GENERAL TERMS AND CONDITIONS FOR PETROLEUM PRODUCT PURCHASES AND SALES – TRADING ONLY

1. APPLICABILITY

1.1.These terms and conditions are applicable to each and every sale of fuel and or gas oil and or lubricants sold by Thor Marine Trading to all parties purchasing the product. These terms and conditions shall override any other or different terms or conditions stipulated, incorporated or referred to by Buyer, whether in his purchase order or in any negotiation, unless otherwise agreed to in a subsequent writing.

1.2.These conditions apply to all offers, quotations, orders, agreements, services and all subsequent contracts of whatever nature, except where otherwise is expressly agreed in writing by THOR MARINE TRADING.

1.3.General trading conditions of another party will not apply, unless expressly accepted in writing by THOR MARINE TRADING.

1.4.If for whatever reason, the term(s) and/or provision(s) of these general conditions are invalid, the other terms and/or provisions hereof shall remain valid and be binding upon the parties.

2. DEFINITIONS

In these GTCS, the following terms shall, unless the context otherwise requires, have the following meanings:

2.1. AGREEMENT means the acceptance of the Contract (as hereinafter defined) to which these General Terms and Conditions apply.

2.2. BUYER means a party obligated to buy Product (as hereinafter defined) under this Agreement and as identified in the Contract (as hereinafter defined).

2.3. BUNKERS means the commercial grades of bunker oils as generally offered to the Seller’s customers for similar use at the time and place of delivery and/or services connected thereto.

2.4. CARGO means any Product (as hereinafter defined).

2.5. CONTRACT means any form of agreement including, without limitation, a purchase, sale, exchange contract, letter, telex, facsimile, electronic mail, or acceptance of Product to which these General Terms and Conditions are to any extent incorporated by reference or which is made subject to these General Terms and Conditions.

2.6. DELIVERY PORT shall mean a port at which the Seller delivers or arranges for the delivery of Product under a Contract.

2.7. INCOTERMS means the trade terms as most recently published by the International Chamber Of Commerce.

2.8. PRODUCT means the commodity that is the subject matter of this Agreement. Product shall include, but not be limited to, crude oil, condensate, residual oil, natural gas liquids, refined products, petrochemical products, olefins, feedstock, intermediate products, and any other hydrocarbon based material purchased, sold, or exchanged.

2.9. SELLER means a party obligated to sell Product under this Agreement and as identified in the Contract.

2.10. TERMINAL means the refinery or facility delivering or receiving the Cargo under this Agreement.

2.11. VESSEL means any inland barge, ocean-going barge, ocean tanker or tow, collectively, holding or transporting Cargo under this Agreement.

2.12. VESSEL PARTY means the party to the Agreement nominating a Vessel.

3. OFFERS, QUOTATIONS AND PRICES

3.1. An Agreement shall only be concluded and binding on Seller when Seller sends the Order Confirmation to the Buyer. These GTC are incorporated by reference in each and every Order Confirmation.

3.2. Agreements entered into via brokers, or any other authorised representative on behalf of the Seller, shall only bind the Seller upon Seller’s written confirmation that the broker acting on behalf of the Seller or other representative is authorised to send Seller’s Order Confirmation to the Buyer or the Buyer’s broker as the case may be.

3.3. The Seller’s offer is based on the applicable taxes, duties, costs, charges and price levels for Bunkers existing at the time of the conclusion of the Agreement. Any later or additional tax, assessment, duty or other charge of whatever nature and however named, or any increase in the price levels for the 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 Agreement has been concluded, shall be added to the agreed purchase price, provided that the Seller shall give the Buyer prior notice of such changes within a reasonable time after the Seller becomes aware of them.

3.4. All prices and/or tariffs are exclusive VAT, or any other applicable tax, unless specifically stated otherwise.

3.5 If the party requesting Bunkers is not the Owner of the Vessel, the Seller shall have the right to condition the sale on a payment guarantee provided by the Owner. If such payment guarantee is not promptly received upon the Seller’s request and in any event before the Bunkers are supplied, the Seller shall have the right to refuse to proceed with the sale and/or may cancel any Agreement with the Buyer at any time.

4. QUALITY AND QUANTITY DETERMINATIONS

4.1. The Buyer shall be solely responsible for nominating the quantity and quality of the Bunkers and for determining the potential compatibility with any Bunkers already on board the Vessel. Buyer also shall assume sole responsibility for the selection and fitness for purpose of its choice of Bunkers for any particular use or purpose, and the Seller shall assume no responsibility whatsoever for the compliance or fitness for purpose of the Bunkers for a specific type of engine or equipment. This includes, but is not limited to, the quality, sulphur content and any other specific characteristics of the Bunkers whatsoever. Any and all warranties regarding the satisfactory quality, merchantability, fitness for purpose, description or otherwise, whether express or implied, are hereby excluded and disclaimed. Unless expressly stated in the Order Confirmation, where specifications designate a maximum value, no minimum value is guaranteed; conversely, where minimum values are provided in a specification, no maximum values are guaranteed.

4.2. The quality and quantity delivered shall be as expressly stated in the Order Confirmation.

4.3. Where standard specifications are referenced in the Order Confirmation, tolerances in accordance with ISO 4259 for Reproducibility/Repeatability shall apply to the quality of the bunkers supplied by Seller and shall be accepted by the Buyer as bunkers within specification and Buyer shall not be entitled to any claim, discount, compensation, withholding of payment or other consequences whatsoever.

4.4. Seller will supply the quantity agreed within 5%, plus or minus, of the quantity stated in the Bunker Confirmation, which lesser or greater quantity Buyer accepts as full performance under the Agreement with no consequence other than a corresponding adjustment in the invoice price to reflect the actual quantity supplied.

4.5. Information regarding the typical characteristics of the Bunkers at any delivery location shall only be indicative of the Bunkers that have been made available at that location and shall not form a part of the specification of the Bunkers to be delivered.

4.6. Product delivered under this Agreement shall be subject to the receiving party’s inspection and approval prior to delivery. Payment may not be withheld pending inspection, but payment shall not constitute acceptance of Product or limit the receiving party’s remedies. If any delivered Product fails to meet the minimum specifications stated in the Contract, the receiving party may reject same or, at its option and upon notice to the delivering party, may accept such Product, in which case a price adjustment shall be made as provided in the Contract, or lacking such provision, by mutual agreement.

4.7 Buyer waives all claims against Seller with respect to any claimed shortage in quantity, unless Buyer or Buyerʼs representative shall give written notice both to the terminal operator and to the Seller at the time of loading. Seller shall also be notified in writing of any claimed defect in the quality immediately after such alleged defect is discovered. Each of the foregoing preliminary notlces shall be followed by a formal written notice of claim to Seller containing all details necessary to allow evaluation of the claim. lf Buyer fails to give any initial notice or if the formal written notice is not received by the Seller within fourteen (14) days after delivery of the marine fuel to vessel, any claim shall be conclusively deemed to have been waived.

4.8 Claims, if any, are to be settled separately from payment of the invoice, which, in all cases, has to be honored in full without delay.

5. VESSEL’S NOMINATION

5.1. Buyer shall give Seller at least seven (7) days prior written notice of the scheduled date of arrival of his vessel specifying the name of the vessel, vesselʼs agent, approximate date of arrival, bunkering port, grade and quantity of marine fuel and Buyerʼs address for invoicing.

5.2. Buyer shall ensure that either the master of a nominated Vessel or vesselʼs agent gives not less than two (2) working days advance notice to the Sellerʼs local office at each delivery port, which notice shall identify the Buyer and specify the place where and the time when delivery is required. The master or the vesselʼs agent shall give immediate notice to Seller of any delays in time of arrival. In case of failure to arrive at the scheduled date, Seller will use his best efforts to reschedule Buyerʼs vessel but shall not be responsible for any delays or for any damages resulting therefrom.

5.3. If any nomination is given by an agent for a Buyer hereunder, then such agent shall be independently liable, as if it were the principal, for the performance of all the obligations hereunder. Should the quantity requested locally exceed by ten percent (10 %) the nominated quantity in any grade, Buyer shall give Seller fax/telex authorization to supply such increased quantity.

5.4. Seller does not warrant nor shall be deemed to warrant the safety of any place (s) or facility (ies) where Buyer’s vessel loads and assumes no liability in respect thereof, except for loss or damage demonstrably caused by his failure to exercise reasonable care.

6. DELIVERY

6.1. Any sale shall be subject to ex works (EXW) conditions INCOTERM. Seller shall have the right to require Buyer to shift vessel to another berth or anchorage, and to deliver the Product by using extra barges whenever it is deemed necessary by Seller, depending on the barges capacity and the prior commitments of available barges or existing facilities.

6.2. Buyer shall make all connections and disconnections between the delivery hose and vessel’s intake pipe and shall be responsible to ensure that the hose is properly connected to the vessel’s manifold prior to the commencement of delivery. Buyer shall furnish steam, if necessary, and provide sufficient tankage equipment to receive promptly all deliveries.

6.3.The delivery shall be made during normal working hours unless required and available at other times (holidays, Saturday afternoons and Sundays) and permitted by port regulations, in which event Buyer shall reimburse Seller for any and all additional expenses incurred in connection therewith, including overtime.

6.4. Buyer shall ensure that vessel will be in full compliance with all applicable international conventions, all applicable laws, regulations and/or other requirements of the country of the port and/or place of delivery and all applicable regulations and/or requirements of any terminal or facilities in such port or place where vessel shall be supplied. Buyer shall also instruct Master of the nominated vessel as follows:

6.4.1. to be fully aware of Seller’s General Terms and Conditions of Sale and Delivery of Marine Fuels;

6.4.2. to advise Seller in writing, prior to delivery, of maximum allowable pumping rate and pressure. Master also has to acknowledge the communication and emergency shut-down procedures;

6.5. Vessels will be bunkered as promptly as possible, but Seller shall not be liable for demurrage, detention nor any other nor different damages due to any delay caused by weather (whether usual or unusual), congestion at the terminal or prior commitments of available barges or existing facilities, howsoever caused.

7. PAYMENT

7.1. Unless otherwise agreed between the Seller and the Buyer and specified in Order Confirmation, all payments hereunder shall be due 30 days from the date of delivery.

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

7.3 Payment shall be deemed to have been made on the date of which the Seller has received the full payment and such is available to the Seller. If payment falls due on a non-business day, the payment shall be made on or before the business day nearest to the due date. 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.

7.4 Delivery documents may be provided to the Buyer if requested, but payment shall not be conditional upon the Buyer’s receipt of such documents.

7.5 Any delay in payment of the full sum due shall entitle the Seller to interest at, the rate of 4 (four) per cent per month (compounded monthly for each month (or part thereof) of non payment) without prejudice to any rights or remedies available to the Seller. Furthermore the Seller holds the full right to involve internal and external legal assistance and to charge costs for same against Buyers.

7.6 Payments made by the Buyer shall at all times be credited in the following order: (1) costs, (2) interest and (3) invoices in their order of age, also if not yet due, or in Seller’s sole discretion to specify a payment to any such invoice Seller considers relevant.

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

8. POLLUTION PREVENTION AND RESPONSIBILITY

8.1. In the event that any Product is spilled, released, discharged or otherwise escapes to land, surface or ground waters, navigable or non-navigable (otherwise known as an “Occurrence”) during the loading or discharging of any Vessel, or during the course of transporting the Product in the performance of the Agreement, the parties shall each take such reasonable measures as are necessary to protect against or mitigate any resulting environmental damage or as required by any governmental authorities.

8.2. All Vessels shall comply with and meet any financial responsibility requirements under oil pollution and spill prevention laws or regulations as may be applicable to the transaction as described in the Agreement, or any Contract hereunder.

9. FORCE MAJEURE

9.1. Neither the Seller nor the Buyer shall be responsible for any failure to fulfil their respective obligations under a contract governed by these terms and conditions (other than the payment of money) if fulfilment has been delayed, hindered, interfered with, curtailed or prevented by compliance with any regulation or other government restriction or by compliance with any order or request of any government authority or person purporting to act therefore, or other disorders, wars, acts of enemies, strikes, lockouts, fires, floods, acts of God, perils of the sea, accidents of navigation, breakdowns or injury to ships, failure of or interference with supply from Sellers’ sources of supply, breakdown or injury to, or expropriation or confiscation of the facilities used for the production, transportation, receiving, manufacturing, handling or delivery of the Product.

9.2. The Seller reserves the right to increase the price charged for any Product (whether the price was originally determined by reference to the Seller’s prices or separately agreed in writing) if there is any increase in the costs incurred or to be incurred by the Seller or the Delivering Company in making the relevant supply due to factors which are beyond the control of the Seller or the Delivering Company. These factors include without limitation any increased taxes, duties, the making of any law, order, bye-law or other regulation, the occurrence of any currency fluctuation affecting the cost of any imported items.

10. NOTICE

10.1. Any notice [or other communication] given to a party under or in connection with this agreement shall be in writing and shall be:

10.1.1. delivered by hand or by pre-paid [first-class post] or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

10.1.2. sent by fax to its main fax number.

10.2. Any notice [or other communication] shall be deemed to have been duly received:

10.2.1. if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address];

10.2.2. if sent by pre-paid first-class post or other next Business Day delivery service, at [9.00 am] on the [second] Business Day after posting [or at the time recorded by the delivery service];

10.2.3. if sent by fax, at [9.00 am] on the next Business Day after transmission.

10.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

[For the purposes of this clause, “writing” shall not include e-mail.]

11. GOVERNING LAW AND JURISDICTION

11.1 Any legal issue relating to the agreement and each and every provision incorporated in the agreement or further agreements resulting of the agreement shall be governed by laws of england, with the exclusion of any other laws or other sort of regulations, either national or international.

11.2. Disputes shall be referred to the English High Court of Justice in London. Alternatively and at the Seller’s sole option, the Seller may commence proceedings against the Buyer at a competent court of a place of business of the Buyer.

GENERAL TERMS AND CONDITIONS FOR PETROLEUM PRODUCT PURCHASES AND SALES – SUPPLY ONLY

1. APPLICABILITY

1.1.These terms and conditions are applicable to each and every sale of fuel and or gas oil and or lubricants sold by Thor Marine Trading to all parties purchasing the product. These terms and conditions shall override any other or different terms or conditions stipulated, incorporated or referred to by Buyer, whether in his purchase order or in any negotiation, unless otherwise agreed to in a subsequent writing.

1.2.These conditions apply to all offers, quotations, orders, agreements, services and all subsequent contracts of whatever nature, except where otherwise is expressly agreed in writing by THOR MARINE TRADING.

1.3.General trading conditions of another party will not apply, unless expressly accepted in writing by THOR MARINE TRADING.

1.4.If for whatever reason, the term(s) and/or provision(s) of these general conditions are invalid, the other terms and/or provisions hereof shall remain valid and be binding upon the parties.

2. DEFINITIONS

In these GTCS, the following terms shall, unless the context otherwise requires, have the . following meanings:

2.1. AGREEMENT means the acceptance of the Contract (as hereinafter defined) to which these General Terms and Conditions apply.

2.2. BUYER means a party obligated to buy Product (as hereinafter defined) under this Agreement and as identified in the Contract (as hereinafter defined).

2.3. BUNKERS means the commercial grades of bunker oils as generally offered to the Seller’s customers for similar use at the time and place of delivery and/or services connected thereto.

2.4. CARGO means any Product (as hereinafter defined).

2.5. CONTRACT means any form of agreement including, without limitation, a purchase, sale, exchange contract, letter, telex, facsimile, electronic mail, or acceptance of Product to which these General Terms and Conditions are to any extent incorporated by reference or which is made subject to these General Terms and Conditions.

2.6. DELIVERY PORT shall mean a port at which the Seller delivers or arranges for the delivery of Product under a Contract.

2.7. INCOTERMS means the trade terms as most recently published by the International Chamber Of Commerce.

2.8. PRODUCT means the commodity that is the subject matter of this Agreement. Product shall include, but not be limited to, crude oil, condensate, residual oil, natural gas liquids, refined products, petrochemical products, olefins, feedstock, intermediate products, and any other hydrocarbon based material purchased, sold, or exchanged.

2.9. SELLER means a party obligated to sell Product under this Agreement and as identified in the Contract.

2.10. TERMINAL means the refinery or facility delivering or receiving the Cargo under this Agreement.

2.11. VESSEL means any inland barge, ocean-going barge, ocean tanker or tow, collectively, holding or transporting Cargo under this Agreement.

2.12. VESSEL PARTY means the party to the Agreement nominating a Vessel.

3. OFFERS, QUOTATIONS AND PRICES

3.1. An Agreement shall only be concluded and binding on Seller when Seller sends the Order Confirmation to the Buyer. These GTC are incorporated by reference in each and every Order Confirmation.

3.2. Agreements entered into via brokers, or any other authorised representative on behalf of the Seller, shall only bind the Seller upon Seller’s written confirmation that the broker acting on behalf of the Seller or other representative is authorised to send Seller’s Order Confirmation to the Buyer or the Buyer’s broker as the case may be.

3.3. The Seller’s offer is based on the applicable taxes, duties, costs, charges and price levels for Bunkers existing at the time of the conclusion of the Agreement. Any later or additional tax, assessment, duty or other charge of whatever nature and however named, or any increase in the price levels for the 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 Agreement has been concluded, shall be added to the agreed purchase price, provided that the Seller shall give the Buyer prior notice of such changes within a reasonable time after the Seller becomes aware of them.

3.4. All prices and/or tariffs are exclusive VAT, or any other applicable tax, unless specifically stated otherwise.

3.5 If the party requesting Bunkers is not the Owner of the Vessel, the Seller shall have the right to condition the sale on a payment guarantee provided by the Owner. If such payment guarantee is not promptly received upon the Seller’s request and in any event before the Bunkers are supplied, the Seller shall have the right to refuse to proceed with the sale and/or may cancel any Agreement with the Buyer at any time.

4. QUALITY AND QUANTITY DETERMINATIONS

4.1. The Buyer shall be solely responsible for nominating the quantity and quality of the Bunkers and for determining the potential compatibility with any Bunkers already on board the Vessel. Buyer also shall assume sole responsibility for the selection and fitness for purpose of its choice of Bunkers for any particular use or purpose, and the Seller shall assume no responsibility whatsoever for the compliance or fitness for purpose of the Bunkers for a specific type of engine or equipment. This includes, but is not limited to, the quality, sulphur content and any other specific characteristics of the Bunkers whatsoever. Any and all warranties regarding the satisfactory quality, merchantability, fitness for purpose, description or otherwise, whether express or implied, are hereby excluded and disclaimed. Unless expressly stated in the Order Confirmation, where specifications designate a maximum value, no minimum value is guaranteed; conversely, where minimum values are provided in a specification, no maximum values are guaranteed.

4.2. The quality and quantity delivered shall be as expressly stated in the Order Confirmation.

4.3. Where standard specifications are referenced in the Order Confirmation, tolerances in accordance with ISO 4259 for Reproducibility/Repeatability shall apply to the quality of the bunkers supplied by Seller and shall be accepted by the Buyer as bunkers within specification and Buyer shall not be entitled to any claim, discount, compensation, withholding of payment or other consequences whatsoever.

4.4. Seller will supply the quantity agreed within 5%, plus or minus, of the quantity stated in the Bunker Confirmation, which lesser or greater quantity Buyer accepts as full performance under the Agreement with no consequence other than a corresponding adjustment in the invoice price to reflect the actual quantity supplied.

4.5. Information regarding the typical characteristics of the Bunkers at any delivery location shall only be indicative of the Bunkers that have been made available at that location and shall not form a part of the specification of the Bunkers to be delivered.

4.6. Product delivered under this Agreement shall be subject to the receiving party’s inspection and approval prior to delivery. Payment may not be withheld pending inspection, but payment shall not constitute acceptance of Product or limit the receiving party’s remedies. If any delivered Product fails to meet the minimum specifications stated in the Contract, the receiving party may reject same or, at its option and upon notice to the delivering party, may accept such Product, in which case a price adjustment shall be made as provided in the Contract, or lacking such provision, by mutual agreement.

4.7 Buyer waives all claims against Seller with respect to any claimed shortage in quantity, unless Buyer or Buyerʼs representative shall give written notice both to the terminal operator and to the Seller at the time of loading. Seller shall also be notified in writing of any claimed defect in the quality immediately after such alleged defect is discovered. Each of the foregoing preliminary notlces shall be followed by a formal written notice of claim to Seller containing all details necessary to allow evaluation of the claim. lf Buyer fails to give any initial notice or if the formal written notice is not received by the Seller within fourteen (14) days after delivery of the marine fuel to vessel, any claim shall be conclusively deemed to have been waived.

4.8 Claims, if any, are to be settled separately from payment of the invoice, which, in all cases, has to be honored in full without delay.

5. VESSEL’S NOMINATION

5.1. Buyer shall give Seller at least seven (7) days prior written notice of the scheduled date of arrival of his vessel specifying the name of the vessel, vesselʼs agent, approximate date of arrival, bunkering port, grade and quantity of marine fuel and Buyerʼs address for invoicing.

5.2. Buyer shall ensure that either the master of a nominated Vessel or vesselʼs agent gives not less than two (2) working days advance notice to the Sellerʼs local office at each delivery port, which notice shall identify the Buyer and specify the place where and the time when delivery is required. The master or the vesselʼs agent shall give immediate notice to Seller of any delays in time of arrival. In case of failure to arrive at the scheduled date, Seller will use his best efforts to reschedule Buyerʼs vessel but shall not be responsible for any delays or for any damages resulting therefrom.

5.3. If any nomination is given by an agent for a Buyer hereunder, then such agent shall be independently liable, as if it were the principal, for the performance of all the obligations hereunder. Should the quantity requested locally exceed by ten percent (10 %) the nominated quantity in any grade, Buyer shall give Seller fax/telex authorization to supply such increased quantity.

5.4. Seller does not warrant nor shall be deemed to warrant the safety of any place (s) or facility (ies) where Buyer’s vessel loads and assumes no liability in respect thereof, except for loss or damage demonstrably caused by his failure to exercise reasonable care.

6. DELIVERY

6.1. Any sale shall be subject to ex works (EXW) conditions INCOTERM. Seller shall have the right to require Buyer to shift vessel to another berth or anchorage, and to deliver the Product by using extra barges whenever it is deemed necessary by Seller, depending on the barges capacity and the prior commitments of available barges or existing facilities.

6.2. Buyer shall make all connections and disconnections between the delivery hose and vessel’s intake pipe and shall be responsible to ensure that the hose is properly connected to the vessel’s manifold prior to the commencement of delivery. Buyer shall furnish steam, if necessary, and provide sufficient tankage equipment to receive promptly all deliveries.

6.3.The delivery shall be made during normal working hours unless required and available at other times (holidays, Saturday afternoons and Sundays) and permitted by port regulations, in which event Buyer shall reimburse Seller for any and all additional expenses incurred in connection therewith, including overtime.

6.4. Buyer shall ensure that vessel will be in full compliance with all applicable international conventions, all applicable laws, regulations and/or other requirements of the country of the port and/or place of delivery and all applicable regulations and/or requirements of any terminal or facilities in such port or place where vessel shall be supplied. Buyer shall also instruct Master of the nominated vessel as follows:

6.4.1. to be fully aware of Seller’s General Terms and Conditions of Sale and Delivery of Marine Fuels;

6.4.2. to advise Seller in writing, prior to delivery, of maximum allowable pumping rate and pressure. Master also has to acknowledge the communication and emergency shut-down procedures;

6.5. Vessels will be bunkered as promptly as possible, but Seller shall not be liable for demurrage, detention nor any other nor different damages due to any delay caused by weather (whether usual or unusual), congestion at the terminal or prior commitments of available barges or existing facilities, howsoever caused.

7. PAYMENT

7.1. Unless otherwise agreed between the Seller and the Buyer and specified in Order Confirmation, all payments hereunder shall be due 30 days from the date of delivery.

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

7.3 Payment shall be deemed to have been made on the date of which the Seller has received the full payment and such is available to the Seller. If payment falls due on a non-business day, the payment shall be made on or before the business day nearest to the due date. 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.

7.4 Delivery documents may be provided to the Buyer if requested, but payment shall not be conditional upon the Buyer’s receipt of such documents.

7.5 Any delay in payment of the full sum due shall entitle the Seller to interest at, the rate of 4 (four) per cent per month (compounded monthly for each month (or part thereof) of non payment) without prejudice to any rights or remedies available to the Seller. Furthermore the  Seller holds the full right to involve internal and external legal assistance and to charge costs for same against Buyers.

7.6 Payments made by the Buyer shall at all times be credited in the following order: (1) costs, (2) interest and (3) invoices in their order of age, also if not yet due, or in Seller’s sole discretion to specify a payment to any such invoice Seller considers relevant.

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

8. POLLUTION PREVENTION AND RESPONSIBILITY

8.1. In the event that any Product is spilled, released, discharged or otherwise escapes to land, surface or ground waters, navigable or non-navigable (otherwise known as an “Occurrence”) during the loading or discharging of any Vessel, or during the course of transporting the Product in the performance of the Agreement, the parties shall each take such reasonable measures as are necessary to protect against or mitigate any resulting environmental damage or as required by any governmental authorities.

8.2. All Vessels shall comply with and meet any financial responsibility requirements under oil pollution and spill prevention laws or regulations as may be applicable to the transaction as described in the Agreement, or any Contract hereunder.

9. FORCE MAJEURE

9.1. Neither the Seller nor the Buyer shall be responsible for any failure to fulfil their respective obligations under a contract governed by these terms and conditions (other than the payment of money) if fulfilment has been delayed, hindered, interfered with, curtailed or prevented by compliance with any regulation or other government restriction or by compliance with any order or request of any government authority or person purporting to act therefore, or other disorders, wars, acts of enemies, strikes, lockouts, fires, floods, acts of God, perils of the sea, accidents of navigation, breakdowns or injury to ships, failure of or interference with supply from Sellers’ sources of supply, breakdown or injury to, or expropriation or confiscation of the facilities used for the production, transportation, receiving, manufacturing, handling or delivery of the Product.

9.2. The Seller reserves the right to increase the price charged for any Product (whether the price was originally determined by reference to the Seller’s prices or separately agreed in writing) if there is any increase in the costs incurred or to be incurred by the Seller or the Delivering Company in making the relevant supply due to factors which are beyond the control of the Seller or the Delivering Company. These factors include without limitation any increased taxes, duties, the making of any law, order, bye-law or other regulation, the occurrence of any currency fluctuation affecting the cost of any imported items.

10. NOTICE

10.1. Any notice [or other communication] given to a party under or in connection with this agreement shall be in writing and shall be:

10.1.1. delivered by hand or by pre-paid [first-class post] or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

10.1.2. sent by fax to its main fax number.

10.2. Any notice [or other communication] shall be deemed to have been duly received:

10.2.1. if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address];

10.2.2. if sent by pre-paid first-class post or other next Business Day delivery service, at [9.00 am] on the [second] Business Day after posting [or at the time recorded by the delivery service];

10.2.3. if sent by fax, at [9.00 am] on the next Business Day after transmission.

10.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

[For the purposes of this clause, “writing” shall not include e-mail.]

11. GOVERNING LAW AND JURISDICTION

11.1 Any legal issue relating to the agreement and each and every provision incorporated in the agreement or further agreements resulting of the agreement shall be governed by laws of France, with the exclusion of any other laws or other sort of regulations, either national or international.

11.2. Disputes shall be referred to the Commercial Court of Marseille. Alternatively and at the Seller’s sole option, the Seller may commence proceedings against the Buyer at a competent court of a place of business of the Buyer.

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