The general terms and conditions for sale of bunkers with and/or via bunkering.biz:

General Terms and Conditions

1. GENERAL/PREAMBLE

1.1 These below general terms and conditions shall apply to all and any offers, quotations, indications, orders, agreements, services and all subsequent contracts of whatsoever nature, except where otherwise is expressly agreed in writing via email or fax by BUNKERING.BIZ C/O NESLO GROUP APS (hereafter called “BUNKERING.BIZ”).

2. DEFINITIONS
“Seller” means the party contracting to sell marine bunker oil and related products.
“Buyer” means the party contracting to purchase, take delivery and pay the marine bunker oil and related products and/or services, including agents, brokers, designated representatives, representatives, subsidiaries or affiliates.
“Bunkers” means the commercial grades of marine bunker oil and related products as generally offered to the Seller’s customers for similar use at the time and at the place of delivery and/or services connected to same.
“Owner” means the registered owner or bareboat charterer of the vessel and
“Vessel” means the vessel, ship, barge, fishing boat, yacht or off-shore unit that receives the supply/bunkers/lubricants either as the end-user or as the transfer unit to a third party.

3. QUOTATIONS AND PRICES
3.1 An agreement for the supply of Bunkers shall only be binding on the Seller upon the written confirmation from the Seller.

3.2 The offer by the Seller is based on the applicable taxes, duties, costs, charges and price level of components for Bunkers existing at the time of the conclusion of the agreement (the time of Seller’s confirmation). Any later on or additional imposed tax, assessment, duty or other charge of whatever nature and however named, or any increase of components for Bunkers or any additional costs borne by the Seller whatsoever caused by any change in the Seller’s contemplated source of supply or otherwise, coming into existence after the binding agreement has been concluded, shall be added to the agreed purchase price, provided that the Seller shall give the Buyer prior notice of this effect within a reasonable time after the Seller becoming aware of the relevant circumstances.

3.3 All prices and/or tariffs are always exclusive VAT, unless specifically otherwise stated.

4. SPECIFICATION (FOR QUALITY – QUANTITY)
4.1 The Buyer shall have the full and sole responsibility for the nomination of the quality and the quantity of the Bunkers, which shall correspond to the written confirmation from the Seller.

4.2 The quality and quantity shall be as agreed between the Seller and the Buyer and correspond to the written confirmation from the Seller.

4.3 Where standard specifications are being given or referred to by the Seller, tolerances of 5% in quality are to be accepted without compensation or other consequences whatsoever.

4.4 In respect of the quantity agreed upon the Seller shall be at liberty to provide, and the Buyer shall accept a variation of 5% from the agreed quantity, with no other consequence than a similar variation to the corresponding invoice from the Seller.

5. MEASUREMENT
5.1 The quantity of bunkers shall be determined from the official gauge or meter of the bunkering barge or tank delivery or of the shore tank in case of delivery ex wharf.

5.2 The chief engineer of the Vessel or his officially appointed representative shall together with the Seller’s representative measure and verify the quantities of Bunkers delivered from the tank(s) from which the delivery is made.

6. SAMPLING
6.1 The Seller shall arrange for four (4) identical representative samples of each grade of Bunkers to be drawn throughout the entire bunkering operation. If practically possible such samples shall be drawn in the presence of both the Sellers and the Buyers or their respective representatives. The absence of the Buyers or their officially appointed representative, shall not prejudice the validity of the samples taken.

6.2 In the case that drip sampling is not available onboard the barge, tank truck or shore tank, the samples shall be taken as a composite of each tank divided with 1/3 from each the top/mid/bottom of the tanks, thoroughly mixed.

6.3 The samples shall be securely sealed and provided with readable 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 plus signed by the Seller’s representative and the master of the Vessel or his officially appointed representative. The seal numbers shall be inserted into the Bunker Delivery Receipts (BDR), and by signing the BDR both parties agrees to the fact that the samples referred to therein are deemed valid and taken in accordance with the requirements as specified in this clause.

6.4 Two (2) samples shall be retained by the Seller for thirty (30) days after delivery of the Bunkers, 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.

6.5 In the event of a dispute concerning the quality of the Bunkers delivered, the samples drawn pursuant to clause 6.4 shall be deemed to be conclusive and final evidence for the quality of the product delivered. In case of a dispute one of the samples retained by the Seller shall be forwarded to an independent laboratory agreed in writing by both Sellers and Buyers for final and binding analyses. The seal must be breached only in presence of both parties unless one/both in writing have declared that they will not be present, and both parties shall have the right to appoint independent person(s), surveyor(s) or institute(s) to witness seal breaking. No samples subsequently taken shall be allowed as (additional) evidence. If any of the seals have been removed, altered or tampered with by an unauthorized person, such sample(s) shall be deemed to have no value whatsoever as evidence.

7. DELIVERY
7.1 The time of delivery, as given by the Seller, has been given as an approximate time, unless it has been otherwise specifically agreed in writing between the parties.

7.2 The time of delivery will only be binding upon the Seller when all information necessary for the Seller to comply with its obligations hereunder, have been properly delivered to the Seller in reasonable time before the delivery.

7.3 In any case the Buyer, unless otherwise specifically agreed in writing, must give not less than 72 (in words seventytwo) hours approximate notice of delivery, which is then to be followed by 48 (in words fourtyeight) hours and then 24 (in words twentyfour) hours notice, where the last notice must specify the exact place of the delivery. The notices of delivery must be given to Sellers and/or the Seller’s representatives/agents in writing by email or fax.

7.4 The Seller is entitled to deliver the Bunkers in special part deliveries, in which case each part delivery shall be construed and deemed as a separate delivery.

7.5 In the unlikely event, that the Seller at any time for any reason believes that there may be a shortage of supply at any place and that it as a result thereof may be unable to meet all the demands of its customers, the Seller may then allocate all its available and anticipated supply among the customers in such a manner as it may determine most reasonable in its sole discretion.

7.6 The Vessel in question shall be bunkered as promptly and quickly as the local circumstances permit. The Seller shall not be held liable for any demurrage paid or incurred by the Buyer or for any loss, damage or delay of the Vessel of any nature whatsoever due to congestion at the loading terminal, prior commitments of the available barges or tank trucks or any other reason.

7.7 The Buyer shall ensure that the Vessel provides a free, safe and always afloat and accessible side for the delivery of Bunkers and that all necessary assistance as required by the Seller or the Seller’s representative is rendered and given in connection with the delivery.

7.8 The receiving Vessel shall moor, unmoor, hoist bunkering hose(s) from the barge(s) respectively lower hose(s) whenever required by the Seller or the Seller’s representative, free of expenses, and in any way requested to assist barge equipment for a smooth supply. The Buyer shall make and be fully responsible for all connections and disconnections between the delivery hose(s) and the Vessel’s bunker intake manifold/pipe and ensure that the hose(s) are safely and properly secured to the Vessel’s manifold prior to the commencement of delivery.

During bunkering the Vessel’s scrubbers must be safely blocked, which blocking must be made by the Vessel’s own officers and crew on board. Furthermore the Vessel must ensure that all the pipes, manifolds and receiving tanks are completely checked and being fully ready to receive the bunkers, including but not limited to ensuring proper opening/closing of relevant valves, without any risk for spillages, etc, during the entire bunkering operation.

Local further special requirements for receiving bunkers must be followed strictly by the receiving Vessel, whether advised or not by the Seller or the Seller’s representative, as it is always the Vessel and the Buyer who remains solely responsible for the awareness of such eventual additional requirements for safety reasons.

7.9 In case that the Vessel is not able to receive the delivery promptly, the Buyer shall pay reasonable demurrage claim to the barging/supplying facilities.

7.10 Delivery shall be deemed completed and all risk, including loss damage, deterioration, depreciation, evaporation, or shrinkage as to the Bunkers delivered shall pass to the Buyer from the time the Bunkers reaches the flange connecting pipe lines/delivery hoses provided by the Seller.

7.11 If the Buyer for whatever reason is unable to receive the full quantity ordered and rendered, then the Seller have the full right to invoice the Buyer for the loss incurred by having to transport the Bunkers back to the storage or by having to sell the bunkers in a degraded form at a lower price than that applicable to the specific grade originally nominated by the Buyer. The Seller may use this right without prejudice to the Seller’s other rights for damages or otherwise pursuant to these terms.

7.12 If possible, the Vessel shall provide segregated tanks to receive the contracted quantity of bunkers, and the Vessel shall always be able to perform own blending on board.

7.13 If the delivery is required outside normal business hours or on local weekends, Saturday, Sunday or any local national holidays, then the extra expenses incidental to such delivery shall be reimbursed by the Buyer as additional costs.

8. PAYMENT
8.1 The payment shall be made by the Buyer, as directed by the Seller, within the time clearly specified in the invoice, and the time allowed for such payment always to be in line with the written confirmation.

8.2 The payment shall be made in full, without any sort of set-off, counterclaim, deduction and/or discount free of bank charges to the bank account indicated by the Seller on the respective invoice(s).

8.3 Notwithstanding any agreement to the contrary, the payment will be due immediately in case of bankruptcy, liquidation or suspension of payment or comparable situation of the Buyer, or arrest of assets and/or claims of the Buyer, or in case of any other situation, which in the sole discretion of the Seller, is deemed to adversely affect the financial position of the Buyer.

8.4 The payment shall be deemed to have been made on the date of which the Seller has received the full payment and such is fully available to the Seller. If the payment falls due on a non-business day, then the payment shall be made on or before the business day nearest to the due date of payment. If the preceding and the succeeding business days are equally near to the due date, then payment shall be made on or before the preceding business day.

8.5 Any kind of delay in the payment shall fully entitle the Seller to interest at, presently, the rate of 2 (two) per cent per month or any part prorate thereof without prejudice to any rights or remedies available to the Seller. Furthermore the Seller is also entitled to charging an administrational penalty fee of USD 1.00 per metric ton Bunkers supplied, or the equality thereof in local currency, but in any case the minimum penalty fee of USD 300.00 can be charged by the Seller. Additionally, the Buyer shall fully indemnify the Seller against any loss or damages which is caused by adverse currency fluctuations between the invoice currency and the value of the Danish Kroner from the latest due date of the invoice until the date on which the payment is available to the Seller.

8.6 The payments made by the Buyer shall at all times be credited in the following order: (1) costs, (2) interest and administrational fee, and (3) invoices in their order of age, also if not yet due.

8.7 All and any costs or expenses borne by the Seller in connection with the collection of overdue payments, whether made in or out of court and in general all costs or expenses in connection with breach of this written agreement by the Buyer, shall be for the sole account of the Buyer.

8.8 The Seller at all times shall be entitled to require the Buyer to grant the Seller what the Seller deems to be a full covering security for the performance of all its obligations under the agreement. In case of failure to provide such security immediately upon request, the Seller shall be entitled to stop any further execution of any agreement(s) between the parties, until such time as the Buyer has provided the fully covering required security.

9. TITLE
9.1 The products shall remain the Seller’s property until the Buyer has paid for it in full. Although the products remain the Seller’s property until fully paid for, they shall be entirely at the Buyer’s risk from the time of the delivery and the Buyer shall insure them against any loss or damage accordingly.

9.2 Until the full payment of any amount due to the Seller has been made, the Buyer shall not be entitled to use the Bunkers other than for the propulsion of the Vessel, nor mix, blend, sell, encumber, pledge, alienate or surrender the Bunkers to any third party or any other Vessel.

9.3 In the case of breach hereof by the Buyer, the Seller is then fully entitled to take back the Bunkers without any prior juridical intervention, without prejudice to all other rights or remedies available to the Seller.

9.4 In the event that the Bunkers have been mixed with other bunkers onboard the Vessel, the Seller shall have the right of lien to such part of the mixed Bunkers as corresponds to the quantity or Nett value of Bunkers delivered.

9.5 In the case that the Bunkers, in part or full, are no longer present on board the Vessel or can no longer be identified or distinct from other Bunkers, the Seller has the right to attach the Vessel and/or sister ship and/or any other assets of the Buyer (or the ultimate Owner of the Vessel), wherever situated in the world without any sort of prior notice.

9.6 Where the title in and to the Bunkers delivered has passed to the Buyer and/or any third party before the full payment has been made to the Seller, then the Buyer shall grant a pledge in such Bunkers to the Seller. The Buyer shall furthermore grant a pledge in any other Bunkers present in the respective Vessel, including any mixture of the delivered Bunkers and other bunkers. Such pledge will be fully deemed to have been given for any and all claims, of whatever origin and of whatsoever sort and nature, the Seller may have against the Buyer.

10. ARREST OF THE VESSEL
10.1 Notwithstanding anything to the contrary herein stated and without prejudice to any rights or remedies otherwise available to the Seller, the Buyer, by its acceptance of these general terms and conditions, expressly authorizes the Seller to arrest the Vessel in question, or any other Vessel owned or operated by the Buyer, under any applicable jurisdiction as security for the obligations of the Buyer. Should the Buyer fail to make any payment to the Seller immediately when due, then the Seller may dispose of such arrested Vessel whether by sale or otherwise as applicable under the relevant jurisdiction. Any costs or expenses of whatsoever kind incurred by the Seller in respect of such arrest shall be for the sole account of the Buyer and shall be added to the claim for which the arrest is made.

11. CLAIMS
11.1 Any claim regarding the quantity of the Bunkers delivered shall be notified verbally as well as in writing by the Buyer or the master of the Vessel to the Seller immediately during the delivery of the Bunkers. In the event that both immediate verbal as well as written notice is not made, such claim shall be deemed to be waived and barred. A notification inserted in the bunker delivery receipt or in a separate protest handed to the physical supplier of the Bunkers, shall not qualify as notice under this section 11.1 and the Seller shall under no circumstances be deemed to have accepted such notice or protest handed to the physical supplier.

11.2 Claims concerning the quality of the bunkers delivered shall be submitted to the Seller in writing within 15 (fifteen) days after the delivery, failing which the rights to complain or claim compensation of whatever nature shall be deemed to have been waived and barred for all times.

11.3 The Buyer shall be obliged to make payment in full and fulfill all other obligations in accordance with the terms hereof, whether or not they have any claims or complaints.

10.4 In any case, claims of the Buyer shall be time barred unless legal proceedings have been initiated before the competent court as set forth in Clause 16 hereof within 12 (twelve) months after the date of delivery or the date that delivery should have commenced pursuant to the written confirmation from the Seller.

12. LIABILITY
12.1 The Seller shall not be liable for any damages of whatsoever nature, including physical injury, nor for delay of the delivery of Bunkers or services, no matter whether such damages or delay has been caused by any fault or negligence on the side of the Seller. The Seller shall furthermore also not be liable for any damages or delay as described above, when such damages or delay has been caused by the fault or negligence of its personnel, representatives or (sub) contractors.

12.2 Liabilities of the Seller for any consequential damages shall be excluded. In any event and notwithstanding anything to the contrary herein stated, the liability of the Seller shall under no circumstances exceed the invoice value of the Bunkers supplied under the relevant written agreement to the relevant Vessel.

12.3 The Buyer shall be liable towards the Seller and herewith undertakes to indemnify the Seller for any and all damages and/or costs suffered or otherwise incurred on the Seller due to a breach of the contract and/or any fault or neglect of the Buyers, its agents, servants, (sub) contractors, representatives, employees and the officers, crews and/or other people whether or not onboard of the respective Vessel(s). The Buyer furthermore also undertake to hold the Seller harmless in case of any third party institutes a claim of whatever kind against the Seller with direct or indirect relation to any agreement regulated by these general terms and conditions. Third party shall mean any other (physical or legal) person/company than the Buyer.

13. BREACH/CANCELLATION
13.1 The Seller shall have the option to immediately cancel the written agreement in full or in part, or to store or produce the storage of the Bunkers in whole or in part for the account and risk of the Buyer and to charge the Buyer with the expenses thereby incurred, or to hold the Buyer fully to the agreement, or take any other measures which the Seller then deems appropriate, without prejudice to its rights of indemnification, without any liability on the side of the Seller, in any (but not limited to) one of the following cases:

a) When the Buyer, for whatever reason, failing to accept the Bunkers in part or in full at the place and time designated for delivery.

b) When the Buyer failing in part or in full to comply with its obligations to pay any amount due to the Seller and/or provide the security as set out herein.

c) When, before the date of delivery, it is apparent in the opinion of the Seller that the financial position of the Buyer entails a risk for the Seller.

d) When, in case of force majeure, the Seller is of the opinion that the execution of the agreement shall be cancelled.

13.2 The Seller may terminate any written agreement with the Buyer in whole or in part, in its full discretion, upon the breach of any provisions hereof by the Buyer.

14. FORCE MAJEURE
14.1 The Seller or the supplier of the Seller shall not be liable for any loss, damage or demurrage due to any delay or failure in performance (a) because of compliance with any order of or any request by any government authority, or person purporting to act therefore, or (b) when supply of the Bunkers or any facility of production, manufacture, storage, transportation, distribution or delivery contemplated by the supplier of the Seller is interrupted, unavailable or inadequate for any cause whatsoever is not within the immediate control of the Seller or the supplier of the Seller, including (without any limitation) if such is caused by labour disputes, strikes, lockouts, governmental intervention, wars, civil commotion, fire flood, earthquake, accident, storm, swell, ice, adverse weather or any act of God. The Seller or the supplier of the Seller shall not be required to remove any such cause or replace any effected source or supply or facility if doing so shall involve additional expense or a deviation from the normal practices of Seller’s or the supplier of the Seller. The Seller or the supplier of the Seller shall not be required to make any deliveries omitted in accordance with this clause at any later time.

14.2 If the Buyer exercises a reasonable diligence, the Buyer shall not be liable for failure to receive any particular delivery if prevented there from by force majeure. The Buyer shall indemnify the Seller or the supplier of the Seller for any damage caused by the Buyer, the Buyer’s agent or employees in connection with deliveries hereunder.

14.3 In the event that the Seller, as a result of force majeure, can only deliver a superior grade of bunkers, the Seller is entitled to offer the said grade, and the Buyer must accept delivery thereof and pay the applicable price.

15. ENVIRONMENTAL PROTECTION
In the event that a spill occurs while the Bunkers are being delivered, the Buyer shall promptly take such necessary action to remove the spilled Bunkers and to mitigate the effects of such spill. Without prejudice to the generality of the foregoing, the Seller is hereby authorized in its full discretion at the expense of the Buyer to take such measures and incur such expenses (whether by employing its own resources or by contraction with others) as are necessary in the judgment of the Seller to remove the spilled Bunkers and mitigate the effects of such spill. The Buyer shall cooperate and render such assistance as is required by the Seller in the course of the action. All expenses, claims, costs, losses, damages, liability and penalties arising from spills shall be borne by the party that caused the spill by a negligent act or omission. If both parties have acted negligently, all expenses, claims, losses, damages, liability and penalties, shall be divided between the parties in accordance with the respective degree of negligence. The burden of proving Seller’s negligence shall be on the Buyer. The Buyer shall give the Seller all documents and other information concerning any spill or any program for the prevention there of, that is required by the Seller, or are required by law or regulation applicable at the time and place of delivery.

16. LAW AND JURISDICTION
16.1 This agreement shall be governed and construed in accordance with the laws of Denmark, save as provided in Clause 16.2 below.

16.2 All disputes arising in connection with this agreement or any agreement relating hereto, save where the Seller decides otherwise in its sole discretion, shall be finally settled by arbitration in Copenhagen in accordance with the Danish Arbitration Act as in effect from time to time.

16.3 For the sole benefit of the Seller it is further agreed that the Seller without prejudice to any rights hereunder of the Seller or any claim raised pursuant to Clause 16.2 above have the right to proceed against the Buyer, any third party or the Vessel in such jurisdiction as the Seller in its sole discretion sees fit inter alia for the purpose of securing payment of any amount due to the Seller from the Buyer or the Owner (pursuant to a payment guarantee). In such circumstances the proceedings shall be governed by the law (substantive and procedural) of such jurisdiction chosen by the Seller.

17. ENTRY INTO FORCE
These general terms and conditions shall apply (be valid and binding) and be effective for all offers, quotations, prices and deliveries made by BUNKERING.BIZ from 1st April 2011 and shall apply to any contracts concluded thereafter.