Bunkers

1. Applicability

1.1 These Terms and Conditions are designed for use in transactions in which Maersk A/S or any of its Affiliates or any other company for whom Maersk Oil Trading and Investments A/S acts as agent is the Buyer of Marine Fuel.

1.2 These Terms and Conditions are effective as of 13 November 2019 and will replace all prior terms and conditions signed between Seller or its Affiliates and Mærsk A/S or any of its Affiliates or any other company for whom Maersk Oil Trading and Investments A/S acts as agent.

2. Definitions

Affiliate: All companies in which Seller or Maersk A/S directly or indirectly has an ownership share of more than thirty percent(30%) of the equity capital

Agent: Maersk Oil Trading and Investments A/S, a company registered in Denmark and with offices at 50 Esplanaden, 1263 Copenhagen K, Denmark, is acting as agent for the Buyer in relation to this Agreement.

Agreement: These Terms and Conditions (including Appendix 1) together with a Nomination or any other form of agreement in which they are incorporated.

Associated: A Party’s Affiliates, officers, directors, shareholders, employees, agent and

Person other Person intermediaries, any other person acting directly or indirectly on its behalf.

Buyer: Is Maersk A/S, Esplanaden 50, 1263 Copenhagen K, Denmark or any of its Affiliates or any other company for whom Maersk Oil Trading and Investments A/S acts as agent as indicated in the Nomination.

Certified: A flowmeter system which is certified by a Recognized Institute to measure the

Flowmeter transferred mass of bunkers to the Vessel with an uncertainty of +/- 0.5%. In

System accordance with MID protocol, the level of uncertainty may in extraordinary cases constitute +/- 1.0 % (e.g. if the transferred quantity is close to the minimum measured quantity certified).

Government: Any national or local government, including any department, agency or other instrumentality thereof, and any enterprise owned, managed or otherwise controlled by any government agency or instrumentality. The word “including” means including without limitation.

Marine Fuel: All or any of the Marine Fuel Oil, Diesel Oil, Gas Oil or other products which the Seller has agreed to supply to the Buyer in accordance with the Nomination and complying with the provisions of Section 5 herein.

Nomination: The pre-delivery telex/telefax/e-mail communication from Buyer to Seller confirming acceptance of the prices, specifications, and other terms agreed upon by the Buyer and Seller for the sale and delivery of Marine Fuel. In the event of any conflict between the Nomination and these Terms and Conditions, the Nomination shall govern.

Party: The Seller and/or the Buyer individually.

Parties: The Seller and Buyer collectively.

Port: The Port or position at which the Seller has agreed to deliver the Marine Fuel under this Agreement.

Public Official: Any (a) appointed official or any director, officer or other person employed in any capacity (i) at any level of Government, (ii) in a labor union controlled by any Government or political party, or (iii) in any public international organization, such as the United Nations or the European Union, including any department, agency or other instrumentality thereof, (b) any candidate or officer or other person employed by a political party, or (c) any person acting in any official capacity for or on behalf of any person or organization listed in (a) or (b);

Recognized: Any of the institutes listed in Appendix 1.

Institute

Seller: Seller or any of its Affiliates as indicated in the Nomination.

Supplier: The Seller if the Seller performs the physical delivery of the Marine Fuel or the company from whom the Seller contracts to procure the physical delivery of Marine Fuel.

Vessel: The Vessel to which the Marine Fuel is to be delivered.

Vessel Owner/ Is the Vessel Owner/Operator designated in the Nomination applicable to each

Operator particular delivery. In the case of a chartered Vessel, the person or entity that charters the Vessel to the Vessel Owner/Operator is not an agent or subcontractor of the Buyer or the Vessel Owner/Operator and is not a party to this Agreement.

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3. Prices and Charges

3.1 The prices and charges applicable to the specific delivery of Marine Fuel shall be as set forth in the Nomination.

3.2 The Buyer shall pay any taxes (other than tax on profit) and duties applicable to the specific delivery.

3.3 The Seller must at the latest when receiving the Nomination from Buyer inform Buyer of all taxes (other than tax on profit) and duties applicable to the specific delivery.

3.4 The Buyer has the right to withdraw the Nomination if taxes or duties are applicable in addition to the price agreed before the Nomination.

3.5 Any taxes and duties that have not been communicated to and accepted by Buyer shall be on the account of Seller.

3.6 If taxes and/or duties applicable as per 3.2 are recoverable for Buyer, the Seller must issue an invoice to Buyer that meets all the legal requirements to enable recovery of such taxes and/or duties.

4. Quantity

4.1 For vessels equipped with a Certified Flowmeter System, the flowmeter readings are to be considered conclusive.

4.2 For vessels not equipped with a Certified Flowmeter System, the quantities of Marine Fuel delivered shall be measured and calculated in accordance with the ASTM-API-IP Petroleum Measurement Tables. Buyer can accept the barge figure provided the variation between the barge and Vessel figure is within reasonable limits as verified by an independent surveyor. The Barge figure cannot be accepted for any unreasonable difference if the receiving vessel has been thoroughly surveyed by an independent surveyor, with proof to indicate that the vessel's storage system has been isolated prior to commencing bunker supply. In such cases, a Letter of protest will be issued, and a clause will be inserted on the BDN to indicate reference to the LOP/vessel received quantity. Buyer reserves the right to withhold the disputed amount until the dispute has been resolved. Any other discrepancy between Supplier’s figures (substantiated by officially authenticated ullage tables and/or Certified Flowmeter) and Vessel’s figures (based on sounding of bunker tanks) shall be resolved pursuant to Clause 24.

4.4 For safety reasons (overflow etc.), acceptance of final quantity to be delivered shall be in the option of the Master of receiving Vessel. In the event Master’s final quantity determination results in a shutout of Marine Fuel, the Buyer will be responsible for all reasonable and substantiated expenses involved in return of the Marine Fuel, unless non-acceptance is due to Seller’s default.

4.5 BDN will be signed for weight basis declared density and measured temperature at the time of supply. If the tested density reveals a difference at a later stage buyer reserves the right to claim for short supply due to density difference via deduction from final invoice if necessary.

5. Quality

5.1 The quality of the Marine Fuel shall be within the Min/Max limits of the International Standard ISO 8217:2017 and any subsequent versions thereof and compliant with Marpol Regulation 18 and any subsequent versions thereof except as modified or supplemented by the Nomination or the Buyers’ Min/Max specifica­tion, which is made part of this Agreement and is attached hereto. The Marine Fuel shall be of a stable and homogenous nature and suitable for burning in the Vessel’s engine and/or auxiliaries.

6. Sampling

6.1 As per MEPC 182(59), Annex 7, Section 3.4 and Section 6, the official primary sample of fuel delivered to the ship should be obtained at the receiving ship’s inlet bunker manifold and should be drawn by continuous drip sample throughout the bunker delivery period. Five representative sub samples listed on the BDN in accordance with regulation 18.8.1 of Annex VI to MARPOL 73/78 shall be divided from this primary sample and be sealed and counter-sealed in the presence of all parties.

If delivery of fuel is from a shore pipe, tank, road tanker or if local regulations require sampling to be done at the Barge Manifold, then continuous drip sampling throughout the bunker delivery period may be conducted at the shore / barge manifold throughout the bunker delivery period provided the sampling point is visible from the vessels bunker manifold at all times. Failure to fulfil the aforementioned requirements will result in the sample being deemed unrepresentative.

6.2 Seller or Supplier shall take minimum five representative samples of each grade of marine fuel(s) to be delivered. The samples shall include:

A) Ships samples

  • 1 x sample to be retained onboard for future reference

  • 1 x sample to be dispatched to the fuel testing programme

B) Barge samples

  • 2 x samples for supplier reference

C) Marpol sample

  • 1 x sample to be kept onboard the ship for Marpol Annex VI compliance

6.3 The sample location and technique shall be according to Buyers’ request. The technique shall be in accordance with ISO TR 13739:2010 and any subsequent version thereof.

6.4 The samples must be kept by Seller and Supplier for at least four months from the date of delivery in a safe place for verification of the quality thereof. If Buyer makes a claim or complaint within ninety (90) days of the date of delivery one of the two remaining samples along with any other Seller's /Supplier's and Buyer's relevant representative samples, shall be submitted for analysis to an independent laboratory mutually appointed by Buyer and Seller.

6.5 The findings from the independent laboratory shall be conclusive as to the quality of the product delivered.

7. Nomination

7.1 The Nomination shall contain information regarding Vessel’s name, Port or point and expected date of delivery, quantity and grades, and Vessel's agent. The Seller shall deliver the Marine Fuel at the terms, specifications and prices agreed to in the Nomination.

7.2 Should the Vessel be diverted and not call at the delivery Port (point), the Nomination can be cancelled by the Buyer without any liability to the Buyer. However, if the Seller is incurring additional costs as a result of the cancellation the Buyer will compensate for substantiated and reasonable operational charges.

7.3 Buyer or Vessel's agent in the delivery Port shall provide the Seller with as accurate information about the Vessel's arrival as possible.

8. Delivery

8.1 The Seller shall comply with all relevant regulations pertaining to delivery of Marine Fuels at the port or place of delivery including, but not limited to OCIMF & ICS’ Ship to Ship Transfer Guide Petroleum and be in possession of all permits required. Subject to local laws permitting, the Seller is responsible for making all connections and disconnections between the delivery hose(s) and the Vessel’s intake pipe and to ensure that the hose(s) are properly secured to the Vessel’s manifold prior to the commencement of delivery.

8.2 The Supplier shall be ready to connect shore pipes or go alongside with the first barge promptly after the Vessel is all fast and ready. The Supplier must prepare to commence bunkering without delay and shall ensure sufficient pumping capacity to complete delivery of the Marine Fuel within one hour prior to the Vessel's scheduled Port departure. In case of delivery by more than one barge each of the following barges must be ready to prepare for supply immediately after delivery of the preceding bunker parcel is completed. In the event that the Supplier is unable to fulfil above requirements, the Buyer to the Vessel must be informed immediately and accordingly without any delay. In case the Vessel’s agent is not informed the Seller will compensate the Buyer for Vessel's crew overtime payment.

8.3 Subject to the custom of the delivery Port, delivery of the Marine Fuel shall be made day and night, Sundays and holidays included without any overtime charges to Buyer unless such charges have been agreed prior to delivery.

8.4 In the event that the Vessel is delayed, after notice of arrival has been submitted to Seller or Supplier, and the Seller as a result of this is incurring waiting and/or overtime expenses, the Buyer will compensate Seller for substantiated and reasonable opera­tional charges as agreed between Buyer and Seller unless the delay is caused by cir­cumstances beyond Buyer's control.

8.5 If Buyer's Vessel is delayed due to late arrival of barge, truck or delay in preparing pipe delivery, or due to malfunction/faults in the barge's, truck’s or pipe's delivery equipment/system Seller will compensate Buyer for substan­tiated and reasonable cost incurred by Buyer, including, but not limited to the loss of time, unless the delay is caused by circumstances beyond Seller's reasonable control. Loss of time for bulk or tank Vessel's shall be calculated based on the current demurrage rate of the Vessel as per the charter party. Loss of time for liner Vessels shall be based upon ex­tra fuel con­sumption necessary to retain Vessel's schedule and for Vessel crew’s over time.

8.6 If Supplier is delayed beyond the Vessel’s scheduled departure time and therefore Buyer’s Vessel chooses to cut the delivery and depart without taking delivery of the entire ordered quantity (called cut and run), the Seller will have to deliver the remaining quantity, either at a designated lay-by berth, or at a port of mutual agreement along the Vessel's schedule prior to the Vessel's full consumption of the quantity first delivered, or the Seller must compensate the Buyer for the price difference of an equal

amount and fuel grade at the Vessel's next bunker call. Any extra costs incurred by the Buyer in connection with any of the above options, will be absorbed by Seller.

9. Bunker Delivery Note

9.1 Before commencement of the delivery the Supplier must present a "Bunker Delivery Note" which shall be in compliance with the Marpol Annex VI and which shall contain as a minimum actual value of the following parameters:

  • Viscosity at 50 degrees Centigrade

  • Density at 15 degrees Centigrade

  • Water content in percent of volume

  • Flash point in degrees Centigrade

  • Sulphur % m/m

9.2 A copy of this delivery note will be signed by the responsible officer onboard the receiving Vessel as acknowledgement of receipt.

10. Payment

10.1 Payment for Marine Fuel shall be made by Buyer to Seller by telegraphic transfer within 30 days from date of delivery or 15 days from the date of receipt of invoice, whichever is the latest, with date of delivery to count as day zero, unless other agreement has been made between Buyer and Seller. A copy of the bunker delivery receipt signed by Supplier and Vessel shall be made available to Buyer 15 days before payment date.

10.2 The Seller's invoice must as a minimum include:

  • Name of receiving Vessel

  • Port and date of delivery

  • Description of quantities and grades

  • Payment bank details, and corresponding bank, if required

10.3 The Marine Fuel under this contract is delivered on credit to the Buyer.

Seller and/or Supplier shall have no lien against the receiving Vessel.

10.4 In the event that the Marine Fuel purchased by the Buyer from the Seller is not physically supplied by the Seller but by a third-party physical supplier, the following provisions shall apply notwithstanding anything else in this Agreement including any terms relating to set-off or deduction:

10.4.1 The Seller must as a condition precedent to any obligation or liability on the Buyer’s part, obtain the right to transfer title to any Bunkers, consumed or unconsumed. The Seller agrees to indemnify the Buyer in relation to any losses, delays or other damages suffered as a result of any failure by the Seller to comply with this clause whatsoever.

10.4.2 The Seller must, as a condition precedent to any obligation or liability on the Buyer’s part, pay for the Marine Fuel supplied, prior to the due date for payment under this contract and must provide the Buyer with written confirmation from the physical supplier confirming that:

  1. The physical supplier has received payment in full for the Marine Fuel supplied by them.

  2. The physical supplier has no objection to the Buyer making payment to the Seller for the Marine Fuel, and,

  3. The physical supplier has no claim whatsoever against the Buyer or the ship in relation to payment for the Marine Fuel.

10.4.3 In the event that either (10.4 or 10.4.1 are not complied with the Buyer shall be entitled to withhold payment to the Seller or, where payment has already been made reclaim such payment from the Seller. The Buyer’s payment obligations shall be suspended until the provisions in the sub clauses 10.4 and 10.4.1 are complied with.

10.5 Where the Seller is not acting as the Supplier of the Marine Fuel being the subject of this Agreement the Seller hereby acknowledges that, upon the occurrence to the Seller of any of the events outlined in Section 23.1 herein the Seller shall only have a legal entitlement to that part of the payment representing its interest after deduction of that part of the payment representing the interest of the Supplier of the product.

11. Title & Risk

11.1 Title in and risk of loss of the Marine Fuel shall remain with the Seller until the Marine Fuel has passed the inlet flange on the receiving Vessel. The Marine Fuel shall be transported and pumped by and at the risk of the Seller until it has passed the inlet flange on the receiving Vessel.

12. Claims

12.1 Written notice of claims shall be submitted within 90 days after date of delivery following such notification, the claiming party shall provide a fully documented claim within 180 days of the submission of said notice of claim.

12.2 The Buyer's representative may state any protest, regarding the supplied quantity, quality and/or the Suppliers performance on the bunker delivery receipt or by submitting a separate letter of protest.

12.3 In case the Supplier/Seller is requested to perform an analysis on the retained barge sample, only the result of the sample of which the seal number is recorded on the Bunker Delivery Receipt can be accepted by the Buyer.

13. Indemnity

13.1 The Buyer will indemnify and hold harmless, the Seller against any claims, losses, costs, damages, or expenses incurred by the Seller and resulting from the supply of the Marine Fuel under this Agreement to the extent that such claims, losses, costs, damages, or expenses are caused by the negligence, error, omission, or violation of law of the Buyer or its agents or sub­contrac­tors, in perform­ing any obliga­tion under this Agreement. Not­withstanding any other provision, the Buyer will not indemnify or hold harm­less the Seller against any claims, losses, costs, damages, or expenses caused by the act or omis­sion of any third party that is not an agent or sub­contractor of the Buyer.

13.2 The Seller will indemnify and hold harmless the Buyer and the Vessel Owner/Operator against any claims, losses, costs, damages, or expenses incurred by the Buyer or Vessel Owner/Operator and resulting from the supply of the Marine Fuel under this Agreement to the extent that such claims, losses, costs, damages, or expenses are caused by the negligence, error, omis­sion, or violation of law of the Seller, or its agents or subcontractors, in performing its obliga­tions under this Agreement. Notwithstanding any other provision, the Seller will not indemnify or hold harm­less the Buyer or Vessel Owner/Operator against any claims, losses, costs, damages, or expenses caused by the act or omis­sion of any third party that is not an agent or sub­contractor of the Seller.

13.3 In the event that the Marine Fuel is found to be outside the applicable quality specifica­tions of this Agreement, Seller shall pay Buyer full compensation for any direct costs, expenses, or damages to the extent incurred by the Buyer as a consequence of such breach, including but not limited to mechanical damages and loss of time and hire for the Vessel to which the Marine Fuel was supplied.

13.4 If the quality of the Marine Fuel supplied is outside the applicable Minimum/Maximum Specification limits to such an extent that the Buyer reasonably determines that the Marine Fuel shall be off-loaded the Seller shall arrange the necessary barging and receiving facilities to receive such Marine Fuel without any cost to the Buyer. In the event that Seller fails to make the necessary arrangements to off-load the off-spec product, the Buyer may opt to arrange this at Seller’s expense.

13.5 The Buyer shall to the greatest extent possible limit the losses of the Seller by arranging the off-loading, preferably in a Port in which the Seller has operations to facilitate the off-loading, and the Buyer shall assist the Seller in any other way reasonably possible to limit the losses of the Seller.

13.6 In the event that the Marine Fuel must be off-loaded because of failure to meet the quality specifications of this Agreement, title to and risk of loss in the Marine Fuel shall transfer to the Seller immediately upon its passing the outlet flange on the Vessel. The in­demnifica­tion and hold harmless provisions of this Agreement shall apply with full force to any off-loading which may occur in connection with this Agreement.

14. Environmental Protection

14.1 If in the course of any delivery performed under this Agreement there is any escape or spillage of Marine Fuel prompt action shall be taken by both the Buyer and the Seller and/or the Supplier to contain the spillage and limit the damage to the environment, persons and/or property.

14.2 The Seller will ensure that oil spill contingency plans exist and, so far as it is able, that such plans are approved by the appropriate authorities and that required personnel and equipment are present. Seller shall require all of its agents and subcontractors to meet all oil spill response planning, personnel, and equipment regulations.

14.3 The indemnification and hold harmless provisions of Clause 13 are hereby expressly made applicable to liability arising in respect of any escap­e or spillage of Marine Fuel.

14.4 The Seller shall be responsible for ensuring that the barge company is adequately insured for oil spill damages. The insurance shall cover liability for all spills caused in whole or in part by the acts or omissions of the Seller and or Supplier, including spills caused by the Seller and/or Supplier from the Vessel during delivery. For deliveries taking place in any U.S.A. port the barge com­pany shall be insured for oil spill damages for a minimum of USD 1 billion per incident. Proof and con­ditions of such coverage shall be made avail­able to Buyer at his request.

15. Force Majeure

15.1 Neither the Buyer nor the Seller/Supplier shall be responsible for failure or delay to fulfill their respective obligations under this Agreement if such failure is caused by force majeure being any event, occurrence or circumstances beyond the control of that Party, and without the fault or negligence of the Party affected, including without prejudice to the generality of the foregoing, failure or delay caused by or resulting from acts of god, strikes, fires, explosions, floods, wars (whether declared or undeclared), riots, destruction of the product, delays of carrier due to adverse weather, perils of the sea, embargoes, accidents, restrictions imposed by any governmental authority (including allocations, priorities, requisitions, quotas and price controls).

15.2 This Clause shall not apply to Seller's and/or Supplier's obliga­tions to deliver Marine Fuel within the agreed specifica­tions or to Seller's and/or Supplier's obligations according to Clause 14.3 and 14.4.

16. Agreement

16.1 Unless otherwise agreed in writing, the Terms and Conditions of this Agreement shall apply to the exclusion of all other terms that the Seller or Buyer may seek to impose or incorporate (including terms incorporated by reference in any document issued by the Seller such as order confirmations, bunker delivery notes, invoices or similar), or which are implied by trade, custom, practice or course of dealing.

16.2 Seller or any of its Affiliates may not use or publish the name or logo of Buyer, any Buyer Group entity or Buyer’s Agent as the case may be for advertisement, written sales promotions, press releases or other publicity matter without the prior written consent from such Party which is only valid if given by a fully authorized person and which can at any time be revoked. Nor may the Seller or any of its Affiliates without prior consent from Buyer, Buyer’s Group entity or Agent publish any material which contains wordings from which the connection of such Party’s name or logo may be inferred or implied. A breach of this sub-clause 16.2 by Seller or any of its Affiliates shall constitute a material breach of this Agreement.

17. No Joint or Several Liabilities

17.1 There are no joint or several liabilities between Buyer and its Affiliates and any other company for whom Maersk A/S acts as agent for payment of the purchase price or any other obligation or liability of the Buyer in relation to this Agreement.

17.2 Maersk A/S as Agent is not a party to this Agreement and does not guarantee payment of the purchase price or any other obligation or liability of the Buyer.

18. Foreign Trade Controls

18.1 Seller shall comply with all foreign trade control and export control legislation, regulations and sanctions applicable to the transactions that are the subject of this Agreement, including those imposed by the United States (“US”) or the European Union (“EU”) or any of its member states (“Foreign Trade Controls”).

18.2 As regards this Agreement, Seller may not undertake any action, which although not in violation of any applicable Foreign Trade Controls, could significantly damage Buyer’s commercial or other reputation interests, including without limitation its commercial interests involving any government or major commercial business partner.

18.3 To the extent Marine Fuel procured by Seller on Buyer’s behalf under this Agreement are subject to such Foreign Trade Controls, Seller shall as far as applicable, upon placement of an order by Buyer under this Agreement, or at an earlier date requested by Buyer, provide in a form satisfactory to Buyer a certification of the specific export/re-export classification of each of the items including the US export control classification number (“ECCN”), EU dual use item classification, or other relevant means of classification for dual use or other restricted items under relevant Foreign Trade Controls, such as those applicable to military related items. Seller shall maintain all documentation required under all relevant Foreign Trade Controls and shall provide the same to Buyer without delay at Buyer’s reasonable request.

18.4 Seller shall save, indemnify, defend and hold harmless the Buyer from all losses, damages, expenses, liabilities, fines, penalties and all associated expenses arising out of

or resulting from its violation of any of its obligations in this Clause 18.

18.5 Buyer may terminate the Agreement and recover from the Seller as a debt the amount of any loss or damage resulting from such a termination if Seller commits an act which Seller has undertaken not to commit, or fails to undertake an act which Seller has undertaken to perform, as included in this Clause 18, whether or not such act was committed before, on or after the date of this Agreement.

19. Sanctions Clause

19.1 Seller warrants to the best of its knowledge that the Marine Fuel supplied to Buyer under this Contract does not originate in Iran or Syria, whether in whole or in part, or has been exported from either Syria or Iran, through intermediaries or otherwise. Seller furthermore warrants to the best of its knowledge that the Marine Fuel does not originate from, whether directly or indirectly:

  1. any entity that is an agency or instrumentality of the Government of

Iran including without limitation any Buyer owned or controlled by the Iranian Government, including without limitation the National Iranian Oil Company (NIOC) and any of its affiliated companies;

  1. any person/entity listed (at the time of a transaction between our

companies) on the US Office of Foreign Asset's Control list of Specially Designated Nationals and Blocked Persons or the US Commerce Department’s Denied Persons list, similar lists of sanctioned or restricted parties as part of any EU sanctions program (including without limitation in any relevant EU regulation) or HM Treasury’s List of Consolidated List of Financial Sanctions Targets in the UK (http://www.hm-treasury.gov.uk/d/sanctionsconlist.pdf), or;

  1. without prejudice to the generality of the foregoing, (a) from any entity

that is owned or controlled by Iran’s Islamic Revolutionary Guard Corps (IRGC), or (b) from the Islamic Republic of Iran Shipping Line (IRISL), or any of its affiliated entities or vessels, including without limitation all such IRGC and IRISL entities and vessels referenced in European Union regulation 267/2012, and all updated versions thereof.

  1. without prejudice to the generality of the foregoing, any persons or

entities otherwise designated by the UN or EU as subject to sanctions.

19.2 Seller expressly warrants to the best of its knowledge that it presently does, and will at all times going forward, adhere to any and all sanctions as applicable to both Seller and Buyer imposed by UN, US or EU, including but not limited to the EU Regulation 267/2012 concerning Iran, and Seller undertakes to indemnify, defend and hold harmless Buyer against any and all losses, damages, expenses, liabilities, fines, penalties and all associated expenses incurred or sustained, whether directly or indirectly, by Buyer as a result of any violation of whatsoever nature of any all and applicable sanctions, trade restrictions or otherwise. Upon breach of this Clause 19 Buyer may terminate the Agreement and recover from the Seller as a debt the amount of any loss or

damage resulting from such a termination.

19.3 Further, for trades conducted in the Arabian Gulf, Seller warrants that it in addition to the BDR and invoice upon request will present the certificate of origin and/or the bills of lading and/or the certificate of quantity. If Seller is not able to provide either of these documents Buyer reserves the right at any time and at Seller’s expense to debunker the oil and to hold Seller liable for all losses, damages, expenses, liabilities, fines, penalties and all associated expenses incurred or sustained, whether directly or indirectly due to this breach of contract.

20. Anti-corruption

20.1 As regards this Agreement, each Party 1) shall comply with all applicable anti-corruption laws and regulations, including without limitation the US Foreign Corrupt Practices Act and the UK Bribery Act of 2010; and 2) undertakes and warrants to the other Party that it and its Associated Persons, shall not, directly or through third parties, give, promise or attempt to give, or approve or authorize the giving of, anything of value to any person or any entity for the purpose of:

(a) securing any improper advantage for Seller or Buyer;

(b) inducing or influencing a Public Official improperly to take action or refrain from taking action in order for either Party to obtain or retain business, or to secure the direction of business to either; or

(c) inducing or influencing a Public Official to use his/her influence with any Government or public international organization for such purpose.

20.2 Each Party further warrants and undertakes to the other Party that:

(a) to the best of its knowledge, neither it nor any of its Associated Persons, has carried out any of the actions described in Clause 20.1, above;

(b) all remuneration received from Buyer under this Agreement is solely

intended to compensate Seller for the Marine Fuel expressly provided under this Agreement, including Seller’s related documented costs and expenses, and that it is not receiving remuneration for any other purpose; and,

 

(c) neither Seller nor any of its Associated Persons shall use any part of said remuneration for any purpose prohibited under Clause 20.1.

20.3 Each Party shall maintain adequate records in order to verify its compliance with the provisions of this Clause 20, and without prejudice to this Agreement’s other audit provisions, it shall permit the other Party or a certified public accountant designated by the other Party to audit such records, including all applicable bank accounts and applicable bank transactions, at the other Party’s reasonable discretion, if the other Party has a bona fide belief that it or any of its Associated Persons is in breach of the provisions of this Clause 20, or in case of any investigation by or allegation from any applicable public authority regarding potential violations of relevant laws involving these matters. The Parties shall cooperate in any such audit and otherwise in providing documentation relating to any such dispute or investigation.

20.4 Each Party shall make best endeavors to ensure that its sub-contractors comply with the provisions of this Clause 20.

20.5 Each Party shall save, indemnify, defend and hold harmless the other Party from all losses, damages, expenses, liabilities, fines, penalties and all associated expenses arising out of or resulting from its violation of any of its obligations in this Clause 20.

20.6 Each Party may terminate the Agreement and recover from the other Party as a debt the amount of any loss or damage resulting from such a termination if it commits an act which it has undertaken not to commit, or fails to undertake an act it has undertaken to perform, as included in this Clause 20, whether or not such act was committed before, on or after the date of this Agreement.

21. Responsible Procurement

21.1 Seller will comply with all applicable laws, rules, regulations, orders, conventions, or

ordinances of the country(ies) where Marine Fuel are provided.  Further the Seller shall respect and commit to implementing Maersk’s Supplier Code of Conduct as amended from time to time and found at http://www.maersk.com/about/sustainability/third-party-code-of-conduct or an internationally recognized standard within the areas of Human Rights, Anti-corruption, Environment and Labor, such as but not limited to United Nations Global Compact or BSC I (hereinafter referred to as "the Code”), and agrees to accommodating any potential audit pursuant to verification of the same by the Buyer.

21.2 The Buyer shall have the right to appoint at its own cost, charge and expense a well reputed third-party auditor (hereinafter referred to as “Buyer’s Auditor(s)”) to audit and verify all matters in connection with Seller’s compliance with this Clause 21. Seller shall cooperate with the Buyer ‘s Auditor and provide access to all relevant sites, people, interviews with workers and documents. Alternatively, if so required and approved by the Buyer, the Seller shall, within a reasonable period of time at its own cost, charge and expense appoint an internationally well reputed third party auditor (hereinafter referred to as the "Seller's Auditor(s)") to audit and verify all matters in connection with Seller’s compliance with the Code or its alternative in the form of an internationally recognized standard including but not limited to the areas of Human Rights, Anti-corruption, Environment and Labor.

21.3 Buyer’s Auditor may undertake an audit on behalf of Buyer pursuant to this Clause 21 at any time whenever it is considered necessary by Buyer without any limit on the number of audits that may be undertaken.

21.4 In the event where the audit has been conducted by Seller’s Auditor, the Seller’s Auditor

shall be obliged to share the results of the audit in full with the Buyer within one week of having received the audit report from its auditors and latest two weeks after

conclusion of the audit.

21.5 In the event where either the Buyer’s Auditor or the Seller's Auditor uncover any material concern, the Seller shall, within a reasonable period of time, and without any undue delay present Buyer with an improvement plan which Seller shall undertake to adhere to.

21.6 Seller's repeated violation of the Code and/or its refusal to collaborate with Buyer in implementing or developing improvement plans shall be considered a material breach of this Agreement. If Seller commits any breach of or fails to observe or perform any material obligation on its part contained in the Code, including any agreed improvement plan, and such breach or failure has not been remedied to the satisfaction of the Buyer within twenty-eight (28) days of receipt by the Seller of a notice from the Buyer requiring the Seller to remedy the same or within such longer period as may be specified in the said notice, the Buyer may terminate the Agreement. Seller shall save, indemnify, defend and hold harmless the Buyer from all losses, damages, expenses, liabilities, fines, penalties and all associated expenses arising out of or resulting from its violation of any of its obligations in this Clause 21.

22. Additional regulatory compliance covenants

22.1 Seller warrants that all responses and related information that it has given to Buyer’s regulatory-compliance questions prior to execution of this Agreement are accurate and complete and undertakes that answers to all such subsequent questions shall be, accurate and complete. Seller shall cooperate in any reasonable, additional regulatory or other compliance due diligence that Buyer determines is necessary to ensure compliance with this Clause 22.

22.2 Seller shall save, indemnify, defend and hold harmless Buyer from all losses, damages, expenses, liabilities, fines, penalties and all associated expenses arising out of or resulting from the violation by Seller of any of its obligations in this Clause 22.

22.3 Buyer may terminate the Agreement and recover from Seller as a debt the amount of any loss or damage resulting from such a termination if Seller commits an act which Seller has undertaken not to commit, or fails to undertake an act which Seller has undertaken to perform, as included in this Clause 22, whether or not such act was committed before, on or after the date of this Agreement.

23. Termination

23.1 Notwithstanding anything to the contrary express or implied elsewhere in this Agreement and without prejudice to its other rights, either Party may at its sole discretion on notifying the other Party in writing, immediately terminate the Agreement if a liquidator (other than for the purpose of amalgamation or reconstruction), administrator, trustee in bankruptcy, receiver or receiver and manager is appointed in respect of the assets and/or undertaking of the other Party, or the other Party enters into an arrangement or composition with its creditors, or any similar appointment, arrangement or composition is made under any applicable law, or if the Party in question has reason to anticipate any such occurrence, appointment, arrangement or composition.

24. Disputes

24.1 If any dispute arises out of or in connection with this contract including any question regarding its existence, validity or termination, representatives of the parties with authority to settle the dispute will, within 30 days of a written request from one Party

to the other, meet in good faith to attempt to resolve the dispute through negotiation.

24.2 If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the LCIA Mediation Procedure in force as at the date that the dispute is referred to mediation, which Procedure is deemed to be incorporated

by reference into this Clause 24.

24.3 Unless otherwise agreed between the parties, the mediator will be appointed by the LCIA Court not later than 30 days after receipt by the Registrar of the Request for Mediation.

24.4 If a Party without giving reasonable grounds does not agree to mediate, that fact may be brought to the attention of the Arbitration Tribunal and may be taken into account by the Arbitration Tribunal when allocating the costs of the arbitration between the parties.

24.5 If any dispute is not settled by mediation within 30 days of the appointment of the mediator, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules "the LCIA Rules" in force as at the time of the reference to arbitration, which Rules are deemed to be incorporated by reference into this Clause 24.

24.6 The Arbitration Tribunal shall be composed of a sole Arbitrator appointed by LCIA.

24.7 The place of arbitration shall be London, England.

24.8 The language(s) of the arbitration shall be English.

24.9 This contract shall be governed by and interpreted in accordance with English law.

Appendix 1

List of Recognized Institutes

NMi – Netherlands (www.nmi.nl)

Netherlands Metrology Institute

Petroleumweg 36
3196 KD Vondelingenplaat - Rt
Port number 3125
The Netherlands


Tel: 078 633 2308
Fax: 078 633 2309
Email: euroloop@nmi.nl

PTB – Germany (www.ptb.de)

Physikalisch-Technische Bundesanstalt (PTB)
Bundesallee 100
D-38116 Braunschweig

Germany

Tel: +49(0)531-592-3006
Fax: +49(0)531-592-3008

E-mail: presse@ptb.de

DKD – Germany (www.dkd.eu)

Der Deutsche Kalibrierdienst

Akkreditierungsstelle
Bundesallee 100
38116 Braunschweig

Germany

Tel.: 0531-592-1901
Fax: 0531-592-1905
Email: info@dkd.eu

NIST – USA (http://www.nist.gov/index.html)

National Institute of Standards and Technology

100 Bureau Drive Stop 2600

Gaithersburg, MD

20899-2350

USA
 

Tel: (301) 975-4004

Email: owm@nist.gov

NMC – Singapore (http://www.nmc.a-star.edu.sg/)

National Metrology Centre

1 Science Park Drive
Singapore 118221

Tel: +65 6279 1900 (Service hotline)
Fax: +65 6279 1992/1993
Email: metrology@nmc.a-star.edu.sg

SWEDAC – Sweden (http://www.swedac.se)

Swedish Board for Accreditation and Conformity Assessment

Box 878
501 15 Borås

Sweden

Tel: 033-17 77 00

Fax: 033-10 13 92

Email: registrator@swedac.se

JV – Norway (http://www.justervesenet.no/)

Norwegian Metrology and Accreditation Service

Fetveien 99

N-2007 Kjeller

Norway

Tel: +47 64 84 84 84

Fax: +47 64 84 84 85

Email: postmottak@justervesenet.no

Chapters