Standard Terms and Conditions for the Sale of Marine Bunker fuels, Lubricants, other products and Delivery
The Buyer’s attention is drawn to the fact that there are clauses in these Standard Terms which exclude or limit the Company’s liability, which requires the Buyer to indemnify the Company in certain circumstances and which limit time.
A. GENERAL INTRODUCTION
A.1 This is a statement of the terms and conditions according to which the RIVER BUNKER AND SUPPLY S.R.O. (Bodza, Slovak Republic) (hereinafter called the Company) will sell Product(s).
A.2 These conditions apply to all offers, quotations, orders, agreements, services and all subsequent contracts of whatever nature, except where otherwise is expressly agreed in writing by the Company.
A.3 General trading conditions of another party will not apply, unless expressly accepted in writing by the Company.
A.4 In the case that, for whatever reason, one or more of the (sub)clauses of these general conditions are invalid, the other (sub)clauses hereof shall remain valid and be binding upon the parties.
A.5 The Buyer shall not assign its rights and obligations in the Agreement without the prior written approval of the Company. The Company may assign the Agreement and shall thereafter give notice to the Buyer.
B.1 In these conditions the following definitions shall apply:
“Agreement” means an agreement between the Seller and the Buyer concluded by the way of exchange of written confirmation messages(including facsimile, telex or e-mail messages). If within 3 days after sending of the confirmation to the Buyer the Seller do not receive from the Buyer any written response (approval or rejecting), the Agreement also should be considered to be concluded (in such case the Seller by its own discretion is entitled to fulfil delivery of the Product or to refuse it). The Agreement shall incorporate these Terms and Conditions. If there is any conflict between the Standard Terms and the Agreement, the terms of the Agreement shall prevail;
“Buyer” means the party requesting the Seller to arrange for the delivery of the Product, and defined as being so in the Agreement, as well as any party acting on behalf thereof, including but not limited to any agent, principal, associate, manager, partner, servant, parent, subsidiary, owner or shareholder thereof and jointly and severally her Master, Owners, Managers, Operators, Disponent Owners, Time Charterers, Bareboat Charterers and Charterers;
“Basis Cost” means the Unit Price of the Product multiplied by the number of units delivered
“Bunkers” and “Marine Bunker Fuel” mean the commercial grades of bunker oils as generally offered to the Seller’s customers for similar use at the time and place of delivery and/or services connected thereto;
“Company” means RIVER BUNKER AND SUPPLY S.R.O. (Bodza, Slovak Republic), represented by its director; it’s servants, agents, assigns, sub-contractors and any and all other persons acting under the Company’s instruction in fulfilment compliance or observance of this Agreement unless the text otherwise permits;
“Confirmation” means a confirmation message sent to the Buyer by the Seller to confirm the conclusion of the Agreement;
“Due date” means the date when payment for the product(s) delivered by the Seller to the Buyer is to be made, according to the Agreement;
“Further Costs” means an addition to the Basic Cost of the Product which Buyer shall pay including but not limited to taxes, freight, barge, vehicle, wagon, clean up costs, overtime, or other like payments- insurance, pilotage, port dues, and any and all other like costs and expenses incurred by or charged by the Company. Such charges, costs and expenses will be passed on to the Buyer when they are advised to the Company and together with the Basic Cost shall for all purposes constitute the Price due from the Buyer to the Company for the Product supplied;
“Owner” means the registered Owner or Bareboat Charterer of the vessel;
“Price” means the Basic Cost and Further Costs;
“Physical Supplier” means the party (person or entity) which physically delivers the product to the vessel shall include the physical supplier’s servant, agent, successors, sub-contractors and assigns;
“Place of Delivery” means the port or other readily identifiable geographical locations specified in the Agreement as the place where the Product is to be delivered, wherein or adjacent to which is the Point of Delivery;
“Point of delivery” means the precise place at which delivery is to be effected as provided in the Confirmation or as thereafter confirmed, advised or revised by the Company or the Physical Supplier and which may be a berth, mooring, anchorage or other point within, adjacent to or associated with the Place of Supply;
“Product” means marine bunker fuel, oil, lubricants, goods, items, equipment and materials and/or services of whatever type and description as specified in the Agreement
“Seller” means RIVER BUNKER AND SUPPLY S.R.O. (Bodza, Slovak Republic); any office, branch office, affiliate or associate of the Company;
“Standard terms” means these Standard Terms and Conditions of Sale and Delivery of the Company;
“Unit” means one metric ton or such other measurement as the Agreement may specify;
“Unit price” means the rate of cost in United States Dollars ( or such other currency as specified in the Agreement) per metric ton (or such other unit of measurement specified in the Agreement) of Product, specified in the Agreement;
“Vessel” means the Vessel, Ship, Barge, Facility, Tank, Container, Off-Shore Unit or Craft that nominated in the Agreement to receive Product; either as end-user or as transfer unit to a third party;
C. OFFERS, QUOTATIONS AND PRICES
C.1 An Agreement shall only be binding on the Seller upon written confirmation from the Seller thereof.
C.2 Agreements entered into by brokers or any other representative on behalf of the Seller shall only bind the Seller upon written confirmation from the Seller.
C.3 Unless the person or entity with whom the Company is corresponding specially declares in writing to the Company prior to dispatch by the Company of the Agreement that it is not the Buyer and at the same time provides in writing to the Company the full name and address of the Buyer then the person or entity with whom the Company is corresponding shall be deemed to be the Buyer.
C.4 Without prejudice to the provision of the previous clause, in the event that the person or entity with whom the Company is corresponding is an agent of the Buyer then such person or entity shall be jointly and severally liable with the Buyer to perform the Buyer’s obligations under the Agreement notwithstanding that such person or entity purports to contract as a mere agent.
C.5 The Seller’s offer is based on the applicable taxes, duties, costs, charges and price level for product existing at the time of the conclusion of the agreement (the time of Seller’s confirmation). Any further costs, later or additional tax, assessment, duty or other charge of whatever nature and however named, or any increase of price or the product or any additional costs borne by the Seller whatsoever caused by any change in the Seller’s contemplated source of supply or otherwise, coming into existence after the agreement has been concluded, shall be added to the agreed purchase price, provided that the Seller shall give the Buyer prior notice of this effect within a reasonable time after the Seller becoming aware of the relevant circumstances.
C.6 All prices and/or tariffs are exclusive VAT, unless specifically stated otherwise.
C.7 If the party requesting Product is not the Owner of the Vessel, the Seller shall have the right to insist as a precondition of sale that a payment guarantee is provided by the Owner. Owner is specified in Clause B.1. The Seller shall have the right to cancel any agreement with the Buyer at any time, if such payment guarantee is not received upon request thereof from the Seller to the Owner. In any case the Owners of the Vessel (and also its Master, Managers, Operators, Disponent Owners, Charterers, Agents etc.) are solidary liable before the Seller together with the party requesting Product.
D. SPECIFICATIONS (QUALITY – QUANTITY), COMPATIBILIY AND SEGREGATION
D.1 The Buyer shall have the sole responsibility for the nomination of the quality and the quantity of the Bunkers, which shall correspond to the written confirmation from the Seller.
D.2 The quality and quantity of the Product shall be as agreed between the Seller and the Buyer and correspond to the Seller’s written confirmation.
D.3 The Product to be delivered shall be as specified in the Agreement or, otherwise, it shall be one of the Sellers’ commercial grades of Product currently offered generally to its customers at the Place of Delivery for marine bunkering and lubrication purposes. No other warranty as to the quality and fitness of the Product for any purposes shall be contained and undertaken by the Seller in this Agreement.
D.4 Where standard specifications are being given or referred to, tolerances of 5% in quality are to be accepted without compensation or other consequences whatsoever.
D.5 In respect of the quantity agreed upon the Seller shall be at liberty to provide, and the Buyer shall accept a variation of 10% from the agreed quantity, with no other consequence than a similar variation to the corresponding invoice from the Seller.
D.6 Responsibility for establishing compatibility of Product delivered with any other product and for segregating or co-mingling the same rests solely with the Buyer.
E.1 The quantities of bunkers shall be determined from the official gauge or meter of the bunkering barge or tank delivery or of the shore tank in case of delivery ex wharf.
E.2 The Chief Engineer or his representative shall together with the Seller’s representative measure and verify the quantities of Bunkers delivered from the tank(s) from which the delivery is made.
E.3 Should the Chief Engineer or his representative fail or decline to verify the quantities, the measurements of quantities made by the Seller shall be final, conclusive and binding and the Buyer shall be deemed to have waived any and all claims in regard to the variance.
F.1 The Seller shall arrange for four (4) identical representative samples of each grade of bunkers to be drawn throughout the entire bunkering operation. Such samples shall be drawn in the presence of both the Sellers and the Buyers or their respective representatives. The samples shall be taken in accordance with ISO-8217, but shall otherwise be taken from a point and in a manner chosen by the Seller or its representative.
F.2 In case that drip sampling is not available onboard barge, tank truck or shore tank, samples shall be taken as a composite of each tank divided with 1/3 from each the top/mid/bottom of the tanks.
F.3 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 seal number, authenticated with the Vessel’s stamp and signed by the Seller’s representative and the Master of the Vessel or his representative. The seal numbers shall be inserted into the BDR/Bunker Delivery Receipts, and by signing the BDR both parties agrees to the fact that the samples referred to therein are deemed valid and taken in accordance with the requirements as specified in this clause.
F.4 Two (2) samples shall be retained by the Seller for ninety (90) days after delivery of the Bunkers, or if requested by the Buyer in writing, for as long as the Buyer reasonably required. The other two (2) samples shall be retained by the receiving Vessel.
F.5 In the event of a dispute in regard to the quality of the Bunkers delivered, the samples drawn pursuant to clause F.4 shall be deemed to be conclusive and final evidence for the quality of the product delivered. In case of disputes one of the samples retained by Sellers shall be forwarded to a by both Sellers and Buyers agreed independent laboratory for final and binding analyses. The seal must be breached only in presence of both parties unless one/both in writing have declared that they will not be present; and both parties shall have the right to appoint independent person(s) or institute(s) to witness seal breaking. No samples subsequently taken shall be allowed as (additional) evidence. If any of the seals have been removed or tampered with by an unauthorized person, such sample(s) shall be deemed to have no value as evidence.
G.1 The time of delivery, as given by the Seller, has been given as an approximate time, unless it has been otherwise specifically agreed in writing between the parties.
G.2 The time of delivery will only be binding upon the Seller when all information necessary for the Seller to comply with its obligations hereunder, have been properly delivered to the Seller in reasonable time before the delivery.
G.3 In any case the Buyer, unless otherwise agreed in writing, must give not less than 72 (seventytwo) hours approximate notice of delivery, which is to be followed by 48 (fortyeight) hours and 24 (twentyfour) hours notice, where the last notice must specify the exact place of delivery. The notices of delivery must be given to Sellers and/or the Seller’s representatives/agents.
G.4 The Seller shall be entitled to deliver the Bunkers in special part deliveries, in which case each part delivery shall be construed as a separate delivery.
G.5 The Seller shall not be required to deliver any bunkers for export, if any government permit required has not been obtained in due time before the delivery.
G.6 If the Seller at any time for any reason believes that there may be a shortage of supply at any place and that it as a result thereof may be unable to meet the demands of all its customers, the Seller may allocate its available and anticipated supply among its customers in such a manner as it may determine most reasonable in its sole discretion.
G.7 The Vessel in question shall be bunkered as promptly as the circumstances permit.
The Seller shall not be liable for any demurrage paid or incurred by the Buyer or for any loss, damage or delay of the Vessel of any nature whatsoever due to congestion at the loading terminal, prior commitments of available barges or tank trucks or any other reason.
G.8 The Buyer shall, at its own expense, ensure that the Vessel provides a free, safe and always afloat and accessible side for the delivery of bunkers and that all necessary assistance as required by the Seller or the Seller’s representative is rendered in connection with the delivery.
G.9 The receiving Vessel shall moor, unmoor, hoist bunkering hose(s) from the barge(s) respectively lower hose(s) whenever required by the Seller or the Seller’s representative, free of expenses, and in any way requested to assist barge equipment to a smooth supply. The Buyer shall make and be responsible for all connections and disconnections between the delivery hose(s) and the Vessel’s bunker intake manifold/pipe and ensure that the hose(s) are properly secured to the Vessel’s manifold prior to commencement of delivery.
During bunkering the Vessel’s scrubbers must be safely blocked, which blocking must be made by the Vessel’s own crew. Furthermore the Vessel must ensure that all pipes and manifolds and receiving tanks are completely checked and being ready to receive the bunkers, including but not limited to ensuring proper opening/closing of relevant valves, without any risk for spillages, etc, during the bunkering.
Local further special requirements for receiving bunkers must be followed strictly by the receiving Vessel, whether advised or not by the Seller or the Seller’s representative, as it is always the Vessel and the Buyer who remains solely responsible for the awareness of such eventual additional requirements for safety reasons.
G.10 In the case that the Buyer’s Vessel is not able to receive the delivery promptly, the Buyer shall pay reasonable demurrage claim to the barging/supplying facilities.
G.11 Delivery shall be deemed completed and all risk, including loss damage, deterioration, depreciation, evaporation, or shrinkage as to the Bunkers delivered shall pass to the Buyer from the time the Bunkers reaches the flange connecting pipe lines/delivery hoses provided by the Seller.
G.12 If the Buyer for whatever reason is unable to receive the full quantity ordered and rendered, the Seller shall have the right to invoice the Buyer for the loss incurred by having to transport the Bunkers back to the storage or by having to sell the bunkers in a degraded form at a lower price than that applicable to the grade originally nominated by the Buyer. The Seller may use this right without prejudice to the Seller’s other rights for damages or otherwise pursuant to these terms.
G.13 If possible, the Vessel shall provide segregated tankage to receive the contracted quantity of bunkers; and the Vessel shall always be able to perform own blending on board.
G.14 If delivery is required outside normal business hours or on local weekends, Saturday, Sunday or national and/or religious holidays the extra expenses incidental to such delivery shall be reimbursed by the Buyer as additional costs.
H.1 Title in and to the Bunkers delivered and/or properly rights in and to such Bunkers shall remain vested in the Seller until full payment has been received by the Seller of all amounts due in connection with the respective delivery.
H.2 Until full payment of any amount due to the Seller has been made, the Buyer shall not be entitled to use the Bunkers other than for the propulsion of the Vessel, nor mix, blend, sell, encumber, pledge, alienate, or surrender the Bunkers to any third party or other Vessel.
H.3 In case of breach hereof by the Buyer, the Seller is entitled to take back the Bunkers without prior juridical intervention, without prejudice to all other rights or remedies available to the Seller.
H.4 In the event that the Bunkers have been mixed with other bunkers onboard the Vessel, the Seller shall have the right of lien to such part of the mixed Bunkers as corresponds to the quantity or nett value of Bunkers delivered.
H.5 In case the Bunkers, in part or full, are no longer present or can no longer be identified or distinct from other Bunkers, the Seller has the right to attach the Vessel and/or sister ship and/or any other assets of the Buyer (or the Owner of the Vessel), cf. Clause C.5) wherever situated in the world without prior notice.
H.6 Where title in and to the Bunkers delivered has passed to the Buyer and/or any third party before full payment has been made to the Seller, the Buyer shall grant a pledge in such Bunkers to the Seller. The Buyer shall furthermore grant a pledge in any other Bunkers present in the respective Vessel, including any mixtures of the delivered Bunkers and other bunkers. Such pledge will be deemed to have been given for any and all claims, of whatever origin and of whatever nature, that the Seller may have against the Buyer.
I.1 Payment shall be made by the Buyer as directed by the Seller within the period agreed in writing in the Agreement.
I.2 Payment shall be made in full, without set-off, counterclaim, deduction and/or discount free of bank charges to the bank account indicated by the Seller on the respective invoice(s).
I.3 Notwithstanding any agreement to the contrary, payment will be due immediately in case of bankruptcy, liquidation or suspension of payment or comparable situation of the Buyer, or arrest or assets and/or claims of the Buyer, or 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.
I.4 Payment shall be deemed to have been made on the date of which the Seller has received the full payment and such is available to the Seller. If payment falls due on a non-business day, the payment shall be made on or before the business day nearest to the due date. If the preceding and the succeeding business days are equally near to the due date, then payment shall be made on or before the preceding business day.
I.5 Any delay in payment shall entitle the Seller to interest at, presently, the rate of 2 (two) per cent per month for each day of delay or any part thereof without prejudice to any rights or remedies available to the Seller, and furthermore the Seller is entitled to charging administrational penalty fee of USD 1.00 per mton supplied, or the equality thereof in local currency, thus minimum penalty fee of USD 250.00.
I.6 Payments made by the Buyer shall at all times be credited in the following order: (1) costs, (2) interest and administrational fee, and (3) invoices in their order of age, also if not yet due.
I.7 All costs borne by the Seller in connection with the collection of overdue payments, whether made in or out of court and in general all costs in connection with breach of this agreement by the Buyer, shall be for the sole account of the Buyer.
I.8 The Seller shall at all times be entitled to require the Buyer to grant the Seller what the Seller deems to be proper security for the performance of all its obligations under the agreement. Failing immediate to provide such security upon request, the Seller shall be entitled to stop any further execution of any agreement(s) between the parties until such time as the Buyer has provided the required security.
J.1 Any claim in regard to the quantity delivered must be notified by the Buyer or the Master of the Vessel to the Seller or its representative immediately after completion of delivery in the form of a statement of a letter of protest. If the Buyer fails to present such immediate notice of protest to the Seller such claim shall be deemed to have been waived and shall be barred for any later time.
J.2 Claims concerning the quality of the bunkers delivered shall be submitted to the Seller in writing within 7 ( seven) days after delivery, failing which the rights to complain or claim compensation of whatever nature shall be deemed to have been waived and barred for all times.
J.3 The Buyer shall be obliged to make payment in full and fulfil all other obligations in accordance with the terms hereof, whether or not they have any claims or complaints.
J.4 In any case, claims of the Buyer shall be timebarred unless legal proceedings have been initiated before the competent court as set forth in Clause P hereof within 12 (twelve) months after the date of delivery or the date that delivery should have commenced pursuant to the written confirmation from the Seller.
K.1 The Seller shall not be liable for damages of whatever nature, including physical injury, nor for delay of delivery of Bunkers or services, when such damages or delay has been caused by the fault or negligence of Buyer’s personnel, representatives or (sub) contractors.
K.2 Liabilities of the Seller for consequential damages is excluded. In any event and notwithstanding anything to the contrary herein, liability of the Seller shall under no circumstances exceed the invoice value of the Bunkers supplied under the relevant agreement to the relevant Vessel. The Seller will in any case be not liable for the lost profit and any other indirect damages of the Buyer.
K.3 The Buyer shall be liable towards the Seller and herewith undertakes to indemnify the Seller for any and all damages and/or costs suffered or otherwise incurred on the Seller due to a breach of contract and/or fault or neglect of the Buyers, its agents, Servants, (sub) contractors, representatives, employees and the officers, crews and/or other people whether or not onboard of the respective vessel(s). The Buyer furthermore undertakes to hold the Seller harmless in case of any third party institutes a claim of whatever kind against the Seller with direct or indirect relation to any agreement regulated by these terms and conditions. Third party shall mean any other (physical or legal) person/company than the Buyer.
K.4 No servant or agent of the Seller (including independent (sub)contractors from time to time employed by the Seller) shall be liable to the Buyer for loss, damage or delay, while acting in the course of or in connection with its employment and/or agency for the Seller. Without prejudice to the above every exemption, limitation, condition and liberty herein contained, and every right, exemption from liability, defense or immunity of whatever nature applicable to the Seller or to which it is entitled hereunder shall also be available and shall extend to protect every such servant, representative or agent of the Seller acting as aforesaid.
L. FORCE MAJEURE
L.1 The Seller or the Seller’s supplier shall not be liable for any loss, damage or demurrage due to any delay or failure in performance (a) because of compliance with any order or request of any government authority, or person purporting to act therefore, or (b) when supply of the Bunkers or any facility of production, manufacture, storage, transportation, distribution or delivery contemplated by the Seller’s supplier is interrupted, unavailable or inadequate for any cause whatsoever is not within the immediate control of the Seller or the Seller’s supplier, including (without limitation) if such is caused by labour disputes, strikes, governmental intervention, wars, civil commotion, fire flood, earthquake, accident, storm, swell, ice, adverse weather or any act of God. The Seller or the Seller’s supplier shall not be required to remove any such cause or replace any effected source or supply or facility if doing so shall involve additional expense or a deviation from the Seller’s or the Seller’s supplier’s normal practices. The Seller, or the Seller’s supplier shall not be required to make any deliveries omitted in accordance with this clause at any later time.
L.2 Without prejudice to the abovementioned, force majeure circumstances will not release the Buyer from financial obligations under the Agreement and from the liability for violation of such obligations.
L.3 In the event that the Seller, as a result of force majeure, can only deliver a superior grade of bunkers, the Seller is entitled to offer the said grade, and the Buyer must accept delivery thereof and pay the applicable price.
M.1 The Seller shall have the option to immediately cancel the agreement in full or in part, or to store or produce the storage of the Bunkers in whole or in part for the account and risk of the Buyer and to charge the Buyer the expenses thereby incurred, or to hold the Buyer fully to the agreement, or take any other measures which the Seller deems appropriate, without prejudice to its rights of indemnification, without any liability on the side of the Seller, in any (but not limited to) one of the following cases:
a) when the Buyer, for whatever reason, fails to accept the Bunkers in part or in full at the place and time designated for delivery;
b) when the Buyer fails in part or in full to comply with its obligations to pay any amount due to the Seller and/or provide security as set out herein;
c) when, before the date of delivery, it is appearant in the opinion of the Seller that the financial position of the Buyer entails a risk for the Seller;
d) when, in case of force majeure, the Seller is of the opinion that the execution of the agreement shall be cancelled.
M.2 The Seller may terminate any agreement with the Buyer in whole or in part, in its full discretion, upon the breach of any provisions hereof by the Buyer.
N. SPILLAGE, ENVIRONMENTAL PROTECTION
N.1 If a spill occurs while the Bunkers are being delivered, the Buyer shall promptly take such action as is necessary to remove the spilled Bunkers and mitigate the effects of such spill. Without prejudice to the generality of the foregoing the Seller is hereby authorized in its full discretion at the expense of the Buyer to take such measures and incur such expenses (whether by employing its own resources or by contraction with others) as are necessary in the judgment of the Seller to remove the spilled Bunkers and mitigate the effects of such spill. The Buyer shall cooperate and render such assistance as is required by the Seller in the course of the action. All expenses, claims, costs, losses, damages, liability and penalties arising from spills shall be borne by the party that caused the spill by a negligent act or omission. If both parties have acted negligently, all expenses, claims, losses, damages, liability and penalties, shall be divided between the parties in accordance with the respective degree of negligence. The burden of proof to show the Seller’s negligence shall be on the Buyer. The Buyer shall give the Seller all documents and other information concerning any spill or any program for the prevention thereof, that are required by the Seller, or are required by law or regulation applicable at the time and place of delivery.
O. ARREST OF THE VESSEL
O.1 Notwithstanding anything to the contrary herein and without prejudice to any rights or remedies otherwise available to the Seller, the Buyer, by its acceptance of these conditions, expressly authorizes the Seller to arrest the Vessel in question, or any other Vessel owned or operated by the Buyer, under any applicable jurisdiction as security for the obligations of the Buyer. Should the Buyer fail to make any payment to the Seller immediately when due the Seller may dispose of such arrested Vessel whether by sale or otherwise as applicable under the relevant jurisdiction. Any costs or expenses of whatever kind incurred by the Seller in respect of such arrest shall be for the sole account of the Buyer and shall be added to the claim for which arrest is made. The Seller’s right of arrest provided for by this clause may be applied to the supplied Vessel and also to any other vessels owned / chartered / managed / operated by the Buyer and/or any third parties connected with the Buyer
O.2 The Seller shall have the right to obtain a payment guarantee from the Owner as set forth in Clause C.5. If such guarantee has been given by the Owner and the Owner has not paid the outstanding amount to the Seller within 5 (five) business days after proper written notice has been received, the Seller has the right to arrest the Vessel or any other Vessel owned or operated by the Owner. The Seller shall further have the right to dispose of such Vessel as set forth in Clause O.1 above.
P. LAW AND JURISDICTION
The terms and conditions contained in this bunker confirmation and also in the bunker delivery receipt and in seller’s standard terms and conditions for sale of marine bunker fuels, lubricants, other products and delivery stated on the official seller’s website constitute the entire agreement on bunker delivery between the seller and the buyer (and jointly and separately all third parties connected with buyer/bunker delivery (in particular, owners, managing owners, operators, managers, disponent owners, charterers, agents, ship master) (hereinafter – “the agreement”) and expressly supersedes any concurring agreement and arrangement between the parties, incl. in respect of arbitration and/or governing law. The agreement shall be governed and construed in accordance with English law or any other law at the discretion of Seller and all disputes arising out of or in connection with the agreement, except where the seller decides otherwise in its sole discretion (see below), shall be finally settled by arbitration in any court at the discretion of Seller or in London (LMAA – London Maritime Arbitration Association) in accordance with the Arbitration Act 1996 and/or any other terms of LMAA current at the time when the arbitration proceeding are commenced. Without prejudice and in spite of the above mentioned arbitration clause, for the sole benefit of the seller the seller has the right to proceed against the buyer, any third party connected with the buyer or against the supplied vessel in such jurisdiction as the seller in its sole discretion sees appropriate including but not limited for the purpose of securing payment of any amount due to the seller by the buyer (the above mentioned arbitration clause should not be considered as the barrier for such proceeding initiated by the seller). In latter circumstances the proceedings shall be governed by the law of such jurisdiction. Without prejudice and in spite of the above mentioned arbitration clause. At the sole discretion of the seller, the seller has the right to proceed against the buyer, any third party connected with the buyer and/or against the supplied vessel and/or any other vessels owned/ chartered/ managed/ operated by the buyer and/or any third parties connected with the buyer according to the International Convention relating to the arrest of sea-going ships – Brussels 10th of May 1952 and the International Convention on the arrest of ships, Geneva 12th March 1999. The buyer and owner(s)/ managers/ charterers/ operators of the supplied ship unconditionally and undisputable accept full applicability of the provisions of the International Convention relating to the arrest of sea-going ships – Brussels 10th of May 1952 and of the International Convention on the arrest of ships, Geneva 12th March 1999 – and fully acknowledge and accept bunker or lubricant oil supply as “goods or materials wherever supplied to a ship for her operation and maintenance” giving right to a “maritime claim”. The buyer and owner(s)/ managers/ charterers/ operators do also unconditionally and undisputable accept full applicability, in the same way and to the same extent, of the provisions of the International Convention relating to the arrest of sea-going ships – Brussels 10th of May 1952 – whenever bunker or luboil supply is made for river ship. Without prejudice to the above mentioned the buyer and/or any third parties connected with the buyer may proceed against the seller under this agreement strictly only according to the above mentioned arbitration clause (LMAA), and shall have no rights of set-off, discharge and counter-claim.
Q. ENTIRETY AND VALIDITY
Q.1 These Terms and Conditions together with the other terms of the Agreement constitute the entire Agreement and supersedes all prior oral or written agreements, representations and/or warranties. No derogation, addition or amendment of the Agreement shall be in force or in effect unless or until expressly confirmed in written by the Company.
Q.2 These terms and conditions shall be valid and binding for all offers, quotations, prices and deliveries made by the Company, any associated company, representative or agent as of 31//08//2012 or at any later date.
Q.3 These terms and conditions are available at the website www.riverbunker.com, on which site as well the Seller may notify with amendments, alterations, changes or verifications to same. Such amendments, alterations, changes or verifications are deemed to be a part of the entire terms once same have been advised on the website.