault of the Master or crew of Buyer’s Vessel and Seller shall indemnify and defend Buyer against all such liability.

12.7

Where claims arise under any other Clause of this Contract, compensation payable shall be deducted from sums payable under this Clause 12.

13.1

Risk of loss and all responsibility for any damage caused by or to the Marine Fuels shall pass to the Buyer once the Marine Fuels have passed the Seller’s flange connecting the Vessel’s bunker manifold to the delivery facilities provided by the Seller.

13.2

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 time as payment is made, on behalf of themselves and the Vessel, the Buyer agree that they are in possession of the Marine Fuels solely as Bailee for the Seller, and shall not be entitled to use the Marine Fuels delivered other than for the propulsion of the Vessel, nor mix, blend, sell, encumber, pledge, alienate, or surrender the Marine Fuels to any third party or other Vessel. The Seller shall have a lien on the Marine Fuels to secure the purchase price, and the Buyer agree that upon demand the Seller may remove the Marine Fuels from the Vessel without judicial intervention if the purchase
price is not timely paid.

13.3

The Seller’s right to remove the Marine Fuels set forth in Clause 13.2 is not an exclusive remedy and is in addition to any other legal rights the Seller may have under this Contract.

14.1

Without prejudice to accrued rights hereunder, the Seller shall be entitled to terminate this Contract in the event of any application being made, or any proceedings being commenced, or any order or judgement being given by any court, for the liquidation, winding up, bankruptcy, insolvency, dissolution, administration or reorganization or similar, or the appointment of a receiver, liquidator, trustee, administrator, administrative receiver or similar functionary of the Buyer of all or a substantial part of its assets (otherwise than for the purpose of a reconstruction or amalgamation).

14.2

The Buyer or any of their affiliates failing to pay their debts as they become due or suspending payment of their financial obligations, ceasing to carry on business, or compounding or making any special arrangement with their creditors or 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 events described above

16.1

Except in relation to payment obligations under this Contract, neither Party shall be responsible to the other for any loss, damage, delay or failure in performance of obligations required of them under this Contract, resulting from an Act of God, war, civil commotion, riot, quarantine, strike, stoppage, lock-out or labour dispute, arrest, restraint of princes, rulers and people, piracy, acts of terrorism, trade restrictions, fire and explosion, accident, any government or lawful authority requisition, control, intervention, requirement, order or interference or any other event whatsoever which is beyond the control of Parties and cannot be avoided or guarded against by the exercise of due diligence.

16.2

In addition, the Seller shall not be liable for loss, damage, delay or failure by it to perform all or any part of its obligations under this Contract resulting from:

16.2.1

delay of the Bunker Tanker en-route from the load port to the delivery location due to breakdown or bad weather and/or visibility; or

16.2.2

shortage or delay in the delivery of the Marine Fuels to the Bunker Tanker at the load port due to the producing, manufacturing and/or blending of the Marine Fuels outside the load port or the transportation of the Marine Fuels to the load port which is beyond the control of the Seller.

17.1

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

17.2

Where it is a compulsory requirement of the law of the port or place of delivery of the Marine Fuels that the Seller shall have in place their own oil spill contingency plans, the Seller shall ensure that valid oil spill contingency plans approved by the relevant authorities are in effect to the extent that is so required.

17.3

The Seller hereby guarantees payment of and/or agrees 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 before risk of loss and responsibility for the Marine Fuels passes to the Buyer under Subclause 13.1, except to the extent that such spillage is caused or contributed to by any fault on the part of the Buyer. The Buyer shall similarly indemnify the Seller where any such spillage occurs once risk in the Marine Fuels has passed to the Buyer

17.4

The Seller shall use its best endeavors to ensure that the bunker supplying company is fully insured for oil spill liabilities as required by statutory rules or regulations. Proof and conditions of such coverage established by the bunker supplying company shall be made available to the Buyer at their request,
as soon as practically possible.

17.5

The Buyer warrant that the Vessel is entered with a P&I Club and insured for pollution liability risks.

17.6

The Buyer warrant that they enforce a company drug and alcohol policy on board their vessels, whereby the Seller’s personnel must not be intoxicated at any time on board. 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.

17.7

The Seller hereby advises the Buyer that it enforces a company drug and alcohol policy in its facilities and on board its vessels, which the Buyer’s personnel must comply with while in such facilities or on board such vessels. It is understood and agreed that the selling, possession, distribution, use or being under the influence of alcohol or any controlled substance or dangerous drugs other than those medically prescribed is prohibited.

18.1

Neither Party shall disclose to third parties any Confidential Information learned during pre-contractual discussions 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.

18.2

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

18.3

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

18.4

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

18.5

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.

18.6

This Clause shall survive termination of this Contract.