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Mauritius

Terms and conditions whereunder Vivo Energy (“VE”), agrees to sell and deliver Marine Fuels and Marine Lubricants.

Unless otherwise agreed in writing between VE and the Buyer, these terms and conditions, as amended from time to time, which supersede any earlier terms and conditions issued by VE, shall override any terms and conditions stipulated, incorporated or referred to by the Buyer whether in its order, stamping of documentation or elsewhere.

  1. Definitions
  2. Unless the context otherwise demands:

    "Bunkering Commitment" means the contract of sale on the terms hereof between the Buyer and the Seller for the delivery in question.

    "Buyer" means the party requesting VE to sell and deliver to it or to any other party nominated by it, Marine Fuels and/or Marine Lubricants, together with the Vessel, her master, owners, operators, charterers and any party benefitting from consuming the bunkers, and any party ordering the bunkers, all of whom shall be jointly and severally liable.

    “Commitment” means a Bunkering Commitment or any other commitment governed by these terms and conditions.

    "Delivery Port" means the port or place at which Marine Fuels and/or Marine Lubricants are delivered under a Commitment,

    i.e. port of the specified country.

    "Equipment" means the Buyer’s equipment at the Delivery Port. "Marine Fuels" means any of marine fuel oil and gas oil.

    "Marine Lubricants" means any of the products described in the VE Lubricants Price List.

    "Pre-delivery Check List" means the check list prepared by VE (based on the the Ship Shore Safety Check List set out in the the International Safety Guide for Oil Tankers and Terminals published by ICS, OCIMF and IAPH from time to time) and signed by or on behalf of VE and the Buyer to confirm agreement on the conditions and procedures under which physical delivery of the Marine Fuels shall take place.

    "Seller" or “VE” means the party selling and delivering Marine Fuels and Marine Lubricants to the Buyer from time to time, (being the subsidiary of Vivo Energy Investments BV which is supplying such products to the Buyer) and the Seller shall be deemed a person providing necessaries to a vessel on order of the owner or person authorized by the owner.

     

  3. Nominations (for Marine Fuels)
    1. The Buyer may request a price quotation from VE or its designated representative specifying grades, estimated quantities and estimated date of arrival of the relevant vessel at the Delivery Port. VE shall provide a quote valid for a delivery which is within 5% more or less of the agreed volume and for a 3 day loading range being 36 hours on either side of 12:00 p.m. on the estimated date of arrival. The provision of the quote by the Seller under this sub- section, and its acceptance by the Buyer, shall constitute a Bunkering Commitment and, upon such acceptance, the Buyer shall be obligated to buy and lift and the Seller shall be obligated to sell and deliver of the agreed volume, at the quoted price on these terms and conditions within such 3 day loading range. The order for Marine Fuels 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 the Buyer but the absence of such confirmation shall not avoid the agreement of sale.
    2. The Buyer shall ensure that either the Master of the vessel which requires delivery of Marine Fuels or the accredited representative of the Buyer at the Delivery Port, gives not less than two local working days notice to the Seller of the estimated time of such vessel's readiness to receive such Marine Fuels, identifying the Buyer and specifying the grades and actual quantities of Marine Fuels and the method of delivery required.
    3. If the vessel has not arrived at the Delivery Port within the agreed loading range as notified in section 2.1 above, the Buyer shall be deemed to be in breach of the Commitment and the Seller shall be entitled to cancel the Confirmation and the Buyer shall, in addition to any liability under these terms and conditions, be liable to the Seller for any loss that the Seller has incurred. If the vessel arrives earlier than the agreed loading range, the Seller shall exercise reasonable efforts to supply the vessel upon request but shall not be bound to do so until the commencement of the 3 day loading range. If the Seller agrees to deliver outside the agreed loading range the Seller shall be entitled to amend its quoted price to take account of prevailing market prices.
    4. The quantity of any grade of Marine Fuels to be delivered shall not exceed the quantity of that grade nominated pursuant to section 2.1 above by more than 5% unless the prior written consent of the Seller has been obtained by the Buyer or its accredited representative.
  4. Price
    1. Except as otherwise agreed between VE and the Buyer the price to be paid for Marine Fuel delivered hereunder shall be the price agreed pursuant to section 2.1 above. The price to be paid for Marine Lubricants shall be the price shown in the Price List valid on the date the Seller accepts a nomination from the Buyer. This price is valid for no longer than ten (10) days after a nomination is received unless specified otherwise. In the event that delivery takes place after this ten (10) day period, the price may be revised by VE.
    2. The prices for Marine Fuel applicable to the commencement of delivery under a Commitment shall remain effective until the completion of delivery under that Commitment.
    3. The Buyer shall be liable for all costs, expenses and/or charges incurred by VE on account of the Buyer's failure, breach and/or non-compliance with its obligations under any agreed nomination as set out in section 2 above.
  5. Charges
    In addition to the prices payable for Marine Fuels and Marine Lubricants, the Buyer shall pay the following charges:
    • Any expenses incurred as a result of the Master of the vessel rejecting the whole or any part of the delivery under a Commitment.
    • Any mooring or unmooring charges or port dues which may be incurred by the Seller in connection with any vessel to which Marine Fuels are delivered hereunder.
    • Any duties, taxes (other than taxes on profits), impositions, charges, freights, premiums, or other costs incurred by the Seller, or for which the Seller is accountable, in respect of deliveries of Marine Fuels under a Commitment.
    • If the Seller (not having duty-free stocks available, and the Buyer first having been advised that this is the case) delivers to the Buyer from duty paid stocks, the amount of such duty.
    • Any additional costs incurred by the Seller in respect of deliveries made under a Commitment including payments for overtime.
    • All charges listed in the Marine Lubricants Price List, including those for delivery ex-lighter / barge and packed deliveries.
  6. Invoices
    1. VE shall invoice the Buyer in Local Currency (LC) or US dollars (USD) at its sole discretion.
  7. Payment
    1. The Buyer shall pay all money owed under a Commitment to VE in the manner set out herein.
    2. Payment by the Buyer shall be due in LC or in USD according to VE’s invoices, and without any discount, withholding, offset or allowance and shall be made by the due date stated on the relevant invoice free of bank charges. VE reserves the right to charge interest and delivery costs on any amounts not paid by such date at the higher of 2% per month and the maximum rate allowable under applicable law.
    3. Unless otherwise agreed between VE and the Buyer, all payments hereunder shall be due as per agreed terms. Payment shall be made by telegraphic transfer.
    4. Seller shall send a scanned invoice and afterwards send by post a hard copy of the invoice and the bunker receipt. Additional delivery documents may be provided to the Buyer if requested, but payment shall not be conditional upon the Buyer’s receipt of such documents.
    5. In case VE has recourse to an Attorney at Law to recover any sums due by the Buyer, the Attorney’s commission, amounting to 10% of all sums due plus VAT thereon, shall be reimbursed to VE by the Buyer. The Attorney’s commission shall be reimbursed by the Buyer even if a simple letter of demand is sent by such Attorney.
    6. Payment by the Buyer to the Seller shall satisfy sums owed to the Seller in the following order: (1) recoverable legal and enforcement costs; (2) interest; and (3) invoices from oldest to newest.
  8. Credit
    1. If Marine Fuels or Marine Lubricants are supplied or to be supplied under a Commitment on credit and if the financial condition of the Buyer becomes in the opinion of VE impaired or unsatisfactory, VE may demand that payment be made at any time before the date due for payment whether before or after delivery of the Marine Fuels or may demand the giving of such security as it may specify.
    2. Marine Fuels and Marine Lubricants are supplied under a Commitment on the faith and credit of the vessel to which they are supplied as well as on the faith and credit of the Buyer. The Seller shall not be bound by any attempt by any person to restrict, limit or prohibit its lien or liens attaching to a vessel.
    3. If at any time the Buyer has exceeded any credit limit as set by VE, VE shall, in addition to any other remedy, be entitled to suspend deliveries as of right, under (in so far as they have not already taken place) or terminate as of right, without having any judicial or extra-judicial formality to fulfil, the Commitment concerned. If at any time the Buyer has failed to make any payment or give any security required (whether in terms of this section or not), the Seller shall, in addition to any other remedy, be entitled to suspend deliveries as of right under (in so far as they have not already taken place) or terminate as of right, without having any judicial or extra-judicial formality to fulfil, the Commitment concerned and to assert all their rights against the vessel. VE may also procure that any other Commitment between the Buyer and the Seller be suspended or terminated as of right, without VE having to fulfil any judicial or extra- judicial formality. In the event of such suspension or termination the Buyer shall have no recourse against VE.
  9. Delivery and Health and Safety and Environmental Requirements
    1. Where such option is available at the Delivery Port, deliveries hereunder shall be made ex-wharf or ex-lighter in accordance with instructions given by the Buyer or its accredited representative or the Master of the vessel if agreed before commencement of delivery by the Seller.
    2. Delivery shall be made during the Seller’s normal working hours unless required at other times and permitted by port regulations, in which event the Buyer shall reimburse VE for all additional expenses incurred by VE.
    3. The vessel will be bunkered as promptly as circumstances permit, but the Seller shall not be liable for any loss, expense, damage, delay or demurrage whatsoever which may be suffered by the Buyer as a result of any delay arising from congestion affecting the Seller's facilities, howsoever caused.
    4. In any case where delivery is ex-lighter, the Buyer shall provide free of cost to the Seller a clear and safe berth for the lighter(s) alongside the vessel's receiving lines and the assistance of qualified staff to secure the lighter(s) moorings. The receiving vessel should provide a safe access to the lighter. This safe access means the use of the accommodation ladder. If the position of the lighter does not fit with the position of the accommodation ladder a pilot ladder should be rigged up. The receiving vessel is responsible for a safe access to and from the lighter. Vessels, including tankers, will be bunkered in turn as promptly as circumstances permit but the Seller shall not be liable for demurrage or for any loss, expense, damage or delay due to congestion at the terminal or to prior commitments of available barge, or when in the Seller’s opinion clear and safe berth or the assistance of qualified staff to secure moorings is unavailable.
      • The Seller shall not be required to deliver into any of the vessel's tanks Marine Fuels for the export of which a Government permit is required and has not been obtained by the Buyer or the Buyer's accredited representative.
      • Unless otherwise agreed the Buyer shall not be entitled to receive Marine Fuels other than into tanks usually used as the fuel bunkers of the vessel to which the delivery is to be made.
    5. If in the course of any delivery under a Commitment there is any escape or spillage of Marine Fuels:
      • The Buyer agrees that, if a Pollution Event occurs before, during or after delivery of the Marine Fuels, the Buyer shall promptly take all action reasonably necessary to remove the spillage and mitigate its effect. If the Buyer fails to promptly take such action the Seller may at its sole discretion take reasonable steps to control and terminate the Pollution Event, contain and remove the escaped Marine Fuels and clean the affected area. The Buyer must afford the Seller its reasonable co-operation in implementing steps under this section. The Buyer shall indemnify the Seller against all liability, costs and expenses (including but not limited to those incurred by the Seller in accordance with the provisions of this sub-clause 8.6(a)) arising from any Pollution Event except to the extent that such Pollution Event has been caused or contributed to by the negligence of the Seller or failure of or defect in the Seller’s equipment. In this section 8.6(a), "Pollution Event" means any occurrence of any leakage, escape, spillage or overflow of the Marine Fuels/Marine Lubricant onto or into land or water causing or likely to cause pollution occurring at any stage of the bunkering operation.
      • The Buyer shall supply the Seller with any documents and information concerning the Pollution Event or any programme for the prevention thereof as are requested by the Seller or are required by law or regulations applicable at the Delivery Port.
    6. The Buyer shall be fully responsible for the proper use, maintenance, and repair of the Equipment. The Buyer will immediately inform VE of any defects, ruptures, spills, or other problems with or related to the Equipment which occurs during the delivery process.
    7. The Buyer will provide ready and safe means of access to the Equipment for delivery of the Marine Fuels at the Delivery Port and shall not obstruct access to the Equipment for delivery. Delivery will not commence until such time as the Pre-delivery Check List has been jointly and satisfactorily completed and signed by or on behalf of both the Seller and the Buyer.
    8. VE and the Buyer represent to each other that they are in compliance with all applicable laws and government regulations with respect to the environment and that they have policies of environmental responsibility in place concerning their respective Marine Fuels processes.
  10. Documents
  11. On completion of the delivery of Marine Fuels to a vessel under a Commitment, the Master of the vessel or the Buyer's accredited representative shall give the Seller a signed receipt in a form required by the Seller of which a copy shall be retained by the Master or such representative.

  12. Risk and Title
    1. Risk in the Marine Fuels shall pass to the Buyers once the Marine Fuels/Marine Lubricants have passed the Seller's flange connected to the Vessel's bunker manifold.
    2. Title to the Marine Fuels/Marine Lubricants shall pass to the Buyers upon receipt of payment for the value of the Marine Fuels/Marine Lubricants delivered and any and all other amounts and debts howsoever arising owed by the Buyer to the Seller. Until such time as payment is made, on behalf of themselves and the Vessel, the Buyers agree that they are in possession of the Marine Fuels/Marine Lubricants solely as bailee for the Seller, and the Seller has a lien over the Marine Fuels/Marine Lubricants and against the Vessel for the amounts owed. If, prior to payment, the Seller's Marine Fuels/Marine Lubricants are commingled with other marine fuels/lubricants on board the Vessel, title to the Marine Fuels/Marine Lubricants shall remain with the Seller corresponding to the quantity of the Marine Fuels/Marine Lubricants delivered. The above is without prejudice to such other rights as the Seller may have under the laws of the governing jurisdiction against the Buyers or the Vessel in the event of non-payment.
    3. The responsibility for connecting the delivery facilities provided by the Seller to the receiving facilities provided by the Buyer shall be in accordance with the custom of the Delivery Port.
  13. Quality
  14. The Marine Fuels to be supplied hereunder shall conform to ISO 8217/2010 for the relevant grade or product being delivered unless otherwise agreed between Seller and Buyer. This section constitutes the whole of the Seller’s obligations with respect to the quality of the Marine Fuels to be supplied and (save to the extent that exclusion thereof is not permitted or is ineffective by operation of law) all statutory or other conditions and/or warranties, express or implied, with respect to the description or quality of the Marine Fuel or its fitness for any purpose are hereby excluded.

  15. Measurement and Samples/Quantity and Quality Claims
    1. The Seller shall measure quantity and take samples of the Marine Fuels delivered. The quantities of Marine Fuels delivered shall be measured and calculated in accordance with the ASTM - IP Petroleum Measurement Tables or the methods of any other recognised standards authority at the discretion of the Seller.
    2. Absent manifest error the Seller's weights and measurements shall be presumed to correctly reflect the quantities delivered. However, without prejudice to such presumption the Buyer or Buyer's accredited representative shall be at liberty to witness and check such weights and measurements.
    3. The Seller shall take one primary sample of each grade of Marine Fuels delivered from which four representative samples shall be taken by the Seller in accordance with its normal sampling procedure at the port in question. The Buyer or Buyer's accredited representative shall be at liberty to witness the sampling. Three of these samples are taken for quality purposes (“quality samples”). The fourth sample is known as the MARPOL Control Sample. One sealed quality sample and the MARPOL Control Sample shall be handed to the Master of the vessel receiving the Marine Fuels and the other two quality samples retained by the Seller for a 30 day period or the minimum period allowable under applicable law, whichever is the longer, from the date of delivery in a safe place where they will not deteriorate. At the end of the said period the remaining quality samples may be discarded unless the Buyer has made a complaint or claim under section 12.4 within the said period, in which case one of the samples shall be retained by the Seller for its own use and the other sample shall be retained by the Seller for analysis by the expert referred to in section 12.5.
    4. Any complaint or claim on the part of the Buyer with regard to the quality or quantity of the Marine Fuels delivered under a Commitment must be notified to VE as soon as possible and in any event within 30 days after the date of the commencement of delivery in default of which the Buyer shall be deemed to have waived all complaints or claims in relation to the quality or quantity of the Marine Fuels so delivered.
    5. Any dispute as to quantity or quality of Marine Fuels delivered under a Commitment shall, save for in instances of manifest error or fraud, be determined finally and conclusively by an expert appointed jointly by the Buyer and the Seller or, in default of such agreement, an expert appointed by the President of the LMAA.
  16. Restrictions
  17. To the extent that Marine Fuel is sold or to be sold to the Buyer on a duty or tax exempt basis, Buyer shall comply with all local requirements and shall execute all such documents necessary to permit the sale on such basis, including any declarations on use of the Marine Fuel. To the extent that a claim is made by any authorities against the Seller on the basis that such Marine Fuel was liable for duty or taxes and such claim arose partly or wholly due to the action, omission or fault of the Buyer (including any use of Marine Fuel in domestic waters), then the Buyer shall indemnify Seller against any claims, losses, costs (including costs as between Attorney or Solicitor and Client), damages, liabilities, fines, penalties and expenses attributable to such action, omission or fault of the Buyer.

  18. Exceptions
    1. Neither the Seller nor the Buyer shall be responsible for any failure to fulfil their respective obligations under any Commitment (other than the payment of money) if fulfilment has been delayed, hindered, interfered with, curtailed or prevented,
      • by any circumstance whatsoever which is not within the control of the Seller or of the Buyer as the case may be; or
      • by any curtailment, failure or cessation of supplies of Marine Fuels from any of the Seller’s sources of supply (whether in fact sources of supply for the purposes of any Commitment or not) provided that such curtailment, failure or cessation is related to a circumstance which is outside the control of the Seller; or
      • by any compliance with any law, regulation or ordinance, or with any order, demand or request of any international, national, port, transportation, local or other authority or agency or of any body or person purporting to be or to act for such authority or agency or any corporation directly or indirectly controlled by any of them,
      any such event or circumstance being an “Event of Force Majeure” for the purposes of these terms and conditions.
    2. The performance of any obligation, whether arising out of any contract, arrangement or otherwise, by which any authority, agency, body or person is entitled to require and does require any Marine Fuels by way of royalty in kind shall be deemed to constitute a compliance with an order or request as provided in section 14.1(c).
    3. If by reason of any of the causes referred to in section 14.1 above, either the availability from any of the Seller’s sources of supply of Marine Fuels, whether deliverable under any Commitment or not, or the normal means of transport of such Marine Fuels is delayed, hindered, interfered with, curtailed or prevented, then VE shall be at liberty to withhold, reduce or suspend deliveries under any Commitment to such extent as the Seller may in its absolute discretion think fit and the Seller shall not be bound to acquire by purchase or otherwise additional quantities from other suppliers. Any additional quantities which the Seller does acquire from other suppliers or from alternative sources may be used by the Seller at its complete discretion and need not be taken into account by the Seller for the purpose of determining the extent to which it is to withhold, reduce or suspend deliveries under any Commitment. The Buyer shall be free to purchase from other suppliers any deficiencies of deliveries of Marine Fuel caused by the operation of this section but VE shall not be responsible for any additional cost thereby incurred by the Buyer.
    4. The Seller reserves the right to increase the price charged for any Marine Fuel (whether the price was originally determined by reference to the Seller’s prices or separately agreed in writing) if there is any increase in the costs incurred or to be incurred by the Seller in making the relevant supply due to factors which are beyond the control of the Seller. These factors include without limitation any increased taxes, duties, the making of any law, order, bye-law or other regulation, the occurrence of any currency fluctuation affecting the cost of any imported items.
    5. No curtailment or suspension of deliveries, or acceptance of deliveries, pursuant hereto shall operate to extend the term of any Commitment or to terminate any Commitment, unless such curtailment or suspension lasts for a continuous period of 30 days, in which case either party shall be entitled to terminate any Commitment forthwith on written notice to the other party. Neither the Buyer nor the Seller shall be liable for any damage, loss, expense, claim or costs incurred by the other party as a result of such termination. Such termination shall be without prejudice to any right, obligation or liability which has accrued prior to the effective date of such termination. Shipments of Marine Fuels or any portion thereof, the delivery or acceptance of which has been prevented by any of the causes referred to in section 14.1, shall be deducted from the amount required to be delivered and received hereunder unless otherwise agreed. Performance under any Commitment shall resume to the extent made possible by the end or amelioration of the cause(s) referred to in section 14.1.
  19. Indemnity/Liability
    1. The Buyer will indemnify VE against any claims, losses, costs (including costs as between Attorney or Solicitor and Client), damages, liabilities, fines, penalties and expenses incurred or sustained arising out of or in connection with any Commitment except to the extent that such claims, losses, costs, damages, liabilities and expenses arise through the negligent act or omission of the Seller.
    2. VE shall not have any liability to the Buyer under nor in connection with any Commitment for:
      • loss of actual or anticipated profit;
      • losses caused by business interruption;
      • loss of goodwill or reputation; or
      • any indirect, special or consequential cost, expense, loss or damage, even if such cost, expense, loss or damage was reasonably foreseeable or might reasonably have been contemplated by the Seller and whether arising from breach of contract, tort, negligence, breach of statutory duty or otherwise.
    3. Without prejudice to the above provisions, the Seller’s maximum aggregate liability to the Buyer under or in connection with any delivery howsoever arising shall not exceed in aggregate the price payable by the Buyer for such delivery.
  20. Agents
  21. If the Commitment is made by an agent acting for or on behalf of the Buyer, whether such agency is disclosed or undisclosed, then such agent shall be liable (as well as the Buyer) not only as agent but also as principal for the performance of all the obligations of the Buyer.

  22. Governing Law and Jurisdiction
  23. This contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

    The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

    The reference shall be to a sole arbitrator. If within 14 days of one party calling for arbitration the parties have not agreed a sole arbitrator, either party may apply in writing for the appointment of a sole arbitrator by the President of the LMAA. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement and the arbitrator's award shall not be subject to appeal.

    Notwithstanding the above, the seller shall be entitled to assert a lien wherever it finds the Vessel, and the law of the United States of America shall apply to determine the existence of any maritime lien, regardless of the court in which proceedings are instituted.

  24. Notices
    1. Except where expressly stated otherwise, a notice, demand, request, statement, or other communication under or in connection with a Commitment shall only be effective if it is in writing. Faxes and e-mail are permitted provided however that any notice of breach sent by e-mail must be followed by a fax or letter.
    2. Notices, demands, requests, statements, or other communications under or in connection with a Commitment shall be sent to a party at the addresses or numbers specified from time to time by the party to whom the notice is addressed.
    3. Any notice given under or in connection with a Commitment shall be effective only upon actual receipt at the address specified as per section 18.2.
    4. Any notice given under or in connection with a Commitment outside working hours in the place to which it is addressed shall be deemed not to have been given until the start of the next period of working hours in such place.
    5. No notice given under or in connection with a Commitment may be withdrawn or revoked except by notice given in accordance with this section.
    6. Where a Commitment is made by an agent acting for the Buyer then notice may be given either to the agent or to the Buyer at the option of VE.
  25. Amendments & Variations
  26. These terms and conditions may not be amended or modified orally and no amendment or modification shall be effective unless it is in writing and signed by authorised representatives of each of VE and the Buyer. The Seller shall not be bound by any attempt by any person to restrict, limit or prohibit its lien or liens attaching to a vessel. “No-Lien” stamps or the use of any wording similar in nature and/or meaning on any document including but not limited to bunker delivery receipt(s) whether used by the Buyer or any third party shall be invalid and have no legal effect, and shall in no way prejudice any right of lien the Seller may have against the Buyer over the Marine Fuels and/or Marine Lubricants and/or Vessel.

  27. Termination
    1. Either party may terminate these terms and conditions for any reason by giving not less than 90 days prior written notice to the other party.
    2. On termination of any Commitment all sums owed to VE shall become immediately due and payable.
    3. Without prejudice to accrued rights hereunder, either Party hereto shall be entitled to terminate this Contract in the event of:
      • any application being made or any proceedings being commenced, or any order or judgment being given by any court, for
        • the winding up, dissolution, liquidation or bankruptcy of either Party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver or administrator is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors; or
        • 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 a reconstruction or amalgamation); or
      • 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 in 20.3(a); or
      • either Party is in breach of the provisions of Clause 22 (Sanctions Compliance Clause) or 23 (Anti-Corruption Clause);
  28. Confidentiality
    1. Neither the Seller or the Buyer shall disclose to third parties any confidential information relating to pre-contractual discussions and/or the terms and conditions of a Commitment, except with the prior written consent of the other party, or to the extent required by law, or by a request of a government or its agency thereof.
    2. The Seller and Buyer shall take reasonable precautions to ensure that no unauthorised disclosure of confidential information takes place.
    3. If the Seller or the Buyer is uncertain as to whether information is confidential, the Seller or the Buyer (as the case may be) shall consult with the other party.
    4. Should the Seller or the Buyer be required by law to disclose confidential information, the disclosing party will notify the other party and shall disclose only the minimum confidential information required to satisfy legal requirements.
    5. Information is not confidential for the purposes of this Clause if it was in the possession of the Seller or the Buyer prior to receipt from the other party; becomes publicly available other than as a result of a breach of any Commitment by one of the parties; or is lawfully received from a third party.
    6. This Clause shall survive termination of any Commitment.
  29. Sanctions Compliance Clause
    1. In any Commitment the following provisions shall apply where any sanction, prohibition or restriction is imposed on any specified persons, entities or bodies including the designation of any specified vessels or fleets under United Nations Resolutions or trade or economic sanctions, laws or regulations of the European Union or the United States of America.
    2. The Buyers and the Sellers each warrant that at the date of entering into any Commitment and continuing until delivery of the Marine Fuels/Marine Lubricants and payment by the Buyers to the Sellers in full:
      • neither Party is subject to any of the sanctions, prohibitions, restrictions or designation referred to in sub- clause (22.1) which prohibit or render unlawful any performance under any Commitment;
      • neither Party is acting as agent, trustee or nominee of any person with whom transactions are prohibited or restricted under sub-clause 22.1;
      • the Buyers further warrant that the vessel receiving the Marine Fuels/Marine Lubricants is not a designated vessel and is not owned or controlled by any person or entity or will not be chartered to any entity or transport any cargo contrary to the restrictions or prohibitions in sub-clause 22.1 above.
      • the Sellers further warrant that the Marine Fuels/Marine Lubricants are not of an origin or have been exported as a product from a place that is subject to any of the sanctions, prohibitions, restrictions or designation referred to in sub-clause 22.1 above.
    3. If at any time during the performance of any Commitment either Party becomes aware that the other Party is in breach of warranty as aforesaid, the Party not in breach shall comply with the laws and regulations of any Government to which that Party or the vessel is subject and follow any orders or directions which may be given by any regulatory or administrative body, acting with powers to compel compliance. In the absence of any such orders, directions, laws or regulations, the Party not in breach may terminate the Commitment forthwith.
    4. Notwithstanding anything to the contrary in this Clause, Buyers and Sellers shall not be required to do anything which constitutes a violation of the laws and regulations of any State to which either of them is subject.
    5. The Buyers and the Sellers shall be liable to indemnify the other Party against any and all claims, including return of any payment, losses, damage, costs and fines whatsoever suffered by the other Party resulting from any breach of warranty as aforesaid and in accordance with any Commitment.
  30. Anti-Corruption Clause
    1. The parties agree that in connection with the performance of any Commitment they shall each:
      • comply at all times with all applicable anti-corruption legislation and have procedures in place that are, to the best of its knowledge and belief, designed to prevent the commission of any offence under such legislation by any member of its organisation or by any person providing services for it or on its behalf; and
      • make and keep books, records, and accounts which in reasonable detail accurately and fairly reflect the transactions in connection with any Commitment.
    2. If a demand for payment, goods or any other thing of value (“Demand”) is made to either Party by any official, any contractor or sub-contractor engaged by or acting on behalf of either Party or any other person not employed by either Party and it appears that meeting such Demand would breach any applicable anti-corruption legislation, then the Party receiving the Demand shall notify the other Party as soon as practicable and the Parties shall cooperate in taking reasonable steps to resist the Demand.
    3. If either party fails to comply with any applicable anti-corruption legislation it shall defend and indemnify the other party against any fine, penalty, liability, loss or damage and for any related costs (including, without limitation, court costs and legal fees) arising from such breach.
    4. Without prejudice to any of its other rights under any Commitment, either party may terminate a Commitment without incurring any liability to the other party if:
      • at any time the other party or any member of its organisation has committed a breach of any applicable anti-corruption legislation in connection with any Commitment; and
      • such breach causes the non-breaching party to be in breach of any applicable anti-corruption legislation. Any such right to terminate must be exercised without undue delay.
    5. Each Party represents and warrants that in connection with the negotiation of any Commitment neither it nor any member of its organisation has committed any breach of applicable anti-corruption legislation. Breach of this Sub- clause 23.5 shall entitle the other party to terminate a Commitment without incurring any liability to the other.
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