香港易船供服务有限公司
HONGKONG E-MARINE SUPPLY SERVICE CORPORATION LIMITED

HONGKONG E-MARINE SUPPLY SERVICE CORPORATIONLIMITEDGeneral Terms and Conditions for Sales of Marine Fuels 2021

1 Definitions

Throughout this Contract, except where the context otherwise requires, the following definitions shall be applied: "Arrival" means the Vessels’ arrival at the nominated port or place of delivery after the completion of local authorities’ formality requriement from the commencement of bunkering operation, and in a status that can be deemed as readiness in all respect to receive. "Buyer" means the party or parties described in the Sales Order Confirmation and shall include the Vessel, the owner, her master, operator, any party benefiting from consuing the Marine Fuels, and any other party ordering the Marine Fuels, all of whom shall be jointly and severally liable as the Buyer under the Contract. "Bunker Tanker" means the bunker barge or tanker or tank truck supplying Marine Fuels to the Vessel. "Contract" means the contract for the purchase and sale of Marine Fuels between the Seller and the Buyer, comprising the Sales Order Confirmation and General Terms and Conditions. "Day/days" means a calendar day(s) unless otherwise stated. "General Terms and Conditions" means these General Terms and Conditions for Sales of Marine Fuels . "Marine Fuels" means products, derived from crude oil, and related products of whatever type and grades delivered to the Vessel. "Party" means the Seller, Buyer or a specific third party. "Sales Order Confirmation" means a confirmation in writing from the Seller to the Buyer setting forth the particular terms of each sale of Marine Fuels. "Seller" means the party contracting to sell and deliver Marine Fuels in the Sales Order Confirmation. "Vessel" means the vessel nominated by the Buyer to receive Marine Fuels.

2 Quality

(a) The Buyer shall be responsible for nominating the grades and/or specifications of the Marine Fuels fit for use by the Vessel. The Seller shall not be under any obligation to check whether the grade of Marine Fuels is suitable for the Vessel.

(b) The Seller warrants that the Marine Fuels (i) are of a homogeneous and stable nature and comply with the specifications and grades nominated by the Buyer; and (ii) are in compliance with the latest ISO Standard 8217 on the date of this Contract.

(c) The Seller, however, does not warrant the satisfactory quality, fitness, or suitability of the Marine Fuels for any particular purpose or utility which extend beyond the description as set out in this Contract.

(d) The Buyer shall be responsible to keep the delivered Marine Fuels segregated from any Marine Fuels onboard the Vessel. In no event shall the Seller be responsible for the quality and compatibility of the Marine Fuels delivered if the Seller’s product(s) is/are mixed or commingled with any other product(s) onboard the Vessel. The Buyer shall be solely responsible for any losses caused by mixing or commingling the Marine Fuels with any otheroil, including any damage the Marine Fuels may cause to other product(s) on board the Vessel.

3 Quantity

(a) The quantity of the Marine Fuels stated in the Sales Order Confirmation shall be supplied with a tolerance of +/- 5% at the Seller’s option.

(b) The actual quantity of the Marine Fuels shall be measured by the Seller from the official gauge or meter of the barge effecting delivery, or in case of delivery ex-wharf, of the shore-meter. The quantity calculated from soundings taken on the Vessel or the Vessel’s guage or meter shall not be considered in determining the quantity delivered.

(c) The Buyer or its representative shall have the right to witness such measurement at the Buyer’s own expense. The absence of the Buyer or its representatives shall not prejudice the validity of the measurement of the quantities of Marine Fuels delivered.

4 Sampling

(a) The Seller shall be responsible for sampling of the Marine Fuels and the samples shall be drawn throughout the entire bunkering operation using a sampling device at the receiving Vessel’s inlet bunker manifold, unles otherwise specified by the authorities having jurisdiction. Samples may also be taken from the Bunker Tanker outlet manifold in the event that there is an agreement between all parties concerned.

(b) The Buyer shall have the right to witness the sampling process. The absence of the Buyer or its representative shall not prejudice the validity of the samples taken.

(c) A minimum four (4) samples of each grade or specification of the Marine Fuels shall be taken and securely sealed. Two (2) samples shall be retained by the Seller and other two (2) samples shall be retained by the Vessel. The samples shall be securely sealed and provided with labels showing the Vessel's name, identity of delivery facility, product name, delivery date and place and point of sampling and seal number, authenticated with the Vessel's stamp and signed by the Seller's representative and the Master of the Vessel or his authorized representative.

(d) Samples other than those described in (a) and (c) above shall not be admissible for purposes of determining quality of the Marine Fuels. Analysis of the samples shall be carried out by the professional institution jointly appointed by the Parties.

5 Delivery

(a) The Marine Fuels shall be delivered to the Vessel at the port or place stated in the Sales Order Confirmation subject to all regulations applicable at such port or place. The Seller shall use reasonable efforts to deliver the Marine Fuels, and shall not be liable for demurrage or other compensation for delay unless expressly agreed by the Parties in writing.

(b) Unless otherwise requested by the Seller, the Buyer, or its agents at the port or place of delivery, shall give the Seller or its representatives at the port or place of delivery, 72 and 48 hours approximate and 24 hours definite notice of the Vessel's Arrival and the location and time at which deliveries are required (excluding Saturdays, Sundays and public holidays, otherwise, notice will be deemed to have been given at 08.00 on the first working day thereafter). In the event that the Buyer fails to send the notice in time, the Seller shall supply the Marine Fuel on a commercially reasonable endeavors basis, provided that such supply is not against the commercial interest of the Seller, or the Seller will be entitled to terminate the Contract without any liability whatsoever.

(c) In the event that the Buyer requests for delivery of the Marine Fuels earlier than delivery date stated in the Sales Order Confirmation or if the Vessel’s actual Arrival falls 3 or more days later than the ETA stated in the Contract, the Seller shall supply the Marine Fuel on a commercially reasonable endeavors basis, provided that such supply is not against the commercial interest of the Seller, or the Seller will be entitled to terminate the Contract without any liability whatsoever.

(d) The Buyer shall be responsible for making all connections and disconnections between the delivery hose(s) and the Vessel’s manifold and to ensure hose(s) are properly connected to the Vessel’s bunker manifold prior to the commencement of delivery.

(e) The Buyer shall ensure that the Vessel is in possession of all certificates required to comply with all relevant regulations pertaining to delivery of the Marine Fuels at the port or place of delivery, and that the Master of the Vessel or his authorized representative shall:

  • (1) advise the Seller in writing, prior to delivery, of the maximum allowable pumping rate and pressure and agree on communication and emergency shut-down procedures;
  • (2) notify the Seller in writing prior to delivery, of any special conditions, difficulties, peculiarities, deficiencies or defects in respect of and particular to the Vessel which might adversely affect the delivery of the Marine Fuels, and;
  • (3)provide a free side to receive the Marine Fuels and render all necessary assistance which may reasonably be required to moor or unmoor the Bunker Tanker, as applicable.

(f) The Buyer shall be liable for all proven additional expenses incurred by the Seller as a direct result of the Buyer’s failure to take delivery of the Bunkers ordered.

(g) Unless otherwise agreed by both Parties, the Seller shall be entitled to have the Marine Fuels supplied by a third-party supplier.

(h) In the event that the Seller elects to terminate the Contract in accordance wit sub-clause 5(b) or sub-clause 5(C), or the Buyer or the Vessel fails to take delivery of the Marine Fuels or any part thereof at the nominated time and port or place of delivery,

  • (i) the Buyer shall be liable for any losses suffered and liabilities incurred by the Seller, including but not limited to barge costs, re-storing of Marine Fuels and, also in Seller’s sole option, any difference between the contract price of the undelivered Marine Fuels and the market price at the time when they ought to have been accepted or at the time of the Buyer’s or the Vessel’s refusal to accept, and
  • (ii) the Seller shall be entitled to claim for liquidated damages of USD 600 without the need to provide any proof of loss.

6 Payment

(a) The Price stated in the Sales Order Confirmation is for the Marine Fuels only and the Buyer shall pay all additional charges associated with the delivery, including but not limited to: wharfage, barging and other similar charges; mooring charges and port dues; overtime charges if delivery takes place outside of regular working days and hours; and duties, taxes, charges, or other costs levied upon the Buyer.

(b) Payment for the Marine Fuels shall be made by the Buyer within thirty (30) days after delivery of the Marine Fuels onboard without set-off, counterclaim, deduction and/or discount, and free

(c) Any delay in payment by one Party shall entitle the other Party to interest at the rate of one (1) per cent per month of any part thereof.

7 Risk and Title

(a) Risk in the Marine Fuels shall pass to the Buyer once the Marine Fuels have passed the Vessel’s flange/manifold, or in the case of delivery ex-wharf, the shore tank’s flange.

(b) Title to the Marine Fuels shall pass to the Buyer upon payment for the value of the Marine Fuels delivered, pursuant to Clause 6 hereof. Until such time as payment is made, on behalf of itself and the Vessel, the Buyer agrees that it is in possession of the Marine Fuels solely as Bailee for the Seller. If, prior to payment, the Seller's Marine Fuels are commingled with other marine fuels on board the Vessel, title to the Marine Fuels shall remain with the Seller corresponding to the quantity of the Marine Fuels delivered.

8 Termination

(a) Without prejudice to accrued rights hereunder, either Party hereto shall be entitled to terminate the Contract in the event of:

  • (i) any application being made or any proceedings being commenced, or any order or judgment being given by any court, for
    • (1) the winding up, dissolution, liquidation or bankruptcy of either Party (otherwise than for the purpose reconstruction or amalgamation) or if a receivor administrator is appointed, or if it suspends payment ceases to carry on business or makes any special arrangement or composition with its creditors; or
    • (2) the appointment of a receiver, liquidator, trustee, administrator, administrative receiver or similar functionary of the other Party of all or a substantial part of its assets (otherwise than for the purpose of reconstruction or amalgamation); or
  • (ii) any act being done or event occurring which, under the applicable law thereof, has a substantially similar effect to any of the said acts or events described above; or
  • (iii) either Party is in breach of any material term of the Contract.

(b) The Seller is entitled to immediately suspend or terminate any on-going Marine Fuels delivery operations if, in the sole discretion of the Seller, there is a threat to the safety of the Seller or the Buyer (or their representatives) and their property, including but not limited to, adverse weather or marine conditions. Each party shall bear their own respective losses (if any) arising from such suspension or termination of the delivery operations.

(c) In the event that the Buyer has overdue payments under the Contract (or any other contract between the Buyer and the Seller) on the delivery date, the Seller is entitled to terminate or suspend performance of the Contract.

9 Claims

(a) Any claims as to quality, quantity or description of the Marine Fpresented by the Buyer in writing within fourteen (14) days from the date of delivery, failing which such claims shall be deemed to be waived and barred.

(b) The Seller shall only be liable for any direct loss, damage or claim arising out of his failure to perform its obligations under this Contract and the Seller shall not be liable for any indirect, special, punitive, incidental or consequential loss, damages or expenses.

10 Indemnity

(a) The Buyer shall defend, indemnify and hold the Seller harmless with respect to any and all liabilities, losses, claims, expenses or damages that the Seller may suffer or incur by reason of, or in any way connected with the fault or default of the Buyer or its agent, servants or sub-contractors or as a direct result of the Seller’s compliance with directions or instructions given by the Buyer.

(b) Notwithstanding any other provision in these General Terms and Conditions, the liability of either Party whatsoever or howsoever caused, shall (exclusive of interest and legal and enforcement costs) not exceed the invoice value of the Marine Fuels.

11 Force Majure

(a) Neither party shall be responsible for any loss, damage, delay or failure in performance of this Contract caused by any force majeure events including but not limited to act of God, fire, explosion, flood, storm, riots, strike, stoppage, lock-out, wars or warlike operations, terrorism, acts of authorities, governmental intervention, failure or cessation of the Seller’s sources of supply, or any other event which cannot be avoided by exercise of due diligence.

(b) If a force majeure event continues for a continuous period of more than ten (10) days, unless otherwise agreed, each of the Parties may terminate this Contract by a written notice to the other. Such termination shall not give rise to any liability, compensation or indemnity of any kind.

12 Pollution

(a) In the event of any spillage/leakage (which for the purpose of this Clauseshallmean any leakage, escape, spillage of overflow of the Marine Fuels) causingorlikely to cause pollution occurring at any stage of the bunkering operation, theBuyer and the Seller shall jointly, and regardless as to whether the Buyer ortheSeller is responsible, immediately take such actions as are reasonablynecessaryto effect clean up and which shall always be conducted in accordance withsuchlocal laws and regulations which may compulsorily apply.

(b) Each Party hereby guarantees payment of and/or agrees to indemnifyandholdthe other Party harmless for any claims, losses, damages, expenses, penaltiesorother liabilities incurred (including but not limited to those incurredunderanystate, national or international oil pollution legislation), as a result ofanyspillage arising out of or in connection with the performance of theContractwhere such spillage/leakage is caused or contributed to by that Party. Totheextent that such spillage/leakage is caused or contributed to by anyfault onthepart of both Parties, each Party shall indemnify the other Party for its respective degree of fault.

13 Drugs and Alcohol Policy

(a) Each Party shall enforce a company drug and alcohol policy on boardtheVesseland the Bunker Tanker and, in the case of the Seller, also in their facilities.

(b) Such company drug and alcohol policies shall meet or exceed the standardsinthe International Convention on Standards of Training, CertificationandWatchkeeping for Seafarers, 1978 (or any amendments in force).

(c) The Buyer’s personnel shall comply with the Seller’s policy intheSeller’sfacilities or on board the Bunker Tanker and the Seller’s personnel shall complywith the Buyer’s policy when on board the Vessel.

(d) Both Parties acknowledge and agree that the selling, possession, distribution, use or being under the influence of alcohol or any controlled substanceordangerous drugs other than those medically prescribed is prohibited.

14 Assignment

Neither Party shall assign any of their rights under the Contract without thepriorwritten consent of the other Party, and such consent not to be unreasonablywithheld or delayed.

15 Operation terms during COVID-19 Pandemic Period

(a) “Affected Area” refers to any port or place where there is a risk of exposuretothe Vessel crew or other persons on board to covid-19 and/or to a risk of quarantine or other restrictions being imposed in connection with covid-19.

(b) When the place of delivery is in an Affected Area, or the Vessel has beentoaport in an Affected Area in the past 30 days, this clause shall apply. Intheeventof any conflict between the foregoing clauses and this clause, this clauseshalltake priority.

(c) Preparation for epidemic/pandemic prevention before operation: The SellerandBuyer shall ensure that they and their representatives, agents, sub-contractorsorservants (including but not limited to the Vessel’s and Bunker Tanker’s crew)

  • (i) comply with all COVID-19 related laws and regulations at theportof delivery and fully cooperate with the local authorities;
  • (ii) report the health status of the crew onboard the Vessel andBunker Tanker to the authorities as may be required the laws andregulations at the port of delivery;
  • (iii) exchange the health status of the crew onboard betweentheVessel and Bunker Tanker prior to the commencement of delivery;
  • (iv) supply the Vessel’s and Bunker Tanker’s crewwith necessarypersonal protective equipment (“PPE”), including masks, gloves, gogglesand protective clothing minimally;

(d) Case-free operation: If the health status prior to the commencement of deliveryindicate that none of the Vessel’s crew and the Bunker Tanker’s crewareinfected with COVID-19, this clause shall apply.

  • (i) Both parties shall adopt a "contactless supply" mode, that is, the Bunker Tanker’s crew shall not board the Vessel, and the Vessel’s crew shall not board the Bunker Tanker.
  • (ii) The Bunker Tanker’s and the Vessel’s representatives shallestablish a stable and efficient communication, confirmthe operationmodeof Marine Fuel supply, and ensure the smooth communication inbetweenduring the whole operation.
  • (iii) The Vessel shall and is entitled to independently completethefollowing steps: safety inspection before operation, taking over anddismantling the pipe, arranging the crew to monitor the whole operationbeside the connection point between themanifold and flange, inspecting the operation pipeline. Each step of workshall bedocumented and recorded using videos and/or photos as appropriate.
  • (iv) the Bunker Tanker shall and is entitled to independentlycomplete the following steps: safety inspection before operation, measurement before and after pumping, quantities calculation, samplingaccording to clause 4 from the Bunker Tanker outlet manifoldandarranging the crew to monitor the whole process of oil supply operation. Each step of work shall be documented and recorded using videos and/orphotos as appropriate.
  • (v) In the event that the "contactless supply" mode is not possibleand/or practical, the Vessel’s crew (including any bunker surveyor) ispermitted to board the Bunker Tanker and the Bunker Tanker’s crew(including any bunker surveyor) is permitted to board the Vessel, providedthat:
      (1) the number of crew boarding another vessel (“boardingpersonnel”) shall be strictly controlled and limited to the minimum number necessary;
    • (2) the boarding personnel shall comply withtheepidemic/pandemic prevention policies of both Vessels and towear PPE at all times;
    • (3) the boarding personnel shall avoid entering the livingareaofthe other Vessel as far as possible and to complete relevant workonthedeck; the other party shall cooperate and to provide necessary assistance;
    • (4) the boarding personnel should performtheir workexpeditiously and maintain a safe distance of at least 1 meter fromothers.

(e) Operation after suspected/confirmed case(s) detected: If the healthstatuspriorto the commencement of delivery indicate that any of the Vessel’s crewissuspected/confirmed to be infected with COVID-19, all operations shall besuspended immediately until the completion of following steps:

  • (i) All suspected/confirmed cases have been transferred toshoreforquarantine;
  • (ii) Total disinfection and ventilation of the Vessel;
  • (iii) The operation is approved by the local authorities.

In the event that the operation resumes, clause 15(d) shall apply.

(f) In the event that the health status prior to the commencement of deliveryindicates that any of the Vessel’s crew is suspected/confirmed tobeinfected with COVID-19, such circumstance shall be deemed as a Force Majeure, andeither party shall reserve the right to immediately suspend or terminatetheperformance of the Contract.

16 Entire Agreement and Priority of Terms

(a) The written terms of the Contract comprise the entire agreement betweentheBuyer and the Seller in relation to the sale and purchase of the MarineFuelsand supersede all previous agreements whether oral or written betweentheParties in relation thereto. No amendments to this Contract may be madeunlessagreed by both Parties in writing.

(b) The Contract shall be deemed to have commenced effective fromthetimetheSeller provides to the buyer (or its agent, broker, or designated representative)notice of confirmation.

(c) In the event of a conflict between any of the provisions of these General Termsand Conditions and the Sales Order Confirmation, the provisions of SalesOrderConfirmation shall prevail over the provisions of these Terms and Conditions.

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