A binding Contract comes into existence when the Seller sends the Order Confirmation to the Buyer.
Where a Contract is entered into by an Agent, whether disclosed or undisclosed, then such Agent with notice of these STCS shall (i) be jointly and severally liable with the Buyer for the proper performance of all the obligations of the Buyer under this Contract as if acting as a principal; and/or (ii) guarantee the Buyer’s obligations under the Contract.
All orders of Products are considered to be emanating from the Master of the vessel, even if relayed by the Buyer to the Seller and even if no written request for the Master of the vessel exists, and the Buyer’s obligations under a Contract shall be treated as a primary lien on the Vessel.
Within 24 hours of a Contract being formed the Buyer shall send to the Seller a compliant Arrival Notice confirming arrival in accordance with the delivery period stated in the Order Confirmation. Thereafter further Arrival Notices shall be sent 3, 2 and 1 days before the Vessel’s arrival at the Place of Supply. If the Contract is entered less than 3 days from delivery then Arrival Notices shall be provided daily from the date of the Contract.
The Buyer or its appointed agent at the Place of Supply shall ensure compliance with all requests from the Seller or its sub-contractors concerning the Vessel’s arrival.
The Seller is entitled to cancel the Contract if the Buyer fails to provide Arrival Notices as aforesaid.
The Seller shall revise the Price and date of supply or shall have the right to cancel the Contract if the Vessel is not available to receive Products within 12 hours of the original delivery period or within 2 hours of the arrival time as stated in the last Arrival Notice.
OFFERS & PRICES
The Price for the Bunkers supplied under the present terms and conditions shall be fixed in INR per one metric ton and specified in a relevant confirmation which shall define the quantity of the Bunkers being supplied as well.
It is not allowed to reconsider the price for the quantity of the Bunkers already supplied and/or agreed in the case that all the terms and conditions of the agreement between the seller and the buyer, such as the date and port of delivery, the quantity and quality of the goods, have been fulfilled.
The Seller’s offer 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 the seller’s confirmation).Any subsequent or additional tax, assessment, duty or other charge of whatever nature and however named, or any increase of components for Bunkers or any additional costs incurred by the Seller whatsoever caused by any change in the seller’s contemplated source of supply or otherwise, coming into existence after the agreement has concluded, shall be added to the agreed purchase price, provided that the seller gives the buyer a prior notice of this effect within a reasonable time after the seller becoming aware of the relevant circumstances.
If the party requesting Bunkers is not the Owner of the vessel, the seller shall have the right to refuse or to insist as a precondition of sale that a payment guarantee be provided by Owner .The Seller shall have the right to cancel any agreement with the Buyer at any time if such payment guarantee is not received upon request thereof from the Seller to the Owner.
- 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.
- In any case the Buyer, unless otherwise agreed in writing , must give a no less than seventy two (72) hours approximate notice of delivery, which is to be followed by a forty eight (48) hours and twenty four (24) hour notices, where the last notice must specify the exact place of delivery.
- The vessel in question shall be bunkered as promptly as the circumstances permit. The Seller shall not be 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 available barges or any other reason.The receiving vessel shall moor ,unmoor ,hoist bunkering hoses from the barges respective lower hoses whenever required by the Seller or the Seller’s representatives, free of expenses, and shall in any way be requested to assist barge equipment to a smooth supply. The Buyer shall make and be responsible for all connections and disconnections between the delivery hoses and the vessel’s bunker intake manifold/pipe and ensure that the hoses are properly secured to the Vessel’s manifold prior to commencement of delivery.
- 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 representatives is rendered in connection with the delivery.
- The receiving vessel shall moor ,unmoor ,hoist bunkering hoses from the barges respective lower hoses whenever required by the Seller or the Seller’s representatives, free of expenses, and shall in any way be requested to assist barge equipment to a smooth supply. The Buyer shall make and be responsible for all connections and disconnections between the delivery hoses and the vessel’s bunker intake manifold/pipe and ensure that the hoses are properly secured to the Vessel’s manifold prior to commencement of delivery.
- Payment shall be made by the Buyer or a third party for and on behalf of the Buyer as directed by the Seller within the period agreed in writing.
- All bank commission expenses and costs for the money transfer occurring at the seller’s bank shall be made by the Seller and vice-versa.
- The payment amount shall be transferred to the Seller’s account on the specified date stipulated in the bunker confirmation .
The Buyer shall have the sole responsibility of the nomination of the grade of Products requested for the Vessel.
Unless otherwise stated in the Order Confirmation, Bunker Oil sold shall conform to those specifications defined under the prevailing ISO Standard or in the absence of such Bunker Oil being available at the Place of Supply the Bunker Oil shall be of the same quality generally offered for sale at the Place of Supply for the grade of Bunker Oil specified by the Buyer. The Bunker Oil shall be used exclusively for the operation of the machinery of the Vessel identified in the Contract.
The quantity of Bunker Oil delivered by the Seller to the Buyer shall be established according to soundings or other measurements taken by the Seller from the Supply Equipment or shore tanks which shall be conclusive evidence of the quantities delivered and shall be recorded in the Bunker Delivery Note which the representative of the Buyer shall be invited to sign. The Bunker Delivery Note shall be binding evidence of the quantity delivered, regardless of the Buyer’s failure to sign the same. Measurements by any other means shall not be binding on the Seller, save for a measurement according to clause 8.2.
The Buyer may request that an Independent Surveyor measure the quantity of Bunker Oil delivered by measuring the Supply Equipment or shore tanks and shall issue his survey report. The Buyer shall pay the Independent Surveyor’s costs and expenses in relation to the measurements of the quantity of Bunker Oil delivered. The measurement carried out by the Independent Surveyor shall then be conclusive evidence of the quantities delivered. Both the Seller and Buyer shall have the right to witness the measurement operations.
TITLE AND RISK OF LOSS
- All deliveries shall be deemed to be complete and title shall pass to Buyer when the Marine Fuel has reached the flange connecting the delivery facilities provided by Supplier with the receiving facilities provided by Buyer at which point Seller’s or Supplier’s responsibility shall cease and Buyer shall assume all risk of loss, damage, deterioration or evaporation as to the Marine Fuel so delivered. The Marine Fuel shall be pumped at the risk and peril of Seller or Supplier up to that flange only and thereafter.Seller and Supplier shall not be responsible for any loss or damage.
- Title in and to the Marine Fuel delivered and/or properly rights in and to such Marine Fuel shall remain vested in the Seller until full payment has been received by the Seller of all amounts due in connection with the respective delivery.
- Until full payment of any amount due to the Seller has been made, the Buyer shall not be entitled to use the Marine Fuel other than for the propulsion of the Vessel, nor mix, blend, sell, encumber, pledge, alienate, or surrender the Marine Fuel to any third party or other Vessel.
- In case of breach hereof by the Buyer, the Seller is entitled to take back the Marine Fuel without prior juridical intervention, without prejudice to all other rights or remedies available to the Seller. In the event that the Marine Fuel have been mixed with other Marine Fuel onboard the Vessel, the Seller shall have the right of lien to such part of the mixed Marine Fuel as corresponds to the quantity or net value of Marine Fuel delivered. In case the Marine Fuel, in part or full, are no longer present or can no longer be identified or distinct from other Marine Fuel, the Seller has the right to attach the Vessel and/or sister ship and/or any other assets of the Buyer (or the Owner of the Vessel), wherever situated in the world without prior notice. Where title in and to the Marine Fuel delivered has passed to the Buyer and/or any third party before full payment has been made to the Seller, the Buyer shall grant a pledge in such Marine Fuel to the Seller. The Buyer shall furthermore grant a pledge in any other Marine Fuel present in the respective Vessel, including any mixtures of the delivered Marine Fuel and other bunkers. Such pledge will be deemed to have been given for any and all claims, of whatever origin and of whatever nature that the Seller may have against the Buyer.
- Any claim with regard to the quantity delivered must be notified by the Buyer or the Master of the Vessel to the Seller or its representative immediately after completion of delivery in the form of a statement or a letter of protest. If the Buyer fails to present such immediate notice of protest to the Seller such claim shall be deemed to have been waived and shall be barred for any later time.
- Any claim as to the quality of the Marine Fuels delivered must be submitted by the Buyer to the Seller in writing within fifteen (15) days after the date of delivery, failing which, such claim shall be deemed waived and forever barred.
- Buyer shall base its quality claim solely on an analysis of the retained sample provided at the time of the delivery. Buyer shall promptly furnish the Seller with the results of testing of the retained sample to enable the Seller to properly evaluate the claim.
- The independent laboratory’s analysis shall be conclusive as to the quality of the Marine Fuel delivered. The analysis shall be established by tests in accordance with ISO 8217 and/or any other specifications agreed to between the Buyer and the Seller in writing. Unless otherwise agreed, the expenses of the analysis performed by the independent laboratory shall be borne equally by the Seller and the Buyer.
- In case the Seller accepts the quality claim, the Buyer shall take all reasonable measures, including retention and burning of Marine Fuels in accordance with the Seller’s instructions, to eliminate or minimize any costs associated with an off-specification or suspected off- specification supply. The Seller’s obligation shall not exceed direct expenses incurred for removal and replacement of Marine Fuels. If the Buyer removes such Marine Fuels without the consent of the Seller, then all such removal and related costs shall be for Buyer’s account. Not with standing anything in these Terms and Conditions to the contrary, the Seller’s obligations or liabilities hereunder shall not include any consequential or indirect damages, including without limitation, deviation costs, demurrage, damage to any Vessels or the Buyer’s delivery vessels or to their engines or tanks, and any actual or prospective loss of profits. The Seller’s maximum liability under these Terms and Conditions shall not exceed the price charged to the Buyer for the Marine Fuels supplied.
- The Seller shall not be responsible for any claim arising under any circumstances where there is or has been commingling of Marine Fuels delivered by the Seller with other fuel aboard the Vessel or the Buyer’s delivery vessel.
- The present Terms and Conditions shall be governed by and construed in accordance with the Court of Law of Chennai.
- Any dispute, difference or claim arising in connection with the present Terms and Conditions or their violation, termination or invalidity shall be settled by Court of Chennai.