General Terms and Conditions for sale of Marine Fuel

General Terms and Conditions for sale of Marine Fuel:

FUJAIRAH

STANDARD TERMS AND CONDITIONS OF SALE OF MARINE FUEL FOR VESSELS BY Abu Dhabi Cosmo Oil & Gas FZC 1st NOVEMBER 2014


Except as may otherwise be negotiated by the parties and agreed to in writing, the following terms and conditions shall apply to all sales of marine bunker fuels and related products of whatever type or grade by Abu Dhabi Cosmo Oil & Gas FZC, Hamriyah, UAE to any Buyer as defined below:

ARTICLE 1 DEFINITION
1.1 In this document the following terms shall have the following meanings: 

Bunker Confirmation      means a confirmation in writing from the Seller to the Buyer setting Forth the particular terms of each sale of Bunker Fuel. 

Bunker Contract             means the Bunker Confirmation and the Standard Terms.

Bunker Fuel                    means marine bunker fuel and related products of whatever type or Grade delivered by the Seller. 

Buyer                              means the Buyer under each Bunker Contract, including the entity or entities named in the Bunker Confirmation,                                                       together with the Vessel, her master, owners, operators, charterers, any party benefitting from consuming the Bunker                                             Fuel, and any other party ordering the Bunker Fuel, all of whom shall be jointly and severally liable as Buyer under each                                         Bunker Contract.

Standard Terms              means these terms and conditions in force as of December 1st 2011 and any subsequent amendments hereto.


Seller                               means Abu Dhabi Cosmo Oil & Gas FZC with its principal place of business at Hamriyah Free Zone – Sharjah, UAE acting through                                           any of its agents. 

Vessel                             means the Vessel to which a delivery of Bunker Fuel is made and/or on board which it is consumed, which shall include                                           any on-shore tank, rig, or other unit or installation supplied by the Seller. 

ARTICLE 2 PRICE 2.1 

The price for delivery of  Bunker Fuel sold hereunder shall be agreed upon by Buyer and Seller. Buyer shall, in addition to the price, pay all applicable duties, port charges, taxes and other such costs including, without limitation, those imposed by governmental authorities, and barging and other delivery charges.

ARTICLE 3 NOMINATION AND DELIVERIES


3.1  Each sale of Bunker Fuel shall be confirmed by a Bunker Confirmation. The Bunker Confirmation shall incorporate the Standard Terms by reference and the Bunker Confirmation and the Standard Terms together constitute the complete Bunker Contract. The Bunker Contract shall supersede any conflicting terms of other contracts which the Buyer may seek to enforce against the Seller. In particular, any terms not directly aimed at bunker sales transactions may not be enforced against the Seller to the effect they contravene the Bunker Contract.

3.2  The Bunker Fuel order shall be considered firm and binding upon Buyer's acceptance of price, quoted by Seller. Confirmation in writing by Seller of price may be provided to Buyer, but the absence of such confirmation shall not void the agreement of sale.

3.3  If Seller is, on behalf of Buyer, requested to make any arrangements with and secure any permission of port authorities prior to making delivery, an appropriate and early notice from Buyer is required. 

3.4  Abu Dhabi Cosmo Oil & Gas has the option to increase fuel prices if the vessel's actual arrival time is more than 48 hours after the arrival time specified in the notice required under (ii) above.

3.5  Any notice by Buyer that a maritime lien on the vessel may not be created because of the existence in Buyer's charter party of a Prohibition of Lien Clause, or for any other reason, must be given to Seller in the initial order for marine fuel, in which case no credit can be granted to Buyer and the marine fuel shall be paid for in cash or equivalent prior to delivery. Any notice of such restriction given by Buyer, its agents, ship's personnel or other person later than in the initial order shall not effect a modification of the terms of sale except that any granting of credit by Seller is rescinded on receipt of the notice, with full payment due forthwith. Any cancellation thereafter shall be subject to cancellation charges which are due to the above reasons


3.6  Where delivery is required during other than regular business hours, Buyer shall pay all overtime and extra expenses incurred by Seller or its agents or contractors.

3.7  Where lighterage is employed, lighterage charges shall be for the account of Buyer. Lighterage will be charged on the quantity delivered to the Buyer's vessel in accordance with the rates and charges of the fuel barge contractor. Deliveries of light diesel, gas oil and other grade of marine fuel on two or more barges will be subject to separate charges. 

3.8  Buyer will give Seller at least three (3) working days prior written notice of the delivery desired, specifying the vessel, the estimated date of arrival, location and method of delivery, and the grade and quantity of Bunker Fuel requested.

3.9  The Buyers, vessel or their agents at the port or place of delivery, shall give the Sellers or their representatives at the port or place of delivery, 96, 72 and 48 hours approximate and 36 hours definite notice of the Vessel's arrival and the location and time at which deliveries are required.


3.10  Where delivery is required outside normal working hours and is permitted by applicable regulations, Buyer will pay all overtime and extra expenses incurred. 

3.11  Buyer will make all connections and disconnections of the delivery hose and will render all other necessary assistance and equipment to receive deliveries. 

3.12  Where lightering/barging is employed, lightering/barging charges shall be for the account of Buyer. If Buyer fails to take delivery, in whole or in part, of the quantities nominated, Buyer shall be responsible for any costs resulting from Buyer's failure to take full delivery, as well as for any losses incurred by Seller to downgrade and/or pump back of the fuel.

3.13  Buyer will be liable for all demurrage or additional expenses incurred by Seller if Buyer causes delays to Suppliers' facilities in effecting delivery. Buyer will also pay for mooring, unmooring and port dues incurred. In addition Buyer will be liable for any expenses incurred by Seller resulting from Buyer's failure to take delivery of the full quantity of Bunker Fuels agreed to by Buyer including but not limited to any loss on the resale of the Bunker Fuels and the Buyer shall bear the risk of the return transport, demurrage on the barge or trucks, storage or selling of the Bunker Fuels. Seller further shall not be liable for such demurrage, loss, damage or expense incurred by Buyer due to delays in furnishing a berth. In any situation not included above, Seller shall not be liable for delay in delivery, or failure to make delivery, of marine fuels unless Buyer proves that the delay or failure was solely caused by gross negligence on the part of the Seller. In any case, damages recoverable from Seller for delay in delivery or failure to make delivery shall be limited to direct damages for additional time in port and shall not include any consequential damages whatsoever, including, without limitation thereto, detention, demurrage, charter hire, crew wages, towage, pilotage, lost profits, barge delivery charges and increased costs or expenses in obtaining replacement fuel.

3.14  Buyer shall indemnify and hold harmless Seller against all damage and liabilities arising from any acts or omissions of Buyer or its servants, ship's officers or crew in connection with the delivery of the fuel under this agreement.

3.15  Abu Dhabi Cosmo Oil & Gas has the option to increase fuel prices if the vessel's actual arrival time is more than 48 hours after the arrival time specified in the notice required under (3.4) above.

3.16  If Buyer cancels the nomination for any reason whatsoever any charges incurred are for Buyer's account. 3.17 Seller will not be liable for any demurrage or loss incurred by Buyer due to congestion affecting Suppliers' delivery facilities, prior commitments of available barges or to any other delay in delivery. 

3.18  Seller or it's Supplier will arrange deliveries based on the principle of "First Come-First Served" but reserve the right to arrange bunkering sequence following his logistics, prior engagements, priorities, obligations and deliveries."

3.19  Marine fuel is delivered hereunder not only on the credit of Buyer but also on credit of the vessel receiving delivery of marine fuel, and it is agreed and Buyer warrants that Seller will have and may assert a maritime lien against the receiving vessel for the amount of the purchase price of said marine fuel together with all delivery and other charges forming part of the agreement of sale. All associated costs to recover the unpaid bills will be solely on the buyer ordering the fuel.


3.20  Delivery into Buyer's vessel at terminal need not be made whenever, in Seller's opinion, clear and safe berth for the vessel is not available, or when, for any other reason, delivery would, in Seller's opinion, be unsafe or inadvisable. 

3.21  Delivery into Buyer's vessel by barge need not be made whenever, in the opinion of Seller or the fuel barge contractor, safe passage or clear and safe berth for the barge, whether alongside Buyer's vessel or otherwise, is not available, or when, for any other reason, in the opinion of Seller or the fuel barge contractor, delivery would be unsafe or inadvisable.

3.22  On Buyer's cancellation of a nomination, or portion thereof, , Abu Dhabi Cosmo Oil & Gas shall be entitled to a fee of $5.00 per metric ton or the lost fuel value, whichever is greater, by way of liquidated damages and as compensation for Seller's relinquishing its rights under the agreement. Lost fuel value shall be considered the difference between the contract price per metric ton and market value of fuel at time of cancellation as determined by Platts Bunkerwire mid-point on the day of cancellation for the closest relevant market. If no publication on the cancellation day the next published quotation will be considered for this purpose.


ARTICLE 4 QUALITY 

4.1  Buyer shall have the sole responsibility for the selection of the proper grades of Bunker Fuels for use in the vessel being supplied and the Seller shall not be under any obligation to check whether the grade of Bunker Fuels is suitable for the Vessel. The Bunker Fuels shall be of the same quality generally offered for sale at the time and place of delivery, for the grade of Bunker Fuels ordered by the Buyer.

4.2  Buyer at its own expense has the right to have its representatives present to inspect the Bunker Fuel to be delivered hereunder before it is pumped aboard the vessel being supplied. Any such inspection must not delay delivery and must take place in the presence of a representative of the Seller.

4.3  The Buyer shall be responsible to keep the delivered Bunker Fuel segregated from any Bunker Fuel(s) onboard the Vessel or from a different delivery to the Vessel. In no event shall the Seller be responsible for the quality and compatibility of the Bunker Fuel delivered if the Seller's product is mixed or comingled with any other product(s) onboard the receiving Vessel. The Buyer shall be solely responsible for any losses caused by mixing or comingling the Bunker Fuel with any other oil, including any damage the Bunker Fuel may cause on other products on board the receiving Vessel.


ARTICLE 5 QUANTITY
5.1  The quantity of Bunker Fuel delivered shall be determined from gauges/ullages of the barge or truck effecting delivery or by gauging/ullages of shore tank, at Seller's option, if delivery is by pipeline. Buyer has the right to have its representatives present during measurements, but the measurement as per the official gauge or meter of the Bunker Tanker/Shore Tank/Road tanker shall be final and binding on both the Parties. 

ARTICLE 6 SAMPLING

6.1  The Seller or its representatives shall arrange for samples to be drawn at the time of delivery of the Bunker Fuel. Unless otherwise agreed between the Seller and Buyer prior to entering into the Bunker Contract, the samples shall be drawn from a point and in a manner chosen by the Seller or its representatives in accordance with the MARPOL sampling procedures at the port or place of delivery of the Bunker Fuel.


6.2  The sampling mentioned in paragraph 6.1 shall be performed in the presence of the Seller or its representatives and the Buyer or its representatives, but the absence of the Buyer or its representatives during all or any part of the sampling process shall not prejudice the validity of the samples.

6.3  On completion of sampling, all samples drawn by the Seller or its representatives are to be sealed, labelled and signed by both Seller or its representatives and Buyer or its representatives. Two samples shall be retained by the Buyer or its representatives, one of these shall be the MARPOL compliant sample. The remaining samples shall be retained by the Seller or its representatives. 

6.4  In the event of a dispute concerning the quality of the Bunker Fuel, the results of analysis of the Seller's or its representative's drawn samples performed by an independent laboratory mutually appointed by the Buyer and Seller shall be conclusive to determine the quality of the Bunker Fuel supplied. Analysis results of the Seller's or its representative's drawn samples will be the sole binding evidence for the quality of the Bunker Fuel supplied to the Vessel.

6.5 If the Seller and the Buyer cannot agree on an independent laboratory to perform mutual analysis or if the Buyer fails to reply to the Seller's notice hereof within 7 (seven) days from receipt of such notice, the Seller can at its sole discretion decide which laboratory to perform the analysis, which shall be final and binding for all parties involved.


ARTICLE 7 RISK AND TITLE 

7.1  Risk in the Bunker Fuel, including loss, damage, deterioration, evaporation, or any other condition or incidents related thereto shall pass to the Buyer as the Bunker Fuel passes the fixed bunker connections on the delivering vessel or truck. The buyer warrants that representatives from the Vessel shall be responsible for ensuring that the Bunker Fuel is received in a safe way.

7.2  Title in the Bunker Fuel shall remain with the Seller until the Buyer has paid for the Bunker Fuel in full. Until that time, the Buyer shall hold the Bunker Fuel as bailee, store it in such a way that it can be identified as the Seller's property and keep it separate from Buyer's own property and the property of any other person. In the event that the Buyer fails to make payment in accordance with Article 8, the Seller has the right to demand immediate return of the Bunker Fuel. The Buyer shall remain liable to the Seller in conversion even if the Bunker Fuel is consumed by a third party.

ARTICLE 8 PAYMENTS


8.1  Payment shall be made by the Buyer in U.S. Dollars, unless otherwise agreed at the time of the issuing of the Bunker confirmation, without discount or deduction of any kind, upon receipt by Buyer of written, telefax, e-mail or other electronic delivery methods advice of the delivery details and amounts due in lieu of delivery documents. Delivery documents may be provided to Buyer at its request, but payment shall not be conditioned upon Buyer's receipt of such documents. Subsequent adjustments, if any, will be made upon receipt by Seller of the Bunker Fuel delivery note. Unless otherwise agreed, the final volume stated in Seller´s or its representative's delivery documentation is to be considered final in respect of the quantity to be invoiced. 

 8.2 If not otherwise specifically agreed between Buyer and Seller at time of ordering, the confirmed costs including possible additional extra costs are only valid for delivery performed to the Vessel on the agreed and confirmed delivery date(s). Should the date(s) of delivery for any reason change, the Seller is entitled to change the price. In the event that any Invoice is not paid in due time, the Seller shall be entitled, at its sole discretion, to specify any particular Invoice or part thereof to which any subsequent payment(s) shall be applied, including, but not limited to, payment covering interest charges, legal fees and other charges. Moreover, the Buyer shall indemnify the Seller against any loss which is caused by adverse currency fluctuations between the Invoice currency and the value of the US Dollar from the latest due date of the Invoice until the date on which payment is made.

8.3  Payment shall be made by telegraphic transfer of funds to a bank designated by Seller net of any bank charges. 

8.4  Unless a longer or shorter period is set out in the Bunker Confirmation, payment is to be received by Seller within a period of 30 days from the date of delivery. For payment past due, a service charge shall accrue to Seller at the rate of 2% per month, compounded monthly, from the date payment was due to the date of payment. Whenever a due date falls on a Saturday, Sunday or Public Holiday, payment shall be made on the last preceding working day.

8.5  Notwithstanding any agreement to the contrary, payment will be due immediately and the Seller shall be entitled to cancel all outstanding stems and/or withhold future deliveries in case of any action, claim, investigation or proceeding commenced or threatened for:

(i) bankruptcy, liquidation or suspension of payment or comparable situation of the Buyer,

(ii) arrest of assets of the Buyer including, but not limited to, the Vessel 

(iii) liquidation/bankruptcy or any other changed financial or legal position of the parent company, sister companies or affiliated companies to the Buyer which in the sole discretion of the Seller is deemed to adversely affect the financial position of the Buyer

(iv) if the Buyer fails to pay any invoice to the Seller at the time of maturity set forth in such invoice, 

(v) if the Buyer fails to comply with any other obligation pursuant to the Bunker Contract, including, but not limited to, the Buyer's failure to take delivery of Bunker Fuels in full or in part, or

(vi) 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.

In any of the foregoing situations the Seller shall have the option to either (a) cancel the Bunker Contract, (b) to store the Bunker Fuel in full or in part for the Buyer's account and risk, (c) to demand that the Buyer complies with its obligations pursuant to the Bunker Contract or (d) to make use of any other remedy available under the law. 

8.6  Sales shall be made on the credit of the receiving vessel, as well as on the credit of the Buyer. The amount due on the purchase price, together with all delivery and other charges forming part of the agreement of sale, shall give rise to a maritime lien against the vessel immediately upon delivery.

8.7  If Seller considers Buyer's financial condition inadequate, or for any other reason, Seller may require cash payment in advance or security acceptable to Seller before delivery. 8.8 Seller may, at its option, grant credit to Buyer on the following terms:

i.) Credit can only be granted if it is secured by a maritime lien on the vessel in accordance with Article 3.
ii.) Buyer shall make full payment within 30 days or as otherwise agreed of date of delivery, defined as the date pumping of the product aboard Buyer's vessel is completed 

iii.) If full payment is not received within 30 days, the amount overdue shall be subject to interest charged at the rate of 18 percent per annum, 1 1/2% per month, or the maximum rate permitted under law, whichever is less. Interest shall be paid from the date of delivery until the date payment is received by Seller;

iv.) If credit is granted to Buyer, Seller may withdraw such credit at any time, for any reason, and require full payment upon delivery or at any time after delivery. If credit is withdrawn and payment is not made upon demand, interest shall be payable from date of delivery at the rate set forth in Article 8.8 (iii). 

v.) If payment is not made within 30 days, or if credit is withdrawn and payment not made upon demand, Buyer shall be liable for reasonable attorneys' fees and collection expenses whether or not suit is filed. If suit is filed, Buyer shall be liable for all court costs in addition to reasonable attorneys' fees and expenses. Said charges, together with interest, shall constitute a part of the Seller's maritime lien on the vessel under Article 3. 

8.9  Any notice or any stamp in the Bunker Delivery Receipt or similar cannot waive the Seller's maritime lien on the Vessel. 

8.10  Should the Bunker Fuel be purchased by an intermediary such as a manager, broker, trader or agent then such manager, broker, trader or agent shall (in addition to the Buyer) be bound by and liable for all obligations as fully and completely as if they were themselves the Buyer whether such principal be disclosed or undisclosed and whether or not such manager, broker, trader or agent purports to contract as manager, broker, trader or agent only. Furthermore, delivery shall always take place for the account of the registered owners and for the account of the current charterers all of whom shall, together with any intermediary, remain jointly and severally liable for the payment of the delivery as Buyers until payment has been received by the Seller in full. The Buyer warrants that it is authorized as agent to order the Bunker Fuel for delivery to the Vessel, and that the Seller has a lien on the Vessel for its claim. 

Article 9 Credit on the vessel and seller's remedies 

9.1  The Bunker Fuel supplied to the Vessel is sold and delivered on the credit of the Vessel, as well as on the promise of the Buyer to pay therefore, and the Buyer agrees and warrants that the Seller shall have and may assert a maritime lien against the Vessel and may take such other action or procedure against the Vessel and any other vessel or asset beneficially owned or controlled by the Buyer, for the amount due for the Bunker Fuel and the delivery thereof. The Seller is entitled to rely on any provisions of law of the flag state of the Vessel, the place of delivery or where the Vessel is found and shall, among other things, enjoy the full benefit of local legislation granting the Seller maritime lien on the Vessel and/or providing for the right to arrest the Vessel. Nothing in the Bunker Contract shall be construed to limit the rights and/or legal remedies that the Seller may enjoy against the Vessel or the Buyer in any jurisdiction.

ARTICLE 10 CLAIMS
10.1  The quantity of Bunker Fuel delivered shall be determined in accordance with Article 5.1. Any claim regarding the quantity of the Bunker Fuel delivered shall be notified verbally as well as in writing by the Buyer or the master of the Vessel to the Seller as soon as practicable at the conclusion of the delivery of the Bunker Fuels while the delivery hoses are still connected. In any event where notification of quantity claim is received after completion of the delivery such claim shall be deemed to be waived and barred. A notification inserted in the Bunker Delivery Note or in a separate protest handed to the physical supplier of the Bunker Fuel shall not qualify as notice under this section 10.1 and the Seller shall under no circumstances be deemed to have accepted such notice or protest handed to the physical supplier. 

10.2  Quantity Claims can be avoided by ensuring proper Pre-delivery and Post-delivery checking by the duty Officer of the Vessel or any other senior representative of the Customer ("the Procedures"). The delivery must be supervised at all times, and documentations be checked to ensure complete and accurate, with signings and stampings. Any discrepancies must be indicated on the Bunker Delivery Note. Failure in proper Documentations and/or Procedures will not substantiate a Claim. The Seller will not hesitate to reject Claims whereby these Procedures are not followed. For the avoidance of doubt, the Seller will not accept a Claim for short delivery based on figures obtained by measuring Bunker Fuel in the Vessel's tanks. On making claim, Buyer shall furnish to Seller a sample of the marine fuel delivered by GP as well as all necessary information, including all analysis made by Buyer and/or vessel interests of the product, as shall be required by Seller to satisfactorily evaluate the claim. Buyer shall immediately give Seller all reasonable opportunity to inspect the vessel, including, without limitation, its engines, fuel tanks, equipment, logs, records and copies of communications, including communications between vessel and Buyer (and/or between vessel and owner or operator) as well as communications to and from fuel testing organizations consulted by Buyer or vessel interests. If these conditions are not met within said 30 day period, Buyer shall be time-barred from making claim. 

10.3  Any claim regarding the quality of the Bunker Fuel delivered shall be presented in writing to the Seller as soon as an alleged quality problem has occurred or the Buyer is notified of any alleged problem and in any event no later than within 14 (fourteen) day from the date of delivery to the Vessel. Should the Buyer fail to make timely notification of any claim regarding the quality of the Bunker Fuel the claim shall be deemed waived and barred. 

10.4  In the event of any claim presented in accordance with Section 10.1 and 10.3, the Buyer shall: 

 Cooperate with the Seller and make all necessary arrangements for the Seller or its representatives to investigate such claim, including but not     limited to the boarding and inspection of the Vessel, the interviewing of crew and the review and copying of Vessel documents.

 Take all reasonable steps and actions to mitigate any damages, losses, costs and expenses related to any claim of alleged off-specification or     defective Bunker Fuel. If the Bunker Fuel deviates from specifications, the Buyer shall use all reasonable endeavors to mitigate the                      consequences hereof and shall burn the Bunker Fuel if possible even if this requires employment of purification tools or other similar measures.

 Take all reasonable steps to preserve the Seller's recourse against the physical supplier of the Bunker Fuel or any culpable third party.

10.5  A breach by the Buyer of any part of Article 10.4 above will entitle the Seller to set off losses caused by the breach against any liability to the Buyer.

10.6 Any claims against the Seller in respect of this contract shall be brought before the relevant court or arbitral tribunal in accordance with Articles 18 and 19 within 6 (six) months of the date of delivery of the Bunker Fuel, failing which such claims shall be deemed to be waived and time- barred. 

10.7 Buyer's submission of any claim does not relieve it of responsibility to make full payments as required under Article 8 and Buyer shall not be entitled to set off any claim from payment. 

ARTICLE 11 LIABILITY

11.1  The Seller's liability for any claim or claims whatsoever, however arising under the Contract whether caused by negligence or not, whether based in tort or contract shall be limited to the value of the Bunkers Fuel as set out in the Invoice. 

11.2  The Seller shall under no circumstances be liable for any consequential losses whatsoever, including, without limitation, delay, detention, demurrage, charter hire, crew wages, pilotage, towage, port charges, loss of profits or increased cost or expenses for obtaining replacement fuel. Seller is not liable for any loss, damage, expense or delay resulting from strikes or labor difficulties whatsoever and wheresoever occurring or for stoppage or delay of work due to causes beyond its control. See also Article 3.8. 

11.3  Any liability for damage to the Vessel shall in any event be reduced by 20 (twenty) percent of the invoice value of spare parts for each year or fraction thereof in which the replaced part has been in use. 

11.4  The Buyer undertakes to indemnify the Seller against any claims, losses or costs of whatever kind related to the Bunker Contract instituted by third parties against the Seller to the extent such claims exceeds the Seller's liability towards the Buyer according to Article 11.1

11.5 Seller is not liable for damage to Buyer's vessel or other property, caused by acts other than the supplying of defective or improper fuel, or for any other loss sustained by the vessel, its owners, charterers, underwriters, or other parties in interest, in contract, tort or otherwise, unless the same is directly and solely caused by the negligence of Seller's own employees, which negligence must be affirmatively proved. In such event, Seller's liability, if any, is strictly limited to repair of such damage as was directly caused by the sole negligence of Seller's employees and Seller shall not be liable for any consequential damage whatsoever including, without limitation, delay, detention, demurrage, charter hire, crew wages, towage, pilotage, port or wharf charges, lost profits, barge delivery charges and increased costs or expenses for obtaining replacement fuel. 

11.6 Seller shall be discharged from all liability for defective workmanship, material or marine fuels, or for other loss or damage, unless the same is discovered and claim in writing made to Seller within 30 days after the marine fuels were delivered to the vessel or the vessel damaged by Seller's employees as above described and litigation is commenced within one year after the Seller delivered the marine fuels or Seller's employees otherwise damaged Buyer's vessel or other property.

11.7 The foregoing is in lieu of all warranties and liabilities of Seller, express or implied.


ARTICLE 12 TAXES 

12.1 All prices are excluding GST (Goods and Services Tax) and/or taxes unless otherwise agreed as stated in Article 2.1. The Seller is entitled, at any time, to charge additional GST and/or taxes if imposed by local authorities. Buyer shall pay Seller the amount of all excise duties, VAT, GST, gross receipts, imports, motor fuel, superfund, spill taxes, and all other applicable taxes. 

ARTICLE 13 FORCE MAJEURE 

13.1 The Seller shall not be liable for any loss and/or damage of whatever nature resulting from any delay and/or failure in performance under the Bunker Contract: (i) caused by any circumstance beyond the Seller's direct control, and/or (ii) if the supply or source of the Bunker Fuel from any facility of production, distribution, storage, transportation or delivery contemplated or intended by the Seller's supplier is disrupted, unavailable or inadequate due to war or war-like situations, riots, strikes, congestion, governmental order or intervention, unavailability of barges or other means of transport or stem, weather, act of God, changed market conditions, or similar situations. 

13.2 In the event of a failure of performance as provided in Article 13.1, the Seller may, but is under no obligation, to source, procure or obtain alternative Bunker Fuel or product, and in such case the Seller shall be entitled to receive from the Buyer payment of any additional costs of performance. 

13.3 The Buyer shall have no right of cancellation of the Bunker Contract due to Force Majeure as stated in Article 13.1. 

ARTICLE 14. INDEMNITY

14.1 Buyer shall indemnify and hold harmless Seller, the fuel barge contractor and their agents and employees from and against all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the performance of services or the providing of marine fuel under this contract, including claims, damages, losses, penalties or expenses arising under any air, water quality or hazardous waste statute, regulation or ordinance, hereinafter referred to “pollution claims”, providing that any such claim, damage, loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than Buyer's vessel and its appurtenances) including the loss of use resulting there from, or to pollution claims, and (b) is caused in whole or in part by any negligent act or omission of Buyer, the vessel or vessel interests, their agents or employees or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such claim, damage, loss, or expense is also caused in part by the Seller, the fuel barge contractor, their agents or employees.

ARTICLE 15 COLLECTIONS AND INDEMNITY
15.1  The Buyer agrees to pay any and all expenses, legal fees and court costs incurred by the Seller (i) to collect and obtain payment of any amount due to the Seller, including but not limited to legal fees and court costs associated with enforcing any maritime lien, attachment, right of arrest, or other available remedy in law, equity or otherwise; and (ii) to recover any damages or losses suffered by the Seller as a result of any Breach by the Buyer of any provision of the Bunker Contract. 

ARTICLE 16 SAFETIES

16.1  It shall be the sole responsibility of the Buyer to ensure that the Vessel, its crew and those responsible for its operation and management observe and comply with all health, safety and environmental laws and regulations with regard to the receipt, handling and use of the Bunker Fuel. 

ARTICLE 17 ENVIRONMENTAL PROTECTIONS 

17.1  In the event of a spill or discharge, before, during or after supplying the Bunker Fuel, Buyer and the vessel shall, at their own expense, immediately take whatever action is necessary to give prompt notice to the official bodies and to affect cleanup. Failing prompt action, Buyer and the vessel authorize Seller to conduct and/or contract for such cleanup at Buyer's and vessel's expense. Buyer warrants that the vessel supplied is in compliance with all national, state and local statutes, regulations and ordinances, including those requiring proof of financial ability in regard to spills or discharges of oil. Buyer shall hold Seller harmless as to any delays, claims, losses, expenses or penalties arising from breach by Buyer of this warranty, including legal fees.  

17.2  Buyer warrants that the vessel fueled is in compliance with all national, state and local statutes, regulations and ordinances, including those requiring proof of financial ability in regard spills of oil and hazardous materials. Buyer shall hold Seller harmless as to any delays, claims, losses, expenses or penalties arising from breach by Buyer of this warranty, including attorney fees. 

17.3 It is the responsibility of the Master to Notify the Seller of any conditions, difficulties, peculiarities, deficiencies or defects with respect to engines, boilers, fuel tanks, piping, navigation equipment, mooring lines, tackle, gear, and any other types of equipment, which might jeopardize or impose hazards or problems in connection with handling, mooring, unmooring or bunkering of the vessel. Buyer's vessel will not be moored at wharf or alongside any other marine loading facilities, or a fuel barge brought alongside the Buyer's vessel, unless said vessel is free of the aforesaid conditions, difficulties, peculiarities, deficiencies or defects. 

ARTICLE 18 LAW AND JURISDICTION 

18.1 This Agreement shall be governed and construed in accordance with English law. The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. 

Except for circumstance referred to in Clause 18.5 below 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 London, England in accordance with the Arbitration Act 1996 (or any subsequent amendment).

18.2 In the event that the Seller determines to refer any dispute to arbitration it shall be referred to a tribunal of three arbitrators consisting of one arbitrator to be appointed by the Seller, one by the Buyer, and one by the two arbitrators already appointed. Each member of the tribunal shall be a full member of The London Maritime Arbitrators Association (the ‘'LLMA''). Either party may call for Arbitration by service of written notice, specifying the name and address of the arbitrator appointed and a brief description of the dispute(s) or difference(s) to be the subject or the Arbitration. If the other party does not within 14 days serve notice of appointment of an arbitrator to arbitrate the dispute(s) or difference(s), then the first moving party shall have the right without further notice to appoint its own arbitrator as sole arbitrator and shall subsequently advise the other party accordingly. The award of the sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Provided each party appointed their own arbitrator then these two arbitrators shall jointly appoint the third arbitrator. In the event that the two arbitrators fail to appoint a third arbitrator within twenty days of the appointment of the second arbitrator, either party may apply to the English courts for the appointment of a third arbitrator. Any disputes to be referred to Arbitration are to be determined in accordance with the current LMAA terms unless the parties agree otherwise.


18.3 Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. 

18.4 In cases where neither the claim nor any counterclaim exceeds the amount of USD 100,000 (or such other sum as the parties may agree) the Arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

18.5 The General Maritime Law of the United States shall always apply with respect to the existence of a maritime lien, regardless of the country in which Seller takes legal action. Seller shall be entitled to assert its rights of lien or attachment or other rights, whether in law, in equity or otherwise, in any jurisdiction where the Vessel may be found. Without prejudice to any other Clause herein any disputes and/or claims arising in connection with these conditions and/or any Agreement governed by them, any dispute and/or claim arisen in connection with a Vessel detained by Seller at any port, place or anchorage within the United States shall be submitted to the United States District Court for the Southern District of New York. 

18.6 If any procedure of any nature whatsoever is instituted under Clause P.5 above, in connection with any controversy arising out of this Agreement or to interpret or enforce any rights under this Agreement, the prevailing party shall have the right to recover from the losing party its reasonable costs and attorneys' fees incurred in such proceeding. 

ARTICLE 19 SECURITIES 

19.1 Notwithstanding the provisions of Articles 18 and 19, the Seller shall be entitled to avail itself of any and all remedies under maritime law to obtain security for its claims against the Vessel, her owners, its agents, managers, servants, buyers and/or charterers including but not limited to vessel arrest and attachment procedures. Where the Seller elects to take such action the Seller has the option to submit to the jurisdiction of the Court where security is obtained and to the laws of that jurisdiction.

ARTICLE 20 DISCLAIMERS OF WARRANTIES AND CONDITIONS

20.1 Any implied warranties and conditions whatsoever, whether statutory or otherwise, including the warranties of merchantability and fitness for a particular purpose or of condition and any oral or implied agreements inconsistent with this Agreement are expressly excluded and disclaimed.


ARTICLE 21 MISCELLANEOUS

21.1  If any part of this agreement is declared invalid, it shall not affect the validity of the remainder of the agreement or any part thereof. 

21.2  These terms and conditions shall be effective as of December 15th 2014 at 00:01 hours GMT and shall apply to any Bunker Contracts concluded after this time. 

21.3 In the event Seller's capacity to perform becomes impracticable for any reason, including, but not limited to, a request or suggestion by any official body relating to supplies, priorities, rationing or allocations of any product, Seller may reduce or stop deliveries in such a manner as it may in its sole discretion determine and shall be relieved of its obligation to perform hereunder. 

21.4 All rights and remedies of Seller hereunder are cumulative, and election of one remedy shall not exclude another. 

21.5 This writing supersedes all previous Standard Terms and Conditions of Sale of Marine Fuel by Abu Dhabi Cosmo Oil & Gas and sets forth the final and exclusive expression of the parties' agreement unless it is modified in writing, which modification must be signed by GP. It supersedes all oral or implied agreements. Any disclaimer, notice or other writing by Buyer or vessel interests or their agents on the marine fuel delivery receipt, or any other document, seeking unilaterally to alter or amend any part or this Agreement shall be ineffective. 

21.6 Barge rates provided Buyer for Buyer's account are based upon normal barge availability. In the event that these facilities are fully committed, other barges, if available, will be engaged at such rates as are applicable. 

21.7 Buyer may request modification of the terms of this Agreement no later than when placing its initial order for marine fuels, but at Seller's discretion the prices offered by Seller may be raised in consideration of such modifications, including any increase in Seller's liabilities thereby. 

ARTICLE 22 SECTION HEADINGS 

22.1 The headings of each section herein are descriptive only, and are provided for organizational purposes.

END OF STANDARD TERMS AND CONDITIONS OF SALE.


OTHER PARTS OF UAE

STANDARD TERMS AND CONDITIONS OF SALE OF MARINE FUEL FOR VESSELS BY GULFPETROCHEM FZC / LLC
1st NOVEMBER 2014

Except as may otherwise be negotiated by the parties and agreed to in writing, the following terms and conditions shall apply to all sales of marine bunker fuels and related products of whatever type or grade by Abu Dhabi Cosmo Oil & Gas FZC/LLC to any Buyer as defined below: 

ARTICLE 1 DEFINITION 

1.1 In this document the following terms shall have the following meanings:

Bunker Confirmation     means a confirmation in writing from the Seller to the Buyer setting forth the particular terms of each sale of Bunker Fuel. Bunker Contract            means the Bunker Confirmation and the Standard Terms. 

Bunker Fuel                   means marine bunker fuel and related products of whatever type or Grade delivered by the Seller. 

Buyer                             means the Buyer under each Bunker Contract, including the entity or entities named in the Bunker Confirmation, together                                        with the Vessel, her master, owners, operators, charterers, any party benefitting from consuming the Bunker Fuel, and                                            any other party ordering the Bunker Fuel, all of whom shall be jointly and severally liable as Buyer under each Bunker                                              Contract. 

Standard Terms             means these terms and conditions in force as of December 1st 2011 and any subsequent amendments hereto.

Seller                              means Abu Dhabi Cosmo Oil & Gas FZC/LLC with its principal place of business at Sharjah Hamriyah Freezone, Phase 1, PO Box                                            41506,Sharjah,UAE acting through any of its agents. 

Vessel                           means the Vessel to which a delivery of Bunker Fuel is made and/or onboard which it is consumed, which shall include                                            any on-shore tank, rig, or other unit or installation supplied by the Seller.

ARTICLE 2 PRICE


2.1 The price for delivery of Bunker Fuel sold hereunder shall be agreed upon by Buyer and Seller. Buyer shall, in addition to the price, pay all applicable duties, taxes and other such costs including, without limitation, those imposed by governmental authorities, and barging and other delivery charges. 

ARTICLE 3 NOMINATION AND DELIVERIES

3.1 Each sale of Bunker Fuel shall be confirmed by a Bunker Confirmation. The Bunker Confirmation shall incorporate the Standard Terms by reference and the Bunker Confirmation and the Standard Terms together constitute the complete Bunker Contract. The Bunker Contract shall supersede any conflicting terms of other contracts which the Buyer may seek to enforce against the Seller. In particular, any terms not directly aimed at bunker sales transactions may not be enforced against the Seller to the effect they contravene the Bunker Contract. 

3.2 The Bunker Fuel order shall be considered firm and binding upon Buyer's acceptance of price, quoted by Seller. Confirmation in writing by Seller of price may be provided to Buyer, but the absence of such confirmation shall not void the agreement of sale. 

3.3 Buyer will give Seller at least three (3) working days prior written notice of the delivery desired, specifying the vessel, the estimated date of arrival, location and method of delivery, and the grade and quantity of Bunker Fuel requested. 

3.4 Buyer will give Seller's local representative at the delivery port at least thirty six (36) working hours advanced notice of delivery details, excluding Weekend and Public Holidays. 

3.5 Where delivery is required outside normal working hours and is permitted by applicable regulations, Buyer will pay all overtime and extra expenses incurred. 

3.6 Buyer will make all connections and disconnections of the delivery hose and will render all other necessary assistance and equipment to receive deliveries. 

3.7 Where lightering/barging is employed, lightering/barging charges shall be for the account of Buyer. If Buyer fails to take delivery, in whole or in part, of the quantities nominated, Buyer shall be responsible for any costs resulting from Buyer's failure to take full delivery, as well as for any losses incurred by Seller to downgrade and/or pump back of the fuel. 

3.8 Buyer will be liable for all demurrage or additional expenses incurred by Seller if Buyer causes delays to Suppliers' facilities in effecting delivery. Buyer will also pay for mooring, unmooring and port dues incurred. In addition Buyer will be liable for any expenses incurred by Seller resulting from Buyer's failure to take delivery of the full quantity of Bunker Fuels agreed to by Buyer including but not limited to any loss on the resale of the Bunker Fuels and the Buyer shall bear the risk of the return transport, demurrage on the barge or trucks, storage or selling of the Bunker Fuels. 

3.9 Buyer shall indemnify and hold harmless Seller against all damage and liabilities arising from any acts or omissions of Buyer or its servants, ship's officers or crew in connection with the delivery of the fuel under this agreement. 

3.10 If Buyer cancels the nomination for any reason whatsoever any charges incurred are for Buyer's account.

3.11 Seller will not be liable for any demurrage or loss incurred by Buyer due to congestion affecting Suppliers' delivery facilities, prior commitments of available barges or to any other delay in delivery.


ARTICLE 4 QUALITY 

4.1 Buyer shall have the sole responsibility for the selection of the proper grades of Bunker Fuels for use in the vessel being supplied and the Seller shall not be under any obligation to check whether the grade of Bunker Fuels is suitable for the Vessel. The Bunker Fuels shall be of the same quality generally offered for sale at the time and place of delivery, for the grade of Bunker Fuels ordered by the Buyer. 

4.2 Buyer at its own expense has the right to have its representatives present to inspect the Bunker Fuel to be delivered hereunder before it is pumped aboard the vessel being supplied. Any such inspection must not delay delivery and must take place in the presence of a representative of the Seller.

4.3 The Buyer shall be responsible to keep the delivered Bunker Fuel segregated from any Bunker Fuel(s) onboard the Vessel or from a different delivery to the Vessel. In no event shall the Seller be responsible for the quality and compatibility of the Bunker Fuel delivered if the Seller's product is mixed or comingled with any other product(s) onboard the receiving Vessel. The Buyer shall be solely responsible for any losses caused by mixing or comingling the Bunker Fuel with any other oil, including any damage the Bunker Fuel may cause on other products on board the receiving Vessel. 

ARTICLE 5 QUANTITY 

5.1 The quantity of Bunker Fuel delivered shall be determined from gauges/ullages of the barge or truck effecting delivery or by gauging/ullages of shore tank if delivery is by pipeline. Buyer has the right to have its representatives present during measurements, but determination of quantity shall be made solely by Seller, and will be conclusive. 

ARTICLE 6 SAMPLING 

6.1 The Seller or its representatives shall arrange for samples to be drawn at the time of delivery of the Bunker Fuel. Unless otherwise agreed between the Seller and Buyer prior to entering into the Bunker Contract, the samples shall be drawn from a point and in a manner chosen by the Seller or its representatives in accordance with the customary sampling procedures at the port or place of delivery of the Bunker Fuel. 

6.2 The sampling mentioned in paragraph 6.1 shall be performed in the presence of the Seller or its representatives and the Buyer or its representatives, but the absence of the Buyer or its representatives during all or any part of the sampling process shall not prejudice the validity of the samples. 

6.3 On completion of sampling, all samples drawn by the Seller or its representatives are to be sealed, labelled and signed by both Seller or its representatives and Buyer or its representatives. Two samples shall be retained by the Buyer or its representatives, one of these shall be the MARPOL compliant sample. The remaining samples shall be retained by the Seller or its representatives. 

6.4 In the event of a dispute concerning the quality of the Bunker Fuel, the results of analysis of the Seller's or its representative's drawn samples performed by an independent laboratory mutually appointed by the Buyer and Seller shall be conclusive to determine the quality of the Bunker Fuel supplied. Analysis results of the Seller's or its representative's drawn samples will be the sole binding evidence for the quality of the Bunker Fuel supplied to the Vessel.

6.5 If the Seller and the Buyer cannot agree on an independent laboratory to perform mutual analysis or if the Buyer fails to reply to the Seller's notice hereof within 7 (seven) days from receipt of such notice, the Seller can at its sole discretion decide which laboratory to perform the analysis, which shall be final and binding for all parties involved.


ARTICLE 7 RISK AND TITLE 

7.1 Risk in the Bunker Fuel, including loss, damage, deterioration, evaporation, or any other condition or incidents related thereto shall pass to the Buyer as the Bunker Fuel passes the fixed bunker connections on the delivering vessel or truck. The buyer warrants that representatives from the Vessel shall be responsible for ensuring that the Bunker Fuel is received in a safe way. 

7.2 Title in the Bunker Fuel shall remain with the Seller until the Buyer has paid for the Bunker Fuel in full. Until that time, the Buyer shall hold the Bunker Fuel as bailee, store it in such a way that it can be identified as the Seller's property and keep it separate from Buyer's own property and the property of any other person. In the event that the Buyer fails to make payment in accordance with Article 8, the Seller has the right to demand immediate return of the Bunker Fuel. The Buyer shall remain liable to the Seller in conversion even if the Bunker Fuel is consumed by a third party. 

ARTICLE 8 PAYMENT 

8.1 Payment shall be made by the Buyer in U.S. Dollars, unless otherwise agreed at the time of the issuing of the Bunker confirmation, without discount upon receipt by Buyer of written, telefax, e-mail or other electronic delivery methods advice of the delivery details and amounts due in lieu of delivery documents. Delivery documents may be provided to Buyer at its request, but payment shall not be conditioned upon Buyer's receipt of such documents. Subsequent adjustments, if any, will be made upon receipt by Seller of the Bunker Fuel delivery note. Unless otherwise agreed, the final volume stated in Seller´s or its representative's delivery documentation is to be considered final in respect of the quantity to be invoiced. 

8.2 If not otherwise specifically agreed between Buyer and Seller at time of ordering, the confirmed costs including possible additional extra costs are only valid for delivery performed to the Vessel on the agreed and confirmed delivery date(s). Should the date(s) of delivery for any reason change, the Seller is entitled to change the price. In the event that any Invoice is not paid in due time, the Seller shall be entitled, at its sole discretion, to specify any particular Invoice or part thereof to which any subsequent payment(s) shall be applied, including, but not limited to, payment covering interest charges, legal fees and other charges. Moreover, the Buyer shall indemnify the Seller against any loss which is caused by adverse currency fluctuations between the Invoice currency and the value of the US Dollar from the latest due date of the Invoice until the date on which payment is made. 

8.3 Payment shall be made by telegraphic transfer of funds to a bank designated by Seller net of any bank charges. 

8.4 Unless a longer or shorter period is set out in the Bunker Confirmation, payment is to be received by Seller within a period of 30 days from the date of delivery. For payment past due, a service charge shall accrue to Seller at the rate of 2% per month, compounded monthly, from the date payment was due to the date of payment. Whenever a due date falls on a Saturday, Sunday or Public Holiday, payment shall be made on the last preceding working day.

8.5 Notwithstanding any agreement to the contrary, payment will be due immediately and the Seller shall be entitled to cancel all outstanding stems and/or withhold future deliveries in case of:


(i) bankruptcy, liquidation or suspension of payment or comparable situation of the Buyer, 

(ii) arrest of assets of the Buyer including, but not limited to, the Vessel 

(iii) liquidation/bankruptcy or any other changed financial or legal position of the parent company, sister companies or affiliated companies to the Buyer which in the sole discretion of the Seller is deemed to adversely affect the financial position of the Buyer

(iv) if the Buyer fails to pay any invoice to the Seller at the time of maturity set forth in such invoice,

(v) if the Buyer fails to comply with any other obligation pursuant to the Bunker Contract, including, but not limited to, the Buyer's failure to take delivery of Bunker Fuels in full or in part, or 

(vi) 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.

In any of the foregoing situations the Seller shall have the option to either (a) cancel the Bunker Contract, (b) to store the Bunker Fuel in full or in part for the Buyer's account and risk, (c) to demand that the Buyer complies with its obligations pursuant to the Bunker Contract or (d) to make use of any other remedy available under the law. 

8.6 Sales shall be made on the credit of the receiving vessel, as well as on the credit of the Buyer. The amount due on the purchase price, together with all delivery and other charges forming part of the agreement of sale, shall give rise to a maritime lien against the vessel immediately upon delivery. 

8.7 Any notice or any stamp in the Bunker Delivery Receipt or similar cannot waive the Seller's maritime lien on the Vessel. 

8.8 Should the Bunker Fuel be purchased by an intermediary such as a manager, broker, trader or agent then such manager, broker, trader or agent shall (in addition to the Buyer) be bound by and liable for all obligations as fully and completely as if they were themselves the Buyer whether such principal be disclosed or undisclosed and whether or not such manager, broker, trader or agent purports to contract as manager, broker, trader or agent only. Furthermore, delivery shall always take place for the account of the registered owners and for the account of the current charterers all of whom shall, together with any intermediary, remain jointly and severally liable for the payment of the delivery as Buyers until payment has been received by the Seller in full. The Buyer warrants that it is authorized as agent to order the Bunker Fuel for delivery to the Vessel, and that the Seller has a lien on the Vessel for its claim. 

ARTICLE 9 ARREST OF VESSEL 

9.1 The Bunker Fuel supplied to the Vessel is sold and delivered on the credit of the Vessel, as well as on the promise of the Buyer to pay therefore, and the Buyer agrees and warrants that the Seller shall have and may assert a maritime lien against the Vessel and may take such other action or procedure against the Vessel and any other vessel or asset beneficially owned or controlled by the Buyer, for the amount due for the Bunker Fuel and the delivery thereof. The Seller is entitled to rely on any provisions of law of the flag state of the Vessel, the place of delivery or where the Vessel is found and shall, among other things, enjoy the full benefit of local legislation granting the Seller maritime lien on the Vessel and/or providing for the right to arrest the Vessel. Nothing in the Bunker Contract shall be construed to limit the rights and/or legal remedies that the Seller may enjoy against the Vessel or the Buyer in any jurisdiction.

ARTICLE 10 CLAIMS
10.1 The quantity of Bunker Fuel delivered shall be determined in accordance with Article 5.1. Any claim regarding the quantity of the Bunker Fuel delivered shall be notified verbally as well as in writing by the Buyer or the master of the Vessel to the Seller as soon as practicable at the conclusion of the delivery of the Bunker Fuels while the delivery hoses are still connected. In any event where notification of quantity claim is received after completion of the delivery such claim shall be deemed to be waived and barred. A notification inserted in the Bunker Delivery Note or in a separate protest handed to the physical supplier of the Bunker Fuel shall not qualify as notice under this section 10.1 and the Seller shall under no circumstances be deemed to have accepted such notice or protest handed to the physical supplier. 

10.2 Quantity Claims can be avoided by ensuring proper Pre-delivery and Post-delivery checking by the duty Officer of the Vessel or any other senior representative of the Customer ("the Procedures"). The delivery must be supervised at all times, and documentations be checked to ensure complete and accurate, with signings and stampings. Any discrepancies must be indicated on the Bunker Delivery Note. Failure in proper Documentations and/or Procedures will not substantiate a Claim. The Seller will not hesitate to reject Claims whereby these Procedures are not followed. For the avoidance of doubt, the Seller will not accept a Claim for short delivery based on figures obtained by measuring Bunker Fuel in the Vessel's tanks. 

10.3 Any claim regarding the quality of the Bunker Fuel delivered shall be presented in writing to the Seller as soon as an alleged quality problem has occurred or the Buyer is notified of any alleged problem and in any event no later than within 14 (fourteen) days from the date of delivery to the Vessel. Should the Buyer fail to make timely notification of any claim regarding the quality of the Bunker Fuel the claim shall be deemed waived and barred. 

10.4 In the event of any claim presented in accordance with Section 10.1 and 10.3, the Buyer shall:

 Cooperate with the Seller and make all necessary arrangements for the Seller or its representatives to investigate such claim, including but not limited to the boarding and inspection of the Vessel, the interviewing of crew and the review and copying of Vessel documents. 

 Take all reasonable steps and actions to mitigate any damages, losses, costs and expenses related to any claim of alleged off-specification or defective Bunker Fuel. If the Bunker Fuel deviates from specifications, the Buyer shall use all reasonable endeavors to mitigate the consequences hereof and shall burn the Bunker Fuel if possible even if this requires employment of purification tools or other similar measures.  Take all reasonable steps to preserve the Seller's recourse against the physical supplier of the Bunker Fuel or any culpable third party. 

10.5 A breach by the Buyer of any part of Article 10.4 above will entitle the Seller to set off losses caused by the breach against any liability to the Buyer. 

10.6 Any claims against the Seller in respect of this contract shall be brought before the relevant court or arbitral tribunal in accordance with Articles 18 and 19 within 6 (six) months of the date of delivery of the Bunker Fuel, failing which such claims shall be deemed to be waived and time- barred. 

10.7 Buyer's submission of any claim does not relieve it of responsibility to make full payments as required under Article 8 and Buyer shall not be entitled to set off any claim from payment.

ARTICLE 11 LIABILITY

11.1 The Seller's liability for any whatsoever, however arising under the Contract whether caused by negligence or not, whether based in tort or contract shall be limited to the value of the Bunkers Fuel as set out in the Invoice. 

11.2 The Seller shall under no circumstances be liable for any consequential losses whatsoever, including, without limitation, delay, detention, demurrage, charter hire, crew wages, pilotage, towage, port charges, loss of profits or increased cost or expenses for obtaining replacement fuel.

11.3 Any liability for damage to the Vessel shall in any event be reduced by 20 (twenty) percent of the invoice value of spare parts for each year or fraction thereof in which the replaced part has been in use. 

11.4 The Buyer undertakes to indemnify the Seller against any claims, losses or costs of whatever kind related to the Bunker Contract instituted by third parties against the Seller to the extent such claims exceeds the Seller's liability towards the Buyer according to Article 11.1 

ARTICLE 12 TAXES 

12.1 All prices are excluding GST (Goods and Services Tax) and/or taxes unless otherwise agreed as stated in Article 2.1. The Seller is entitled, at any time, to charge additional GST and/or taxes if imposed by local authorities. Buyer shall pay Seller the amount of all excise duties, VAT, GST, gross receipts, imports, motor fuel, superfund, spill taxes, and all other applicable taxes. 

ARTICLE 13 FORCE MAJEURE

13.1 The Seller shall not be liable for any loss and/or damage of whatever nature resulting from any delay and/or failure in performance under the Bunker Contract:

(i) caused by any circumstance beyond the Seller's direct control, and/or 

(ii) if the supply or source of the Bunker Fuel from any facility of production, distribution, storage, transportation or delivery contemplated or intended by the Seller's supplier is disrupted, unavailable or inadequate due to war or war-like situations, riots, strikes, congestion, governmental order or intervention, unavailability of barges or other means of transport or stem, weather, act of God, changed market conditions, or similar situations. 

13.2 In the event of a failure of performance as provided in Article 13.1, the Seller may, but is under no obligation, to source, procure or obtain alternative Bunker Fuel or product, and in such case the Seller shall be entitled to receive from the Buyer payment of any additional costs of performance.

13.3 The Buyer shall have no right of cancellation of the Bunker Contract due to Force Majeure as stated in Article 13.1. 

ARTICLE 14. INDEMNITY 

14.1 Buyer shall indemnify and hold harmless Seller from and against all claims, damages, losses and expenses, including legal fees, arising out of, or resulting from performance of the Bunker Contract, including claims, damages, losses, penalties or expenses under any statue, regulation or ordinance or damage to property or injury or, death of any person arising out of or in any way connected with the fault of the Buyer or its agents as servants in receiving, using, storing or transporting the fuel delivered hereunder.

ARTICLE 15 COLLECTION AND INDEMNITY


15.1 The Buyer agrees to pay any and all expenses, legal fees and court costs incurred by the Seller 

(i) to collect and obtain payment of any amount due to the Seller, including but not limited to legal fees and court costs associated with enforcing any maritime lien, attachment, right of arrest, or other available remedy in law, equity or otherwise; and 

(ii) to recover any damages or losses suffered by the Seller as a result of any Breach by the Buyer of any provision of the Bunker Contract. 

ARTICLE 16 SAFETY 

16.1 It shall be the sole responsibility of the Buyer to ensure that the Vessel, its crew and those responsible for its operation and management observe and comply with all health, safety and environmental laws and regulations with regard to the receipt, handling and use of the Bunker Fuel. 

ARTICLE 17 ENVIRONMENTAL PROTECTION 

17.1 In the event of a spill or discharge, before, during or after supplying the Bunker Fuel, Buyer and the vessel shall, at their own expense, immediately take whatever action is necessary to give prompt notice to the official bodies and to effect cleanup. Failing prompt action, Buyer and the vessel authorize Seller to conduct and/or contract for such cleanup at Buyer's and vessel's expense. Buyer warrants that the vessel supplied is in compliance with all national, state and local statutes, regulations and ordinances, including those requiring proof of financial ability in regard to spills or discharges of oil. Buyer shall hold Seller harmless as to any delays, claims, losses, expenses or penalties arising from breach by Buyer of this warranty, including legal fees. 

ARTICLE 18 GOVERNING LAW 

18.1 This Agreement shall be governed and construed by UAE laws 

ARTICLE 19 JURISDICTION 

19.1 Any and all differences or disputes arising out of or related to the quantity or quality of fuel delivered or to be delivered hereunder shall be referred to and finally resolved by arbitration in UAE in accordance with the provisions set forth under the DIAC Arbitration Rules, which rules are deemed to be incorporated by reference into this clause. The arbitration tribunal shall consist of three arbitrators, one arbitrator to be appointed by the seller, one by the buyer and one by the two so chosen. 

19.2 All other disputes between the Buyer and Seller not arising out of or in relation to the quantity or quality of fuel shall be determined, at the sole election of the Seller, to the non-exclusive jurisdiction of courts in UAE. 

ARTICLE 20 SECURITY 

20.1 Notwithstanding the provisions of Articles 18 and 19, the Seller shall be entitled to avail itself of any and all remedies under maritime law to obtain security for its claims against the Vessel, her owners, its agents, managers, servants, buyers and/or charterers including but not limited to vessel arrest and attachment procedures. Where the Seller elects to take such action the Seller has the option to submit to the jurisdiction of the Court where security is obtained and to the laws of that jurisdiction.

ARTICLE 21 DISCLAIMER OF WARRANTIES AND CONDITIONS


21.1 Any implied warranties and conditions, including the warranties of merchantability and fitness for a particular purpose are expressly excluded and disclaimed. 

ARTICLE 22 SINGAPORE SUPPLIES 

22.1 For supplies within Singapore, the Singapore Standard SS 600 : 2008 Code of Practice for Bunkering and any subsequent amendments thereto ("the Code") is deemed to be incorporated by reference into these terms and conditions and shall apply except to matters where specific provision has been made herein. In the event of any inconsistency between the Standard Terms and the Code in any respect, the Standard Terms shall prevail. 

ARTICLE 23 MISCELLANEOUS 

23.1 If any part of this agreement is declared invalid, it shall not affect the validity of the remainder of the agreement or any part thereof. 

23.2 These terms and conditions shall be effective as of November 1st 2014 at 00:01 hours GMT and shall apply to any Bunker Contracts concluded after this time. 

ARTICLE 24 SECTION HEADINGS

24.1 The headings of each section herein are descriptive only, and are provided for organisational purposes. 

END OF STANDARD TERMS AND CONDITIONS OF SALE.


INDIA


STANDARD TERMS AND CONDITIONS OF SALE OF MARINE FUEL FOR VESSELS BY Abu Dhabi Cosmo Oil & Gas ENERGY PVT LTD 1st NOVEMBER 2014 

Except as may otherwise be negotiated by the parties and agreed to in writing, the following terms and conditions shall apply to all sales of marine bunker fuels and related products of whatever type or grade by Abu Dhabi Cosmo Oil & Gas Energy Pvt Ltd, India to any Buyer as defined below: 

ARTICLE 1 DEFINITION 

1.1 In this document the following terms shall have the following meanings: 

Bunker Confirmation     means a confirmation in writing from the Seller to the Buyer setting Forth the particular terms of each sale of Bunker                                                Fuel. 

Bunker Contract            means the Bunker Confirmation and the Standard Terms. Bunker Fuel means marine bunker fuel and related products                                             of whatever type or Grade delivered by the Seller. 

Buyer                             means the Buyer under each Bunker Contract, including the entity or entities named in the Bunker Confirmation, together                                     with the Vessel, her master, owners, operators, charterers, any party benefitting from consuming the Bunker Fuel, and any                                    other party ordering the Bunker Fuel, all of whom shall be jointly and severally liable as Buyer under each Bunker Contract. 

Standard Terms        means these terms and conditions in force as of December 1st 2011 and any subsequent amendments hereto. 

Seller                         means Abu Dhabi Cosmo Oil & Gas Energy Pvt Ltd acting through any of its agents. 

Vessel                      means the Vessel to which a delivery of Bunker Fuel is made and/or onboard which it is consumed, which shall include any on-shore tank, rig, or other unit or installation supplied by the Seller.

ARTICLE 2 PRICE 

2.1 The price for delivery of Bunker Fuel sold hereunder shall be agreed upon by Buyer and Seller. Buyer shall, in addition to the price, pay all applicable duties, port charges, taxes and other such costs including, without limitation, those imposed by governmental authorities, and barging and other delivery charges. 

ARTICLE 3 NOMINATION AND DELIVERIES 

3.1 Each sale of Bunker Fuel shall be confirmed by a Bunker Confirmation. The Bunker Confirmation shall incorporate the Standard Terms by reference and the Bunker Confirmation and the Standard Terms together constitute the complete Bunker Contract. The Bunker Contract shall supersede any conflicting terms of other contracts which the Buyer may seek to enforce against the Seller. In particular, any terms not directly aimed at bunker sales transactions may not be enforced against the Seller to the effect they contravene the Bunker Contract. 

3.2 The Bunker Fuel order shall be considered firm and binding upon Buyer's acceptance of price, quoted by Seller. Confirmation in writing by Seller of price may be provided to Buyer, but the absence of such confirmation shall not void the agreement of sale. 

3.3 If Seller is, on behalf of Buyer, requested to make any arrangements with and secure any permission of port authorities prior to making delivery, an appropriate and early notice from Buyer is required. 

3.4 Abu Dhabi Cosmo Oil & Gas has the option to increase fuel prices if the vessel's actual arrival time is more than 48 hours after the arrival time specified in the notice required under (ii) above. 

3.5 Any notice by Buyer that a maritime lien on the vessel may not be created because of the existence in Buyer's charter party of a Prohibition of Lien Clause, or for any other reason, must be given to Seller in the initial order for marine fuel, in which case no credit can be granted to Buyer and the marine fuel shall be paid for in cash or equivalent prior to delivery. Any notice of such restriction given by Buyer, its agents, ship's personnel or other person later than in the initial order shall not effect a modification of the terms of sale except that any granting of credit by Seller is rescinded on receipt of the notice, with full payment due forthwith. Any cancellation thereafter shall be subject to cancellation charges which are due to the above reasons. 

3.6 Where delivery is required during other than regular business hours, Buyer shall pay all overtime and extra expenses incurred by Seller or its agents or contractors. 

3.7 Where lighterage is employed, lighterage charges shall be for the account of Buyer. Lighterage will be charged on the quantity delivered to the Buyer's vessel in accordance with the rates and charges of the fuel barge contractor. Deliveries of light diesel, gas oil and other grade of marine fuel on two or more barges will be subject to separate charges. 

3.8 Buyer will give Seller at least three (3) working days prior written notice of the delivery desired, specifying the vessel, the estimated date of arrival, location and method of delivery, and the grade and quantity of Bunker Fuel requested. 

3.9 The Buyers, vessel or their agents at the port or place of delivery, shall give the Sellers or their representatives at the port or place of delivery, 96, 72 and 48 hours approximate and 36 hours definite notice of the Vessel's arrival and the location and time at which deliveries are required. 

3.10 Where delivery is required outside normal working hours and is permitted by applicable regulations, Buyer will pay all overtime and extra expenses incurred. 

3.11 Buyer will make all connections and disconnections of the delivery hose and will render all other necessary assistance and equipment to receive deliveries. 

3.12 Where lightering/barging is employed, lightering/barging charges shall be for the account of Buyer. If Buyer fails to take delivery, in whole or in part, of the quantities nominated, Buyer shall be responsible for any costs resulting from Buyer's failure to take full delivery, as well as for any losses incurred by Seller to downgrade and/or pump back of the fuel. 

3.13 Buyer will be liable for all demurrage or additional expenses incurred by Seller if Buyer causes delays to Suppliers' facilities in effecting delivery. Buyer will also pay for mooring, unmooring and port dues incurred. In addition Buyer will be liable for any expenses incurred by Seller resulting from Buyer's failure to take delivery of the full quantity of Bunker Fuels agreed to by Buyer including but not limited to any loss on the resale of the Bunker Fuels and the Buyer shall bear the risk of the return transport, demurrage on the barge or trucks, storage or selling of the Bunker Fuels. Seller further shall not be liable for such demurrage, loss, damage or expense incurred by Buyer due to delays in furnishing a berth. In any situation not included above, Seller shall not be liable for delay in delivery, or failure to make delivery, of marine fuels unless Buyer proves that the delay or failure was solely caused by gross negligence on the part of the Seller. In any case, damages recoverable from Seller for delay in delivery or failure to make delivery shall be limited to direct damages for additional time in port and shall not include any consequential damages whatsoever, including, without limitation thereto, detention, demurrage, charter hire, crew wages, towage, pilotage, lost profits, barge delivery charges and increased costs or expenses in obtaining replacement fuel. 

3.14 Buyer shall indemnify and hold harmless Seller against all damage and liabilities arising from any acts or omissions of Buyer or its servants, ship's officers or crew in connection with the delivery of the fuel under this agreement. 

3.15 Abu Dhabi Cosmo Oil & Gas has the option to increase fuel prices if the vessel's actual arrival time is more than 48 hours after the arrival time specified in the notice required under (3.4) above. 

3.16 If Buyer cancels the nomination for any reason whatsoever any charges incurred are for Buyer's account. 

3.17 Seller will not be liable for any demurrage or loss incurred by Buyer due to congestion affecting Suppliers' delivery facilities, prior commitments of available barges or to any other delay in delivery. 

3.18 Seller or it's Supplier will arrange deliveries based on the principle of "First Come-First Served" but reserve the right to arrange bunkering sequence following his logistics, prior engagements, priorities, obligations and deliveries." 

3.19 Marine fuel is delivered hereunder not only on the credit of Buyer but also on credit of the vessel receiving delivery of marine fuel, and it is agreed and Buyer warrants that Seller will have and may assert a maritime lien against the receiving vessel for the amount of the purchase price of said marine fuel together with all delivery and other charges forming part of the agreement of sale. All associated costs to recover the unpaid bills will be solely on the buyer ordering the fuel. 

3.20 Delivery into Buyer's vessel at terminal need not be made whenever, in Seller's opinion, clear and safe berth for the vessel is not available, or when, for any other reason, delivery would, in Seller's opinion, be unsafe or inadvisable. 

3.21 Delivery into Buyer's vessel by barge need not be made whenever, in the opinion of Seller or the fuel barge contractor, safe passage or clear and safe berth for the barge, whether alongside Buyer's vessel or otherwise, is not available, or when, for any other reason, in the opinion of Seller or the fuel barge contractor, delivery would be unsafe or inadvisable. 

3.22 On Buyer's cancellation of a nomination, or portion thereof, , Abu Dhabi Cosmo Oil & Gas shall be entitled to a fee of $5.00 per metric ton or the lost fuel value, whichever is greater, by way of liquidated damages and as compensation for Seller's relinquishing its rights under the agreement. Lost fuel value shall be considered the difference between the contract price per metric ton and market value of fuel at time of cancellation as determined by Platts Bunkerwire mid-point on the day of cancellation for the closest relevant market. If no publication on the cancellation day the next published quotation will be considered for this purpose. 

ARTICLE 4 QUALITY 

4.1 Buyer shall have the sole responsibility for the selection of the proper grades of Bunker Fuels for use in the vessel being supplied and the Seller shall not be under any obligation to check whether the grade of Bunker Fuels is suitable for the Vessel. The Bunker Fuels shall be of the same quality generally offered for sale at the time and place of delivery, for the grade of Bunker Fuels ordered by the Buyer. 

4.2 Buyer at its own expense has the right to have its representatives present to inspect the Bunker Fuel to be delivered hereunder before it is pumped aboard the vessel being supplied. Any such inspection must not delay delivery and must take place in the presence of a representative of the Seller. 

4.3 The Buyer shall be responsible to keep the delivered Bunker Fuel segregated from any Bunker Fuel(s) onboard the Vessel or from a different delivery to the Vessel. In no event shall the Seller be responsible for the quality and compatibility of the Bunker Fuel delivered if the Seller's product is mixed or comingled with any other product(s) onboard the receiving Vessel. The Buyer shall be solely responsible for any losses caused by mixing or comingling the Bunker Fuel with any other oil, including any damage the Bunker Fuel may cause on other products on board the receiving Vessel. 

ARTICLE 5 QUANTITY 

5.1 The quantity of Bunker Fuel delivered shall be determined from gauges/ullages of the barge or truck effecting delivery or by gauging/ullages of shore tank, at Seller's option, if delivery is by pipeline. Buyer has the right to have its representatives present during measurements, but the measurement as per the official gauge or meter of the Bunker Tanker/Shore Tank/Road tanker shall be final and binding on both the Parties. 

ARTICLE 6 SAMPLING 

6.1 The Seller or its representatives shall arrange for samples to be drawn at the time of delivery of the Bunker Fuel. Unless otherwise agreed between the Seller and Buyer prior to entering into the Bunker Contract, the samples shall be drawn from a point and in a manner chosen by the Seller or its representatives in accordance with the MARPOL sampling procedures at the port or place of delivery of the Bunker Fuel 

6.2 The sampling mentioned in paragraph 6.1 shall be performed in the presence of the Seller or its representatives and the Buyer or its representatives, but the absence of the Buyer or its representatives during all or any part of the sampling process shall not prejudice the validity of the samples. 

6.3 On completion of sampling, all samples drawn by the Seller or its representatives are to be sealed, labelled and signed by both Seller or its representatives and Buyer or its representatives. Two samples shall be retained by the Buyer or its representatives, one of these shall be the MARPOL compliant sample. The remaining samples shall be retained by the Seller or its representatives for atleast 30 days following the date of delivery in a safe place for subsequent verification of the quality thereof.

6.4 In the event of a dispute concerning the quality of the Bunker Fuel, the results of analysis of the Seller's or its representative's drawn samples performed by an independent laboratory in India mutually appointed by the Buyer and Seller shall be conclusive to determine the quality of the Bunker Fuel supplied. Analysis results of the Seller's or its representative's drawn samples will be the sole binding evidence for the quality of the Bunker Fuel supplied to the Vessel. Should the independent laboratory determination of quality fall within the established test precision range (reputability and reproducibility) for said parameter , no claim to the seller shall be made by the buyer. 

6.5 If the Seller and the Buyer cannot agree on an independent laboratory to perform mutual analysis or if the Buyer fails to reply to the Seller's notice hereof within 7 (seven) days from receipt of such notice, the Seller can at its sole discretion decide which laboratory to perform the analysis, which shall be final and binding for all parties involved. 

ARTICLE 7 RISK AND TITLE 

7.1 Risk in the Bunker Fuel, including loss, damage, deterioration, evaporation, or any other condition or incidents related thereto shall pass to the Buyer as the Bunker Fuel passes the fixed bunker connections on the delivering vessel or truck. The buyer warrants that representatives from the Vessel shall be responsible for ensuring that the Bunker Fuel is received in a safe way. 

7.2 Title in the Bunker Fuel shall remain with the Seller until the Buyer has paid for the Bunker Fuel in full. Until that time, the Buyer shall hold the Bunker Fuel as bailee, store it in such a way that it can be identified as the Seller's property and keep it separate from Buyer's own property and the property of any other person. In the event that the Buyer fails to make payment in accordance with Article 8, the Seller has the right to demand immediate return of the Bunker Fuel. The Buyer shall remain liable to the Seller in conversion even if the Bunker Fuel is consumed by a third party. 

ARTICLE 8 PAYMENTS 

8.1 Payment shall be made by the Buyer in U.S. Dollars, unless otherwise agreed at the time of the issuing of the Bunker confirmation, without discount or deduction of any kind, upon receipt by Buyer of written, telefax, e-mail or other electronic delivery methods advice of the delivery details and amounts due in lieu of delivery documents. Delivery documents may be provided to Buyer at its request, but payment shall not be conditioned upon Buyer's receipt of such documents. Subsequent adjustments, if any, will be made upon receipt by Seller of the Bunker Fuel delivery note. Unless otherwise agreed, the final volume stated in Seller´s or its representative's delivery documentation is to be considered final in respect of the quantity to be invoiced. 

8.2 If not otherwise specifically agreed between Buyer and Seller at time of ordering, the confirmed costs including possible additional extra costs are only valid for delivery performed to the Vessel on the agreed and confirmed delivery date(s). Should the date(s) of delivery for any reason change, the Seller is entitled to change the price. In the event that any Invoice is not paid in due time, the Seller shall be entitled, at its sole discretion, to specify any particular Invoice or part thereof to which any subsequent payment(s) shall be applied, including, but not limited to, payment covering interest charges, legal fees and other charges. Moreover, the Buyer shall indemnify the Seller against any loss which is caused by adverse currency fluctuations between the Invoice currency and the value of the US Dollar from the latest due date of the Invoice until the date on which payment is made. 

8.3 Payment shall be made by telegraphic transfer of funds to a bank designated by Seller net of any bank charges.

8.4 Unless a longer or shorter period is set out in the Bunker Confirmation, payment is to be received by Seller within a period of 30 days from the date of delivery. For payment past due, a service charge shall accrue to Seller at the rate of 2% per month, compounded monthly, from the date payment was due to the date of payment. Whenever a due date falls on a Saturday, Sunday or Public Holiday, payment shall be made on the last preceding working day. 

8.5 Notwithstanding any agreement to the contrary, payment will be due immediately and the Seller shall be entitled to cancel all outstanding stems and/or withhold future deliveries in case of any action, claim, investigation or proceeding commenced or threatened for:

(i) bankruptcy, liquidation or suspension of payment or comparable situation of the Buyer, 

(ii) arrest of assets of the Buyer including, but not limited to, the Vessel 

(iii) liquidation/bankruptcy or any other changed financial or legal position of the parent company, sister companies or affiliated companies to the Buyer which in the sole discretion of the Seller is deemed to adversely affect the financial position of the Buyer 

(iv) if the Buyer fails to pay any invoice to the Seller at the time of maturity set forth in such invoice, 

(v) if the Buyer fails to comply with any other obligation pursuant to the Bunker Contract, including, but not limited to, the Buyer's failure to take delivery of Bunker Fuels in full or in part, or 

(vi) 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. In any of the foregoing situations the Seller shall have the option to either (a) cancel the Bunker Contract, (b) to store the Bunker Fuel in full or in part for the Buyer's account and risk, (c) to demand that the Buyer complies with its obligations pursuant to the Bunker Contract or (d) to make use of any other remedy available under the law. 

8.6 Sales shall be made on the credit of the receiving vessel, as well as on the credit of the Buyer. The amount due on the purchase price, together with all delivery and other charges forming part of the agreement of sale, shall give rise to a maritime lien against the vessel immediately upon delivery. 

8.7 If Seller considers Buyer's financial condition inadequate, or for any other reason, Seller may require cash payment in advance or security acceptable to Seller before delivery. 

8.8 Seller may, at its option, grant credit to Buyer on the following terms:

i.) Credit can only be granted if it is secured by a maritime lien on the vessel in accordance with Article 3. 

ii.) Buyer shall make full payment within 30 days or as otherwise agreed of date of delivery, defined as the date pumping of the product aboard Buyer's vessel is completed 

iii.) If full payment is not received within 30 days, the amount overdue shall be subject to interest charged at the rate of 18 percent per annum, 1 1/2% per month, or the maximum rate permitted under law, whichever is less. Interest shall be paid from the date of delivery until the date payment is received by Seller; 

iv.) If credit is granted to Buyer, Seller may withdraw such credit at any time, for any reason, and require full payment upon delivery or at any time after delivery. If credit is withdrawn and payment is not made upon demand, interest shall be payable from date of delivery at the rate set forth in Article 8.8 (iii). 

v.) If payment is not made within 30 days, or if credit is withdrawn and payment not made upon demand, Buyer shall be liable for reasonable attorneys' fees and collection expenses whether or not suit is filed. If suit is filed, Buyer shall be liable for all court costs in addition to reasonable attorneys' fees and expenses. Said charges, together with interest, shall constitute a part of the Seller's maritime lien on the vessel under Article 3. 

8.9 Any notice or any stamp in the Bunker Delivery Receipt or similar cannot waive the Seller's maritime lien on the Vessel. 

8.10 Should the Bunker Fuel be purchased by an intermediary such as a manager, broker, trader or agent then such manager, broker, trader or agent shall (in addition to the Buyer) be bound by and liable for all obligations as fully and completely as if they were themselves the Buyer whether such principal be disclosed or undisclosed and whether or not such manager, broker, trader or agent purports to contract as manager, broker, trader or agent only. Furthermore, delivery shall always take place for the account of the registered owners and for the account of the current charterers all of whom shall, together with any intermediary, remain jointly and severally liable for the payment of the delivery as Buyers until payment has been received by the Seller in full. The Buyer warrants that it is authorized as agent to order the Bunker Fuel for delivery to the Vessel, and that the Seller has a lien on the Vessel for its claim. 

Article 9 Credit on the vessel and seller's remedies 

9.1 The Bunker Fuel supplied to the Vessel is sold and delivered on the credit of the Vessel, as well as on the promise of the Buyer to pay therefore, and the Buyer agrees and warrants that the Seller shall have and may assert a maritime lien against the Vessel and may take such other action or procedure against the Vessel and any other vessel or asset beneficially owned or controlled by the Buyer, for the amount due for the Bunker Fuel and the delivery thereof. The Seller is entitled to rely on any provisions of law of the flag state of the Vessel, the place of delivery or where the Vessel is found and shall, among other things, enjoy the full benefit of local legislation granting the Seller maritime lien on the Vessel and/or providing for the right to arrest the Vessel. Nothing in the Bunker Contract shall be construed to limit the rights and/or legal remedies that the Seller may enjoy against the Vessel or the Buyer in any jurisdiction. 

ARTICLE 10 CLAIMS 

10.1 The quantity of Bunker Fuel delivered shall be determined in accordance with Article 5.1. Any claim regarding the quantity of the Bunker Fuel delivered shall be notified verbally as well as in writing by the Buyer or the master of the Vessel to the Seller as soon as practicable at the conclusion of the delivery of the Bunker Fuels while the delivery hoses are still connected. In any event where notification of quantity claim is received after completion of the delivery such claim shall be deemed to be waived and barred. A notification inserted in the Bunker Delivery Note or in a separate protest handed to the physical supplier of the Bunker Fuel shall not qualify as notice under this section 10.1 and the Seller shall under no circumstances be deemed to have accepted such notice or protest handed to the physical supplier. 

10.2 Quantity Claims can be avoided by ensuring proper Pre-delivery and Post-delivery checking by the duty Officer of the Vessel or any other senior representative of the Customer ("the Procedures"). The delivery must be supervised at all times, and documentations be checked to ensure complete and accurate, with signings and stampings. Any discrepancies must be indicated on the Bunker Delivery Note. Failure in proper Documentations and/or Procedures will not substantiate a Claim. The Seller will not hesitate to reject Claims whereby these Procedures are not followed. For the avoidance of doubt, the Seller will not accept a Claim for short delivery based on figures obtained by measuring Bunker Fuel in the Vessel's tanks. On making claim, Buyer shall furnish to Seller a sample of the marine fuel delivered by GP as well as all necessary information, including all analysis made by Buyer and/or vessel interests of the product, as shall be required by Seller to satisfactorily evaluate the claim. Buyer shall immediately give Seller all reasonable opportunity to inspect the vessel, including, without limitation, its engines, fuel tanks, equipment, logs, records and copies of communications, including communications between vessel and Buyer (and/or between vessel and owner or operator) as well as communications to and from fuel testing organizations consulted by Buyer or vessel interests. If these conditions are not met within said 30 day period, Buyer shall be time-barred from making claim. 

10.3 Any claim regarding the quality of the Bunker Fuel delivered shall be presented in writing to the Seller as soon as an alleged quality problem has occurred or the Buyer is notified of any alleged problem and in any event no later than within 14 (fourteen) day from the date of delivery to the Vessel. Should the Buyer fail to make timely notification of any claim regarding the quality of the Bunker Fuel the claim shall be deemed waived and barred. 

10.4 In the event of any claim presented in accordance with Section 10.1 and 10.3, the Buyer shall: 

 Cooperate with the Seller and make all necessary arrangements for the Seller or its representatives to investigate such claim, including but not limited to the boarding and inspection of the Vessel, the interviewing of crew and the review and copying of Vessel documents. 

 Take all reasonable steps and actions to mitigate any damages, losses, costs and expenses related to any claim of alleged off-specification or defective Bunker Fuel. If the Bunker Fuel deviates from specifications, the Buyer shall use all reasonable endeavors to mitigate the consequences hereof and shall burn the Bunker Fuel if possible even if this requires employment of purification tools or other similar measures.  Take all reasonable steps to preserve the Seller's recourse against the physical supplier of the Bunker Fuel or any culpable third party. 

10.5 A breach by the Buyer of any part of Article 10.4 above will entitle the Seller to set off losses caused by the breach against any liability to the Buyer. 

10.6 Any claims against the Seller in respect of this contract shall be brought before the relevant court or arbitral tribunal in accordance with Articles 18 and 19 within 6 (six) months of the date of delivery of the Bunker Fuel, failing which such claims shall be deemed to be waived and time- barred. 

10.7 Buyer's submission of any claim does not relieve it of responsibility to make full payments as required under Article 8 and Buyer shall not be entitled to set off any claim from payment. 

ARTICLE 11 LIABILITY

11.1 The Seller's liability for any claim or claims whatsoever, however arising under the Contract whether caused by negligence or not, whether based in tort or contract shall be limited to the value of the Bunkers Fuel as set out in the Invoice.

11.2 The Seller shall under no circumstances be liable for any consequential losses whatsoever, including, without limitation, delay, detention, demurrage, charter hire, crew wages, pilotage, towage, port charges, loss of profits or increased cost or expenses for obtaining replacement fuel. Seller is not liable for any loss, damage, expense or delay resulting from strikes or labor difficulties whatsoever and wheresoever occurring or for stoppage or delay of work due to causes beyond its control. See also Article 3.8. 

11.3 Any liability for damage to the Vessel shall in any event be reduced by 20 (twenty) percent of the invoice value of spare parts for each year or fraction thereof in which the replaced part has been in use. 

11.4 The Buyer undertakes to indemnify the Seller against any claims, losses or costs of whatever kind related to the Bunker Contract instituted by third parties against the Seller to the extent such claims exceeds the Seller's liability towards the Buyer according to Article 11.1

11.5 Seller is not liable for damage to Buyer's vessel or other property, caused by acts other than the supplying of defective or improper fuel, or for any other loss sustained by the vessel, its owners, charterers, underwriters, or other parties in interest, in contract, tort or otherwise, unless the same is directly and solely caused by the negligence of Seller's own employees, which negligence must be affirmatively proved. In such event, Seller's liability, if any, is strictly limited to repair of such damage as was directly caused by the sole negligence of Seller's employees and Seller shall not be liable for any consequential damage whatsoever including, without limitation, delay, detention, demurrage, charter hire, crew wages, towage, pilotage, port or wharf charges, lost profits, barge delivery charges and increased costs or expenses for obtaining replacement fuel. 

11.6 Seller shall be discharged from all liability for defective workmanship, material or marine fuels, or for other loss or damage, unless the same is discovered and claim in writing made to Seller within 30 days after the marine fuels were delivered to the vessel or the vessel damaged by Seller's employees as above described and litigation is commenced within one year after the Seller delivered the marine fuels or Seller's employees otherwise damaged Buyer's vessel or other property.  

11.7 The foregoing is in lieu of all warranties and liabilities of Seller, express or implied 

ARTICLE 12 TAXES 

12.1 All prices are excluding GST (Goods and Services Tax) and/or taxes unless otherwise agreed as stated in Article 2.1. The Seller is entitled, at any time, to charge additional GST and/or taxes if imposed by local authorities. Buyer shall pay Seller the amount of all excise duties, VAT, GST, gross receipts, imports, motor fuel, superfund, spill taxes, and all other applicable taxes. 

ARTICLE 13 FORCE MAJEURE 

13.1 The Seller shall not be liable for any loss and/or damage of whatever nature resulting from any delay and/or failure in performance under the Bunker Contract: (i) caused by any circumstance beyond the Seller's direct control, and/or (ii) if the supply or source of the Bunker Fuel from any facility of production, distribution, storage, transportation or delivery contemplated or intended by the Seller's supplier is disrupted, unavailable or inadequate due to war or war-like situations, riots, strikes, congestion, governmental order or intervention, unavailability of barges or other means of transport or stem, weather, act of God, changed market conditions, or similar situations. 

13.2 In the event of a failure of performance as provided in Article 13.1, the Seller may, but is under no obligation, to source, procure or obtain alternative Bunker Fuel or product, and in such case the Seller shall be entitled to receive from the Buyer payment of any additional costs of performance. 

13.3 The Buyer shall have no right of cancellation of the Bunker Contract due to Force Majeure as stated in Article 13.1.

ARTICLE 14. INDEMNITY 

14.1 Buyer shall indemnify and hold harmless Seller, the fuel barge contractor and their agents and employees from and against all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the performance of services or the providing of marine fuel under this contract, including claims, damages, losses, penalties or expenses arising under any air, water quality or hazardous waste statute, regulation or ordinance, hereinafter referred to “pollution claims”, providing that any such claim, damage, loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than Buyer's vessel and its appurtenances) including the loss of use resulting there from, or to pollution claims, and (b) is caused in whole or in part by any negligent act or omission of Buyer, the vessel or vessel interests, their agents or employees or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such claim, damage, loss, or expense is also caused in part by the Seller, the fuel barge contractor, their agents or employees. 

ARTICLE 15 COLLECTIONS AND INDEMNITY 

15.1 The Buyer agrees to pay any and all expenses, legal fees and court costs incurred by the Seller (i) to collect and obtain payment of any amount due to the Seller, including but not limited to legal fees and court costs associated with enforcing any maritime lien, attachment, right of arrest, or other available remedy in law, equity or otherwise; and (ii) to recover any damages or losses suffered by the Seller as a result of any Breach by the Buyer of any provision of the Bunker Contract. 

ARTICLE 16 SAFETIES 

16.1 It shall be the sole responsibility of the Buyer to ensure that the Vessel, its crew and those responsible for its operation and management observe and comply with all health, safety and environmental laws and regulations with regard to the receipt, handling and use of the Bunker Fuel. 

ARTICLE 17 ENVIRONMENTAL PROTECTIONS 

17.1 In the event of a spill or discharge, before, during or after supplying the Bunker Fuel, Buyer and the vessel shall, at their own expense, immediately take whatever action is necessary to give prompt notice to the official bodies and to affect cleanup. Failing prompt action, Buyer and the vessel authorize Seller to conduct and/or contract for such cleanup at Buyer's and vessel's expense. Buyer warrants that the vessel supplied is in compliance with all national, state and local statutes, regulations and ordinances, including those requiring proof of financial ability in regard to spills or discharges of oil. Buyer shall hold Seller harmless as to any delays, claims, losses, expenses or penalties arising from breach by Buyer of this warranty, including legal fees. 

17.2 Buyer warrants that the vessel fueled is in compliance with all national, state and local statutes, regulations and ordinances, including those requiring proof of financial ability in regard spills of oil and hazardous materials. Buyer shall hold Seller harmless as to any delays, claims, losses, expenses or penalties arising from breach by Buyer of this warranty, including attorney fees. 

17.3 It is the responsibility of the Master to Notify the Seller of any conditions, difficulties, peculiarities, deficiencies or defects with respect to engines, boilers, fuel tanks, piping, navigation equipment, mooring lines, tackle, gear, and any other types of equipment, which might jeopardize or impose hazards or problems in connection with handling, mooring, unmooring or bunkering of the vessel. Buyer's vessel will not be moored at wharf or alongside any other marine loading facilities, or a fuel barge brought alongside the Buyer's vessel, unless said vessel is free of the aforesaid conditions, difficulties, peculiarities, deficiencies or defects.

ARTICLE 18 LAW AND JURISDICTION 

18.1 This Agreement shall be governed and construed in accordance with English law. The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. 

18.2 Any and all differences or disputes arising out of or related to the quantity or quality of fuel delivered or to be delivered hereunder shall be referred to and finally resolved by arbitration in Mumbai, India in accordance with the provisions set forth under the provisions of the Indian Arbitration & Conciliation Act, 1996, which provisions are deemed to be incorporated by reference into this clause. The arbitration tribunal shall consist of three arbitrators, one arbitrator to be appointed by the seller, one by the buyer and one by the two so chosen. 

18.3 All other disputes between the Buyer and Seller not arising out of or in relation to the quantity or quality of fuel shall be determined, at the sole election of the Seller, to the non-exclusive jurisdiction of courts in India. 

ARTICLE 19 SECURITIES 

19.1 Notwithstanding the provisions of Articles 18 and 19, the Seller shall be entitled to avail itself of any and all remedies under maritime law to obtain security for its claims against the Vessel, her owners, its agents, managers, servants, buyers and/or charterers including but not limited to vessel arrest and attachment procedures. Where the Seller elects to take such action the Seller has the option to submit to the jurisdiction of the Court where security is obtained and to the laws of that jurisdiction.

ARTICLE 20 DISCLAIMERS OF WARRANTIES AND CONDITIONS 

20.1 Any implied warranties and conditions whatsoever, whether statutory or otherwise, including the warranties of merchantability and fitness for a particular purpose or of condition and any oral or implied agreements inconsistent with this Agreement are expressly excluded and disclaimed.

ARTICLE 21 MISCELLANEOUS 

21.1 If any part of this agreement is declared invalid, it shall not affect the validity of the remainder of the agreement or any part thereof. 

21.2 These terms and conditions shall be effective as of December 15th 2014 at 00:01 hours GMT and shall apply to any Bunker Contracts concluded after this time. 

21.3 In the event Seller's capacity to perform becomes impracticable for any reason, including, but not limited to, a request or suggestion by any official body relating to supplies, priorities, rationing or allocations of any product, Seller may reduce or stop deliveries in such a manner as it may in its sole discretion determine and shall be relieved of its obligation to perform hereunder. 

21.4 All rights and remedies of Seller hereunder are cumulative, and election of one remedy shall not exclude another. 

21.5 This writing supersedes all previous Standard Terms and Conditions of Sale of Marine Fuel by Abu Dhabi Cosmo Oil & Gas and sets forth the final and exclusive expression of the parties' agreement unless it is modified in writing, which modification must be signed by GP. It supersedes all oral or implied agreements. Any disclaimer, notice or other writing by Buyer or vessel interests or their agents on the marine fuel delivery receipt, or any other document, seeking unilaterally to alter or amend any part or this Agreement shall be ineffective. 

21.6 Barge rates provided Buyer for Buyer's account are based upon normal barge availability. In the event that these facilities are fully committed, other barges, if available, will be engaged at such rates as are applicable. Buyer may request modification of the terms of this Agreement no later than when placing its initial order for marine fuels, but at Seller's discretion the prices offered by Seller may be raised in consideration of such modifications, including any increase in Seller's liabilities thereby. 

 21.7 This Agreement cannot be assigned by the Buyer except with the prior written consent of the Seller. Seller may cause deliveries under this agreement to be made to buyer by others and may assign the duties obligation, rights , benefits and privileges of this agreement in whole or part to others without notice to or consent from buyer. 

ARTICLE 22 SECTION HEADINGS 

22.1 The headings of each section herein are descriptive only, and are provided for organizational purposes.

END OF STANDARD TERMS AND CONDITIONS OF SALE.


SINGAPORE


STANDARD TERMS AND CONDITIONS OF SALE OF MARINE FUEL FOR VESSELS BY Abu Dhabi Cosmo Oil & Gas PTE LTD 

1st NOVEMBER 2014

Except as may otherwise be negotiated by the parties and agreed to in writing, the following terms and conditions shall apply to all sales of marine bunker fuels and related products of whatever type or grade by Abu Dhabi Cosmo Oil & Gas Pte Ltd, Singapore to any Buyer as defined below: 

ARTICLE 1 DEFINITION 

1.1 In this document the following terms shall have the following meanings: 

Bunker Confirmation   means a confirmation in writing from the Seller to the Buyer setting Forth the particular terms of each sale of Bunker Fuel. 

Bunker Contract          means the Bunker Confirmation and the Standard Terms. Bunker Fuel means marine bunker fuel and related products of                                        whatever type or Grade delivered by the Seller. 

Buyer                         means the Buyer under each Bunker Contract, including the entity or entities named in the Bunker Confirmation, together                                        with the Vessel, her master, owners, operators, charterers, any party benefiting from consuming the Bunker Fuel, and any                                     other party ordering the Bunker Fuel, all of whom shall be jointly and  severally liable as Buyer under each Bunker Contract. 

Standard Terms         means these terms and conditions in force as of December 1st 2011 and any subsequent amendments hereto. 

Seller                          means Abu Dhabi Cosmo Oil & Gas Pte Ltd., Singapore acting through any of its agents. 

Vessel                        means the Vessel to which a delivery of Bunker Fuel is made and/or onboard which it is consumed, which shall include any                                    on-shore tank, rig, or other unit or installation supplied by the Seller. 

ARTICLE 2 PRICE 

2.1 The price for delivery of Bunker Fuel sold hereunder shall be agreed upon by Buyer and Seller. Buyer shall, in addition to the price, pay all applicable duties, port charges, taxes and other such costs including, without limitation, those imposed by governmental authorities, and barging and other delivery charges. 

ARTICLE 3 NOMINATION AND DELIVERIES 

3.1 Each sale of Bunker Fuel shall be confirmed by a Bunker Confirmation. The Bunker Confirmation shall incorporate the Standard Terms by reference and the Bunker Confirmation and the Standard Terms together constitute the complete Bunker Contract. The Bunker Contract shall supersede any conflicting terms of other contracts which the Buyer may seek to enforce against the Seller. In particular, any terms not directly aimed at bunker sales transactions may not be enforced against the Seller to the effect they contravene the Bunker Contract. 

3.2 The Bunker Fuel order shall be considered firm and binding upon Buyer's acceptance of price, quoted by Seller. Confirmation in writing by Seller of price may be provided to Buyer, but the absence of such confirmation shall not void the agreement of sale. 

3.3 If Seller is, on behalf of Buyer, requested to make any arrangements with and secure any permission of port authorities prior to making delivery, an appropriate and early notice from Buyer is required. 

3.4 Abu Dhabi Cosmo Oil & Gas has the option to increase fuel prices if the vessel's actual arrival time is more than 48 hours after the arrival time specified in the notice required under (ii) above. 

3.5 Any notice by Buyer that a maritime lien on the vessel may not be created because of the existence in Buyer's charter party of a Prohibition of Lien Clause, or for any other reason, must be given to Seller in the initial order for marine fuel, in which case no credit can be granted to Buyer and the marine fuel shall be paid for in cash or equivalent prior to delivery. Any notice of such restriction given by Buyer, its agents, ship's personnel or other person later than in the initial order shall not effect a modification of the terms of sale except that any granting of credit by Seller is rescinded on receipt of the notice, with full payment due forthwith. Any cancellation thereafter shall be subject to cancellation charges which are due to the above reasons 

3.6 Where delivery is required during other than regular business hours, Buyer shall pay all overtime and extra expenses incurred by Seller or its agents or contractors. 

3.7 Where lighterage is employed, lighterage charges shall be for the account of Buyer. Lighterage will be charged on the quantity delivered to the Buyer's vessel in accordance with the rates and charges of the fuel barge contractor. Deliveries of light diesel, gas oil and other grade of marine fuel on two or more barges will be subject to separate charges. 

3.8 Buyer will give Seller at least three (3) working days prior written notice of the delivery desired, specifying the vessel, the estimated date of arrival, location and method of delivery, and the grade and quantity of Bunker Fuel requested. 

3.9 The Buyers, vessel or their agents at the port or place of delivery, shall give the Sellers or their representatives at the port or place of delivery, 96, 72 and 48 hours approximate and 36 hours definite notice of the Vessel's arrival and the location and time at which deliveries are required. 

3.10 Where delivery is required outside normal working hours and is permitted by applicable regulations, Buyer will pay all overtime and extra expenses incurred. 

3.11 Buyer will make all connections and disconnections of the delivery hose and will render all other necessary assistance and equipment to receive deliveries.  

3.12 Where lightering/barging is employed, lightering/barging charges shall be for the account of Buyer. If Buyer fails to take delivery, in whole or in part, of the quantities nominated, Buyer shall be responsible for any costs resulting from Buyer's failure to take full delivery, as well as for any losses incurred by Seller to downgrade and/or pump back of the fuel. 

3.13 Buyer will be liable for all demurrage or additional expenses incurred by Seller if Buyer causes delays to Suppliers' facilities in effecting delivery. Buyer will also pay for mooring, unmooring and port dues incurred. In addition Buyer will be liable for any expenses incurred by Seller resulting from Buyer's failure to take delivery of the full quantity of Bunker Fuels agreed to by Buyer including but not limited to any loss on the resale of the Bunker Fuels and the Buyer shall bear the risk of the return transport, demurrage on the barge or trucks, storage or selling of the Bunker Fuels. Seller further shall not be liable for such demurrage, loss, damage or expense incurred by Buyer due to delays in furnishing a berth. In any situation not included above, Seller shall not be liable for delay in delivery, or failure to make delivery, of marine fuels unless Buyer proves that the delay or failure was solely caused by gross negligence on the part of the Seller. In any case, damages recoverable from Seller for delay in delivery or failure to make delivery shall be limited to direct damages for additional time in port and shall not include any consequential damages whatsoever, including, without limitation thereto, detention, demurrage, charter hire, crew wages, towage, pilotage, lost profits, barge delivery charges and increased costs or expenses in obtaining replacement fuel. 

3.14 Buyer shall indemnify and hold harmless Seller against all damage and liabilities arising from any acts or omissions of Buyer or its servants, ship's officers or crew in connection with the delivery of the fuel under this agreement. 

3.15 Abu Dhabi Cosmo Oil & Gas has the option to increase fuel prices if the vessel's actual arrival time is more than 48 hours after the arrival time specified in the notice required under (3.4) above. 

3.16 If Buyer cancels the nomination for any reason whatsoever any charges incurred are for Buyer's account. 

3.17 Seller will not be liable for any demurrage or loss incurred by Buyer due to congestion affecting Suppliers' delivery facilities, prior commitments of available barges or to any other delay in delivery. 3.18 Seller or it's Supplier will arrange deliveries based on the principle of "First Come-First Served" but reserve the right to arrange bunkering sequence following his logistics, prior engagements, priorities, obligations and deliveries." 

3.19 Marine fuel is delivered hereunder not only on the credit of Buyer but also on credit of the vessel receiving delivery of marine fuel, and it is agreed and Buyer warrants that Seller will have and may assert a maritime lien against the receiving vessel for the amount of the purchase price of said marine fuel together with all delivery and other charges forming part of the agreement of sale. All associated costs to recover the unpaid bills will be solely on the buyer ordering the fuel. 

3.20 Delivery into Buyer's vessel at terminal need not be made whenever, in Seller's opinion, clear and safe berth for the vessel is not available, or when, for any other reason, delivery would, in Seller's opinion, be unsafe or inadvisable.  

3.21 Delivery into Buyer's vessel by barge need not be made whenever, in the opinion of Seller or the fuel barge contractor, safe passage or clear and safeberth for the barge, whether alongside Buyer's vessel or otherwise, is not available, or when, for any other reason, in the opinion of Seller or the fuel barge contractor, delivery would be unsafe or inadvisable. 

3.22 On Buyer's cancellation of a nomination, or portion thereof, , Abu Dhabi Cosmo Oil & Gas shall be entitled to a fee of $5.00 per metric ton or the lost fuel value, whichever is greater, by way of liquidated damages and as compensation for Seller's relinquishing its rights under the agreement. Lost fuel value shall be considered the difference between the contract price per metric ton and market value of fuel at time of cancellation as determined by Platts Bunkerwire mid-point on the day of cancellation for the closest relevant market. If no publication on the cancellation day the next published quotation will be considered for this purpose. 

ARTICLE 4 QUALITY 

4.1 Buyer shall have the sole responsibility for the selection of the proper grades of Bunker Fuels for use in the vessel being supplied and the Seller shall not be under any obligation to check whether the grade of Bunker Fuels is suitable for the Vessel. The Bunker Fuels shall be of the same quality generally offered for sale at the time and place of delivery, for the grade of Bunker Fuels ordered by the Buyer. 

4.2 Buyer at its own expense has the right to have its representatives present to inspect the Bunker Fuel to be delivered hereunder before it is pumped aboard the vessel being supplied. Any such inspection must not delay delivery and must take place in the presence of a representative of the Seller. 

4.3 The Buyer shall be responsible to keep the delivered Bunker Fuel segregated from any Bunker Fuel(s) onboard the Vessel or from a different delivery to the Vessel. In no event shall the Seller be responsible for the quality and compatibility of the Bunker Fuel delivered if the Seller's product is mixed or comingled with any other product(s) onboard the receiving Vessel. The Buyer shall be solely responsible for any losses caused by mixing or comingling the Bunker Fuel with any other oil, including any damage the Bunker Fuel may cause on other products on board the receiving Vessel. 

ARTICLE 5 QUANTITY 

5.1 The quantity of Bunker Fuel delivered shall be determined from gauges/ullages of the barge or truck effecting delivery or by gauging/ullages of shore tank, at Seller's option, if delivery is by pipeline. Buyer has the right to have its representatives present during measurements, but the measurement as per the official gauge or meter of the Bunker Tanker/Shore Tank/Road tanker shall be final and binding on both the Parties.

ARTICLE 6 SAMPLING 

6.1 The Seller or its representatives shall arrange for samples to be drawn at the time of  delivery of the Bunker Fuel. Unless otherwise agreed between the Seller and Buyer prior to entering into the Bunker Contract, the samples shall be drawn from a point and in a manner chosen by the Seller or its representatives in accordance with the MARPOL sampling procedures at the port or place of delivery of the Bunker Fuel 

6.2 The sampling mentioned in paragraph 6.1 shall be performed in the presence of the Seller or its representatives and the Buyer or its representatives, but the absence of the Buyer or its representatives during all or any part of the sampling process shall not prejudice the validity of the samples. 

6.3 On completion of sampling, all samples drawn by the Seller or its representatives are to be sealed, labelled and signed by both Seller or its representatives and Buyer or its representatives. Two samples shall be retained by the Buyer or its representatives, one of these shall be the MARPOL compliant sample. The remaining samples shall be retained by the Seller or its representatives. 

6.4 In the event of a dispute concerning the quality of the Bunker Fuel, the results of analysis of the Seller's or its representative's drawn samples performed by an independent laboratory mutually appointed by the Buyer and Seller shall be conclusive to determine the quality of the Bunker Fuel supplied. Analysis results of the Seller's or its representative's drawn samples will be the sole binding evidence for the quality of the Bunker Fuel supplied to the Vessel. 

6.5 If the Seller and the Buyer cannot agree on an independent laboratory to perform mutual analysis or if the Buyer fails to reply to the Seller's notice hereof within 7 (seven) days from receipt of such notice, the Seller can at its sole discretion decide which laboratory to perform the analysis, which shall be final and binding for all parties involved. 

ARTICLE 7 RISK AND TITLE 

7.1 Risk in the Bunker Fuel, including loss, damage, deterioration, evaporation, or any other condition or incidents related thereto shall pass to the Buyer as the Bunker Fuel passes the fixed bunker connections on the delivering vessel or truck. The buyer warrants that representatives from the Vessel shall be responsible for ensuring that the Bunker Fuel is received in a safe way. 

7.2 Title in the Bunker Fuel shall remain with the Seller until the Buyer has paid for the Bunker Fuel in full. Until that time, the Buyer shall hold the Bunker Fuel as bailee, store it in such a way that it can be identified as the Seller's property and keep it separate from Buyer's own property and the property of any other person. In the event that the Buyer fails to make payment in accordance with Article 8, the Seller has the right to demand immediate return of the Bunker Fuel. The Buyer shall remain liable to the Seller in conversion even if the Bunker Fuel is consumed by a third party. 

ARTICLE 8 PAYMENTS 

8.1 Payment shall be made by the Buyer in U.S. Dollars, unless otherwise agreed at the time of the issuing of the Bunker confirmation, without discount or deduction of any kind, upon receipt by Buyer of written, telefax, e-mail or other electronic delivery methods GP - Terms & Conditions advice of the delivery details and amounts due in lieu of delivery documents. Delivery documents may be provided to Buyer at its request, but payment shall not be conditioned upon Buyer's receipt of such documents. Subsequent adjustments, if any, will be made upon receipt by Seller of the Bunker Fuel delivery note. Unless otherwise agreed, the final volume stated in Seller´s or its representative's delivery documentation is to be considered final in respect of the quantity to be invoiced. 

8.2 If not otherwise specifically agreed between Buyer and Seller at time of ordering, the confirmed costs including possible additional extra costs are only valid for delivery performed to the Vessel on the agreed and confirmed delivery date(s). Should the date(s) of delivery for any reason change, the Seller is entitled to change the price. In the event that any Invoice is not paid in due time, the Seller shall be entitled, at its sole discretion, to specify any particular Invoice or part thereof to which any subsequent payment(s) shall be applied, including, but not limited to, payment covering interest charges, legal fees and other charges. Moreover, the Buyer shall indemnify the Seller against any loss which is caused by adverse currency fluctuations between the Invoice currency and the value of the US Dollar from the latest due date of the Invoice until the date on which payment is made. 

8.3 Payment shall be made by telegraphic transfer of funds to a bank designated by Seller net of any bank charges. 

8.4 Unless a longer or shorter period is set out in the Bunker Confirmation, payment is to be received by Seller within a period of 30 days from the date of delivery. For payment past due, a service charge shall accrue to Seller at the rate of 2% per month, compounded monthly, from the date payment was due to the date of payment. Whenever a due date falls on a Saturday, Sunday or Public Holiday, payment shall be made on the last preceding working day. 

8.5 Notwithstanding any agreement to the contrary, payment will be due immediately and the Seller shall be entitled to cancel all outstanding stems and/or withhold future deliveries in case of any action, claim, investigation or proceeding commenced or threatened for: 

(i) bankruptcy, liquidation or suspension of payment or comparable situation of the Buyer, 

(ii) arrest of assets of the Buyer including, but not limited to, the Vessel 

(iii) liquidation/bankruptcy or any other changed financial or legal position of the parent company, sister companies or affiliated companies to the         Buyer which in the sole discretion of the Seller is deemed to adversely affect the financial position of the Buyer

(iv) if the Buyer fails to pay any invoice to the Seller at the time of maturity set forth in such invoice, 

(v) if the Buyer fails to comply with any other obligation pursuant to the Bunker Contract, including, but not limited to, the Buyer's failure to take          delivery of Bunker Fuels in full or in part, or 

(vi) 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. In any of the foregoing situations the Seller shall have the option to either (a) cancel the Bunker Contract, (b) to store the Bunker Fuel in full or in part for the Buyer's account and risk, (c) to demand that the Buyer complies with its obligations pursuant to the Bunker Contract or  (d) to make use of any other remedy available under the law. 

8.6 Sales shall be made on the credit of the receiving vessel, as well as on the credit of the Buyer. The amount due on the purchase price, together with all delivery and other charges forming part of the agreement of sale, shall give rise to a maritime lien against the vessel immediately upon delivery. 

8.7 If Seller considers Buyer's financial condition inadequate, or for any other reason, Seller may require cash payment in advance or security acceptable to Seller before delivery. 

8.8 Seller may, at its option, grant credit to Buyer on the following terms:

i.) Credit can only be granted if it is secured by a maritime lien on the vessel in accordance with Article 3.

ii.) Buyer shall make full payment within 30 days or as otherwise agreed of date of delivery, defined as the date pumping of the product aboard Buyer's vessel is completed 

iii.) If full payment is not received within 30 days, the amount overdue shall be subject to interest charged at the rate of 18 percent per annum, 1 1/2% per month, or the maximum rate permitted under law, whichever is less. Interest shall be paid from the date of delivery until the date payment is received by Seller;

iv.) If credit is granted to Buyer, Seller may withdraw such credit at any time, for any reason, and require full payment upon delivery or at any time after delivery. If credit is withdrawn and payment is not made upon demand, interest shall be payable from date of delivery at the rate set forth in Article 8.8 (iii). 

v.) If payment is not made within 30 days, or if credit is withdrawn and payment not made upon demand, Buyer shall be liable for reasonable attorneys' fees and collection expenses whether or not suit is filed. If suit is filed, Buyer shall be liable for all court costs in addition to reasonable attorneys' fees and expenses. Said charges, together with interest, shall constitute a part of the Seller's maritime lien on the vessel under Article 3.

8.9 Any notice or any stamp in the Bunker Delivery Receipt or similar cannot waive the Seller's maritime lien on the Vessel. 

8.10 Should the Bunker Fuel be purchased by an intermediary such as a manager, broker, trader or agent then such manager, broker, trader or agent shall (in addition to the Buyer) be bound by and liable for all obligations as fully and completely as if they were themselves the Buyer whether such principal be disclosed or undisclosed and whether or not such manager, broker, trader or agent purports to contract as manager, broker, trader or agent only. Furthermore, delivery shall always take place for the account of the registered owners and for the account of the current charterers all of whom shall, together with any intermediary, remain jointly and severally liable for the payment of the delivery as Buyers until payment has been received by the Seller in full. The Buyer warrants that it is authorized as agent to order the Bunker Fuel for delivery to the Vessel, and that the Seller has a lien on the Vessel for its claim. 

 ARTICLE 9 CREDIT ON THE VESSEL AND SELLER'S REMEDIES

9.1 The Bunker Fuel supplied to the Vessel is sold and delivered on the credit of the Vessel, as well as on the promise of the Buyer to pay therefore, and the Buyer agrees and warrants that the Seller shall have and may assert a maritime lien against the Vessel and may take such other action or procedure against the Vessel and any other vessel or asset beneficially owned or controlled by the Buyer, for the amount due for the Bunker Fuel and the delivery thereof. The Seller is entitled to rely on any provisions of law of the flag state of the Vessel, the place of delivery or where the Vessel is found and shall, among other things, enjoy the full benefit of local legislation granting the Seller maritime lien on the Vessel and/or providing for the right to arrest the Vessel. 

Nothing in the Bunker Contract shall be construed to limit the rights and/or legal remedies that the Seller may enjoy against the Vessel or the Buyer in any jurisdiction. 

ARTICLE 10 CLAIMS 

10.1 The quantity of Bunker Fuel delivered shall be determined in accordance with Article 5.1. Any claim regarding the quantity of the Bunker Fuel delivered shall be notified verbally as well as in writing by the Buyer or the master of the Vessel to the Seller as soon as practicable at the conclusion of the delivery of the Bunker Fuels while the delivery hoses are still connected. In any event where notification of quantity claim is received after completion of the delivery such claim shall be deemed to be waived and barred. A notification inserted in the Bunker Delivery Note or in a separate protest handed to the physical supplier of the Bunker Fuel shall not qualify as notice under this section 

10.1 and the Seller shall under no circumstances be deemed to have accepted such notice or protest handed to the physical supplier. 

10.2 Quantity Claims can be avoided by ensuring proper Pre-delivery and Post-delivery checking by the duty Officer of the Vessel or any other senior representative of the Customer ("the Procedures"). The delivery must be supervised at all times, and documentations be checked to ensure complete and accurate, with signings and stampings. Any discrepancies must be indicated on the Bunker Delivery Note. Failure in proper Documentations and/or Procedures will not substantiate a Claim. The Seller will not hesitate to reject Claims whereby these Procedures are not followed. For the avoidance of doubt, the Seller will not accept a Claim for short delivery based on figures obtained by measuring Bunker Fuel in the Vessel's tanks. On making claim, Buyer shall furnish to Seller a sample of the marine fuel delivered by GP as well as all necessary information, including all analysis made by Buyer and/or vessel interests of the product, as shall be required by Seller to satisfactorily evaluate the claim. Buyer shall immediately give Seller all reasonable opportunity to inspect the vessel, including, without limitation, its engines, fuel tanks, equipment, logs, records and copies of communications, including communications between vessel and Buyer (and/or between vessel and owner or operator) as well as communications to and from fuel testing organizations consulted by Buyer or vessel interests. If these conditions are not met within said 30 day period, Buyer shall be time-barred from making claim. 

10.3 Any claim regarding the quality of the Bunker Fuel delivered shall be presented in writing to the Seller as soon as an alleged quality problem has occurred or the Buyer is notified of any alleged problem and in any event no later than within 14 (fourteen) day from the date of delivery to the Vessel. Should the Buyer fail to make timely notification of any claim regarding the quality of the Bunker Fuel the claim shall be deemed waived and barred. 

10.4 In the event of any claim presented in accordance with Section 10.1 and 10.3, the Buyer shall: 

  Cooperate with the Seller and make all necessary arrangements for the Seller or its representatives to investigate such claim, including but not limited to the boarding and inspection of the Vessel, the interviewing of crew and the review and copying of Vessel documents. 

 Take all reasonable steps and actions to mitigate any damages, losses, costs and expenses related to any claim of alleged off-specification or defective Bunker Fuel. If the Bunker Fuel deviates from specifications, the Buyer shall use all reasonable endeavors to mitigate the consequences hereof and shall burn the Bunker Fuel if possible even if this requires employment of purification tools or other similar measures.  Take all reasonable steps to preserve the Seller's recourse against the physical supplier of the Bunker Fuel or any culpable third party.

10.5 A breach by the Buyer of any part of Article 10.4 above will entitle the Seller to set off losses caused by the breach against any liability to the Buyer. 

10.6 Any claims against the Seller in respect of this contract shall be brought before the relevant court or arbitral tribunal in accordance with Articles 18 and 19 within 6 (six) months of the date of delivery of the Bunker Fuel, failing which such claims shall be deemed to be waived and time- barred. 

10.7 Buyer's submission of any claim does not relieve it of responsibility to make full payments as required under Article 8 and Buyer shall not be entitled to set off any claim from payment.

ARTICLE 11 LIABILITY 

11.1 The Seller's liability for any claim or claims whatsoever, however arising under the Contract whether caused by negligence or not, whether based in tort or contract shall be limited to the value of the Bunkers Fuel as set out in the Invoice.

11.2 The Seller shall under no circumstances be liable for any consequential losses whatsoever, including, without limitation, delay, detention, demurrage, charter hire, crew wages, pilotage, towage, port charges, loss of profits or increased cost or expenses for obtaining replacement fuel. Seller is not liable for any loss, damage, expense or delay resulting from strikes or labor difficulties whatsoever and wheresoever occurring or for stoppage or delay of work due to causes beyond its control. See also Article 3.8.

11.3 Any liability for damage to the Vessel shall in any event be reduced by 20 (twenty) percent of the invoice value of spare parts for each year or fraction thereof in which the replaced part has been in use. 

11.4 The Buyer undertakes to indemnify the Seller against any claims, losses or costs of whatever kind related to the Bunker Contract instituted by third parties against the Seller to the extent such claims exceeds the Seller's liability towards the Buyer according to Article 11.1 

11.5 Seller is not liable for damage to Buyer's vessel or other property, caused by acts other than the supplying of defective or improper fuel, or for any other loss sustained by the vessel, its owners, charterers, underwriters, or other parties in interest, in contract, tort or otherwise, unless the same is directly and solely caused by the negligence of Seller's own ,which negligence must be affirmatively proved. In such event, Seller's liability, if any, is strictly limited to repair of such damage as was directly caused by the sole negligence of Seller's employees and Seller shall not be liable for any consequential damage whatsoever including, without limitation, delay, detention, demurrage, charter hire, crew wages, towage, pilotage, port or wharf charges, lost profits, barge delivery charges and increased costs or expenses for obtaining replacement fuel. 

11.6 Seller shall be discharged from all liability for defective workmanship, material or marine fuels, or for other loss or damage, unless the same is discovered and claim in writing made to Seller within 30 days after the marine fuels were delivered to the vessel or the vessel damaged by Seller's employees as above described and litigation is commenced within one year after the Seller delivered the marine fuels or Seller's employees otherwise damaged Buyer's vessel or other property. 

11.7 The foregoing is in lieu of all warranties and liabilities of Seller, express or implied

ARTICLE 12 TAXES 

12.1 All prices are excluding GST (Goods and Services Tax) and/or taxes unless otherwise agreed as stated in Article 2.1. The Seller is entitled, at any time, to charge additional GST and/or taxes if imposed by local authorities. Buyer shall pay Seller the amount of all excise duties, VAT, GST, gross receipts, imports, motor fuel, superfund, spill taxes, and all other applicable taxes. 

ARTICLE 13 FORCE MAJEURE 

13.1 The Seller shall not be liable for any loss and/or damage of whatever nature resulting from any delay and/or failure in performance under the Bunker Contract: (i) caused by any circumstance beyond the Seller's direct control, and/or (ii) if the supply or source of the Bunker Fuel from any facility of production, distribution, storage, transportation or delivery contemplated or intended by the Seller's supplier is disrupted, unavailable or inadequate due to war or war-like situations, riots, strikes, congestion, governmental order or intervention, unavailability of barges or other means of transport or stem, weather, act of God, changed market conditions, or similar situations. 

13.2 In the event of a failure of performance as provided in Article 13.1, the Seller may, but is under no obligation, to source, procure or obtain alternative Bunker Fuel or product, and in such case the Seller shall be entitled to receive from the Buyer payment of any additional costs of performance. 

13.3 The Buyer shall have no right of cancellation of the Bunker Contract due to Force Majeure as stated in Article 13.1. 

ARTICLE 14. INDEMNITY 

14.1 Buyer shall indemnify and hold harmless Seller, the fuel barge contractor and their agents and employees from and against all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the performance of services or the providing of marine fuel under this contract, including claims, damages, losses, penalties or expenses arising under any air, water quality or hazardous waste statute, regulation or ordinance, hereinafter referred to “pollution claims”, providing that any such claim, damage, loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than Buyer's vessel and its appurtenances) including the loss of use resulting there from, or to pollution claims, and (b) is caused in whole or in part by any negligent act or omission of Buyer, the vessel or vessel interests, their agents or employees or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such claim, damage, loss, or expense is also caused in part by the Seller, the fuel barge contractor, their agents or employees. 

ARTICLE 15 COLLECTIONS AND INDEMNITY 

15.1 The Buyer agrees to pay any and all expenses, legal fees and court costs incurred by the Seller (i) to collect and obtain payment of any amount due to the Seller, including but not limited to legal fees and court costs associated with enforcing any maritime lien, attachment, right of arrest, or other available remedy in law, equity or otherwise; and (ii) to recover any damages or losses suffered by the Seller as a result of any Breach by the Buyer of any provision of the Bunker Contract. 

ARTICLE 16 SAFETIES 

16.1 It shall be the sole responsibility of the Buyer to ensure that the Vessel, its crew and those responsible for its operation and management observe and comply with all health, safety and environmental laws and regulations with regard to the receipt, handling and use of the Bunker Fuel. 

ARTICLE 17 ENVIRONMENTAL PROTECTIONS 

17.1 In the event of a spill or discharge, before, during or after supplying the Bunker Fuel, Buyer and the vessel shall, at their own expense, immediately take whatever action is necessary to give prompt notice to the official bodies and to affect cleanup. Failing prompt action, Buyer and the vessel authorize Seller to conduct and/or contract for such cleanup at Buyer's and vessel's expense. Buyer warrants that the vessel supplied is in compliance with all national, state and local statutes, regulations and ordinances, including those requiring proof of financial ability in regard to spills or discharges of oil. Buyer shall hold Seller harmless as to any delays, claims, losses, expenses or penalties arising from breach by Buyer of this warranty, including legal fees. 

17.2 Buyer warrants that the vessel fueled is in compliance with all national, state and local statutes, regulations and ordinances, including those requiring proof of financial ability in regard spills of oil and hazardous materials. Buyer shall hold Seller harmless as to any delays, claims, losses, expenses or penalties arising from breach by Buyer of this warranty, including attorney fees. 

17.3 It is the responsibility of the Master to Notify the Seller of any conditions, difficulties, peculiarities, deficiencies or defects with respect to engines, boilers, fuel tanks, piping, navigation equipment, mooring lines, tackle, gear, and any other types of equipment, which might jeopardize or impose hazards or problems in connection with handling, mooring, unmooring or bunkering of the vessel. Buyer's vessel will not be moored at wharf or alongside any other marine loading facilities, or a fuel barge brought alongside the Buyer's vessel, unless said vessel is free of the aforesaid conditions, difficulties, peculiarities, deficiencies or defects. 

ARTICLE 18 LAW AND JURISDICTION 

18.1 This Agreement shall be governed and construed in accordance with English law. The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Except for circumstance referred to in Clause 18.5 below 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 London, England in accordance with the Arbitration Act 1996 (or any subsequent amendment). 

18.2 In the event that the Seller determines to refer any dispute to arbitration it shall be referred to a tribunal of three arbitrators consisting of one arbitrator to be appointed by the Seller, one by the Buyer, and one by the two arbitrators already appointed. Each member of the tribunal shall be a full member of The London Maritime Arbitrators Association (the ‘'LLMA''). Either party may call for Arbitration by service of written notice, specifying the name and address of the arbitrator appointed and a brief description of the dispute(s) or difference(s) to be the subject or the Arbitration. If the other party does not within 14 days serve notice of appointment of an arbitrator to arbitrate the dispute(s) or difference(s), then the first moving party shall have the right without further notice to appoint its own arbitrator as sole arbitrator and shall subsequently advise the other party accordingly. The award of the sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Provided each party appointed their own arbitrator then these two arbitrators shall jointly appoint the third arbitrator. In the event that the two arbitrators fail to appoint a third arbitrator within twenty days of the appointment of the second arbitrator, either party may apply to the English courts for the appointment of a third arbitrator. Any disputes to be referred to Arbitration are to be determined in accordance with the current LMAA terms unless the parties agree otherwise. 

18.3 Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. 

18.4 In cases where neither the claim nor any counterclaim exceeds the amount of USD 100,000 (or such other sum as the parties may agree) the Arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 

18.5 The General Maritime Law of the United States shall always apply with respect to the existence of a maritime lien, regardless of the country in which Seller takes legal action. Seller shall be entitled to assert its rights of lien or attachment or other rights, whether in law, in equity or otherwise, in any jurisdiction where the Vessel may be found. Without prejudice to any other Clause herein any disputes and/or claims arising in connection with these conditions and/or any Agreement governed by them, any dispute and/or claim arisen in connection with a Vessel detained by Seller at any port, place or anchorage within the United States shall be submitted to the United States District Court for the Southern District of New York. 

18.6 If any procedure of any nature whatsoever is instituted under Clause P.5 above, in connection with any controversy arising out of this Agreement or to interpret or enforce any rights under this Agreement, the prevailing party shall have the right to recover from the losing party its reasonable costs and attorneys' fees incurred in such proceeding.

ARTICLE 19 SECURITIES 

19.1 Notwithstanding the provisions of Articles 18 and 19, the Seller shall be entitled to avail itself of any and all remedies under maritime law to obtain security for its claims against the Vessel, her owners, its agents, managers, servants, buyers and/or charterers including but not limited to vessel arrest and attachment procedures. Where the Seller elects to take such action the Seller has the option to submit to the jurisdiction of the Court where security is obtained and to the laws of that jurisdiction. 

ARTICLE 20 DISCLAIMERS OF WARRANTIES AND CONDITIONS 

20.1 Any implied warranties and conditions whatsoever, whether statutory or otherwise, including the warranties of merchantability and fitness for a particular purpose or of condition and any oral or implied agreements inconsistent with this Agreement are expressly excluded and disclaimed. ARTICLE 21 MISCELLANEOUS 

21.1 If any part of this agreement is declared invalid, it shall not affect the validity of the remainder of the agreement or any part thereof.

21.2 These terms and conditions shall be effective as of December 15th 2014 at 00:01 hours GMT and shall apply to any Bunker Contracts concluded after this time. 

21.3 In the event Seller's capacity to perform becomes impracticable for any reason, including, but not limited to, a request or suggestion by any official body relating to supplies, priorities, rationing or allocations of any product, Seller may reduce or stop deliveries in such a manner as it may in its sole discretion determine and shall be relieved of its obligation to perform hereunder. 

21.4 All rights and remedies of Seller hereunder are cumulative, and election of one remedy shall not exclude another. 

21.5 This writing supersedes all previous Standard Terms and Conditions of Sale of Marine Fuel by Abu Dhabi Cosmo Oil & Gas and sets forth the final and exclusive expression of the parties' agreement unless it is modified in writing, which modification must be signed by GP. It supersedes all oral or implied agreements. Any disclaimer, notice or other writing by Buyer or vessel interests or their agents on the marine fuel delivery receipt, or any other document, seeking unilaterally to alter or amend any part or this Agreement shall be ineffective. 

21.6 Barge rates provided Buyer for Buyer's account are based upon normal barge availability. In the event that these facilities are fully committed, other barges, if available, will be engaged at such rates as are applicable. 

21.7 Buyer may request modification of the terms of this Agreement no later than when placing its initial order for marine fuels, but at Seller's discretion the prices offered by Seller may be raised in consideration of such modifications, including any increase in Seller's liabilities thereby. 

ARTICLE 22 SECTION HEADINGS

22.1 The headings of each section herein are descriptive only, and are provided for organizational purposes.

END OF STANDARD TERMS AND CONDITIONS OF SALE.


DISCLAIMER

“General terms and conditions of sales constitutes part two of a sales contract/confirmation, which forms the entire document of sale. These terms and conditions prevail, unless the Seller agrees explicitly otherwise in writing. The terms and conditions of sales may not be limited to the above and can include other details depending on the location and modalities of the trade. Each delivery shall constitute a separate contract.”