Terms & Conditions

APPLICATION

Unless otherwise agreed in writing between the Seller and the Buyer, these General Terms and Conditions of Sales including the terms set out in Annex A and B as applicable (the “General T&Cs”) shall apply to all contracts for the Supply of Marine Fuel made between any member of Baseblue Group (the Seller) and the Buyer of such Marine Fuel with effect from 1st of July 2025 and until further notice.

1. DEFINITIONS

In these General T&Cs, unless the context otherwise requires, the following definitions and meanings shall apply:

1.1 “Affiliate” means a company, partnership, or other legal entity which controls, is controlled by, or is under the indirect ownership of fifty per cent (50%) or more of the issued share capital or any kind of voting rights in a company, partnership, or legal entity, and “controls”, “controlled” and “under common control” shall be construed accordingly.

1.2 “Agent” means any entity acting on behalf of a Buyer or the Vessel, including but not limited to a ship manager, broker or purchasing agent.

1.3 “Business Day” is a day on which commercial banks are open for general business at the Seller’s domicile and the Delivery Port.

1.4 “Buyer” means the entity or entities named in the Order Confirmation together with the Vessel supplied and its registered owner, all of whom shall be jointly severally liable as Buyer under each Contract. Reference herein to a Buyer may be to all those comprising the Buyer or to any single entity comprising the collective Buyer, as the context may require.

1.5 “Contract” shall have the meaning set out in Clause 2.1 and 2.2. of these General T&Cs.

1.6 “Delivery Port” means a port at which the Seller delivers or arranges for the delivery of Marine Fuel under a Contract.

1.7 “General T&Cs” shall have the meaning set out under the heading Application.

1.8 “Marine Fuel” means the grades of bunker fuel oil, intermediate bunker fuels, marine fuel oil, thin fuel oil, marine diesel oil, light marine diesel fuel and gas oil or any other type and grade of oil and lube oil and any other products or services contracted to be delivered or arranged to be delivered by the Seller as specified in the Order Confirmation.

1.9 “Purchase Price” means the price of Marine Fuel stated by the Seller in the Order Confirmation together with all and any Taxes, duties, expenses, delivery charges, barging/trucking fees, jetty fees, fees imposed by the government or authorities or competent organizations at the Delivery Port arising out of and/or incurred in connection with the delivery of Marine Fuel under a Contract together with any costs arising out of and/or incurred in connection with deliveries made on Saturdays, Sundays and Public Holidays, and outside of normal working hours at the Delivery Port or place of delivery/work.

1.10 “Order Confirmation” means an order confirmation in writing from the Seller to the Buyer setting forth the terms of each sale of Marine Fuel.

1.11 “Sanctions Laws” means the various export controls and economic sanctions regulations, including but not limited to, any economic or financial sanctions or trade embargoes administered or enforced by various European Governments and the EU, Switzerland, the US Government as enforced by the US Office of a Contract Foreign Assets Control, the US Department of State, and the US Department of Commerce, and various UN sanctions as implemented into local laws, or any other relevant sanctions authority.

1.12 “Seller” means the company named in the Order Confirmation being a member of the Baseblue Group, which includes Baseblue Ltd., Baseblue B.V., Fueling Maritime (Europe) A/S or any of their Affiliates, and shall include any of its branch offices, servants, agents and designated representatives. Where no Order Confirmation is issued, the Seller shall be the Group entity that issues the invoice to the Buyer.

1.13 “Vessel” means the ship or vessel(s) nominated to take delivery, or taking a delivery or having taken delivery of the Marine Fuel under a Contract.

1. CONTRACT

2.1 These General T&Cs together with the Order Confirmation shall constitute the full and final agreement between the parties (the “Contract”) and shall supersede and replace any other agreements made between the parties prior to the Contract and any other terms that the Buyer may seek to impose unless agreed in writing by the Seller.

2.2 A binding Contract comes into existence when the Seller sends the Order Confirmation to the Buyer. If the Buyer has objections to the Order Confirmation, it must give notice to the Seller within 24 hours of (1) receipt of the Order Confirmation, or (2) the commencement of the delivery, whichever is the earlier. Failure to provide timely notice shall result in any such objections will be deemed waived. If the Seller for whatever reason fails to issue or send a Order Confirmation incorporating these General T&Cs shall nonetheless be created upon the Seller indicating an intention to be bound to an agreement to supply Marine Fuel or failing that, upon the Seller supplying Marine Fuel.

2.3 In the event of a conflict between the General T&Cs and the Order Confirmation shall prevail but only to the extent of the conflict and in all other respects the General T&Cs shall apply.

2.4 Should the Contract be entered into by an Agent for the Buyer, whether this is disclosed or undisclosed, then such Agent shall be deemed as principal together with the Buyer and be jointly and severally liable for and guarantees the proper performance of the obligations of the Buyer under the Contract.

1. DELIVERIES

3.1 Wherever the Seller accepts delivery nominations, all such deliveries shall be within port limits, unless delivery outside of such port limits is agreed in advance in writing by the Seller.

3.2 All deliveries under a Contract shall be made ex-wharf or ex-lighter/barge in accordance with the delivery procedures customary at the Delivery Port unless otherwise specifically agreed in the Order Confirmation, however, always in accordance with all applicable regulations, requirements and procedures adopted by the authorities at Delivery Port. The Buyer shall be solely responsible for ascertaining, acquainting itself and complying with, all such regulations, requirements and procedures and the Buyer shall indemnify the Seller for any losses, costs and expenses incurred by the Seller following the Buyer’s failure to comply with such regulations, requirements and procedures.

3.3 The Seller shall deliver the Marine Fuel within the agreed delivery window as stated in the Order Confirmation. The Buyer shall give the Seller no less than five (5) Business Days written notice specifying: i. the name of the Buyer, ii. the Order Confirmation, iii. name of the Vessel, iv. the port of delivery, v. the local port agent, and vi. the Vessel’s estimated time of arrival.

3.4 The Buyer shall give further arrival notices 72, 48 and 24 hours before the Vessel’s arrival at the Delivery Port. If the Contract is entered into less than 72 hours from delivery, notices shall be provided daily from the date of the Order Confirmation. Arrival Notices designating an arrival time outside the delivery period set out in the Order Confirmation does not constitute a valid change to the agreed delivery period, unless the Seller expressly confirm the new delivery period in writing.

3.5 If the Vessel is not available to receive Marine Fuel within the agreed delivery period or within 2 hours of the arrival time as stated in the last arrival notice, the Seller may at its discretion revise the Purchase Price and date of supply or terminate the Contract, and the Buyer shall be liable for any costs and losses incurred by the Seller as a result of the delay.

3.6 In the event of the Buyer cancelling the delivery or Seller’s termination in accordance with Clause 3.5, the Seller shall as liquidated damages be entitled to charge and receive from the Buyer a cancellation fee of US$10 per metric ton for the Marine Fuel ordered under the Contract, and the Seller shall be entitled to additional damages for any documented costs or losses incurred by the Seller exceeding these liquidated damages.

3.7 If the Buyer fails or refuses to take delivery in part or in full, or if the Buyer causes the delivery to be delayed, the Buyer shall be liable to the Seller for all losses, costs and expenses incurred by the Seller as a result thereof.

3.8 The Seller shall use reasonable endeavours to commence delivery within the delivery period agreed in the Order Confirmation however no guarantee of the time or pumping rate of delivery is given, and the Seller shall in no event and regardless of cause be liable for any losses, damages or demurrage, whatsoever and howsoever incurred by the Buyer due to and/or arising out of and/or in connection with any delayed delivery of Marine Fuel under the Contract, including delay due to congestion at the supplier’s delivery facilities, the refinery, the shore terminal, or to any other (prior or subsequent) commitment(s) of available barges in the Buyer, any public holidays at the delivery Port, shortage of Marine Fuel, breakdown or underperformance of the supplied equipment, and/or any other cause or conditions outside the control of the Seller.

3.9 The Buyer shall ensure that the Master of the Vessel shall: a. advise the Seller, in writing prior to delivery, of the maximum allowable pumping rate and pressure and agree on communication and emergency shutdown procedures; b. 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 Fuel; and c. provide a free and safe side of the Vessel to receive the Marine Fuel and render all necessary assistance which may reasonably be required to moor or unmoor the Vessel and/or the delivery barge, as appropriate.

3.10 The Buyer shall be responsible for making all connections and disconnections of the delivery hose(s) to the Vessel’s bunker manifold and ensuring that the hose(s) are properly connected to the Vessel’s manifold prior to the commencement of delivery. The Buyer shall render all other necessary assistance and provide sufficient tankage and equipment to receive promptly the delivery under the Contract. Where delivery is undertaken ex-wharf, the Buyer shall promptly receive the delivery and shall forthwith withdraw the vessel from the shore terminal or wharf once delivery is completed.

3.11 The Buyer shall indemnify and hold harmless the Seller against all damages and liabilities arising from any acts or omissions of the Buyer or its servants, the Vessel’s officers or crew in connection with the delivery of Marine Fuel under the Contract.

1. SAMPLING

4.1 The Seller or its representatives shall arrange for a minimum of three (3) representative samples of each grade of Marine Fuel to be drawn throughout the entire bunkering operation. Such sampling shall be performed in the presence of the Seller or its representatives and the Buyer or its representatives, but the absence of the Buyer or its representatives during all or any part of the sampling process shall not prejudice the validity of the samples. Samples shall be drawn according to the physical supplier’s standard procedures, or the procedures applicable in the port.

4.2 The samples shall be securely sealed and provided with labels showing the Vessel’s name, physical supplier, 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 sample seal numbers shall be inserted into the Bunker Delivery Note.

4.3 One (1) sample shall be retained by the Seller for thirty (30) days after delivery of the Marine Fuel, or if requested by the Buyer in writing, for as long as the Buyer reasonably requires. The other two (2) samples shall be retained by the Vessel, one of which is dedicated as the MARPOL sample. No samples drawn by the Buyer’s personnel or any samples subsequently taken shall be allowed as evidence of the quality of the Marine Fuel. If any seals have been removed or tampered with by an unauthorized person, such samples shall be deemed to have no value as evidence.

4.4. In the event of a dispute with regard to the quality of the Marine Fuel delivered, the samples retained by the Seller shall be deemed conclusive and final evidence of the quality of the Marine Fuel delivered. The conformity of the Marine Fuel shall be determined in accordance with ISO 4259 and to the extent that the components detected are within the allowed tolerances in respect of reproducibility or repeatability in quality are accepted. As set out in ISO 4259 the Marine Fuel shall be deemed to be compliant according to ISO 8217.

4.5. If the Buyer’s complaint concerning the quality of the Marine Fuel is based on the presence of substances that are not part of the quality specifications set out in Table 1 or Table 2 of ISO 8217, the Buyer shall show that the substances in question without a reasonable doubt jeopardize the safety of the Vessel or adversely affect the performance of the machinery.

4.6 The sample retained by the Seller shall be forwarded to a mutually agreed, independent and certified laboratory for analysis, the results of which are to be made available to both parties. If the Seller and the Buyer cannot agree on an independent laboratory to perform mutual analysis or if the Buyer fails to reply to the Seller’s notice hereof within seven (7) days from receipt, the Seller may at its sole discretion appoint an independent laboratory to perform the analysis. The analysis of the independent laboratory shall be final and binding for all interested parties. The costs of any tests and analysis carried out by the independent laboratory shall be borne by the Buyer if the results are in favour the Seller, or by the Seller if the results are in favour of the Buyer.

4.7 The seal must be breached in the presence of both parties unless one or both parties have declared in writing that it/they will not be present, or if a party fails to be present at the appropriate time and place despite having been given sufficient and proper notice of at least seven (7) days in advance.

1. COMPLIANCE AND ENVIRONMENT

5.1. INTERNATIONAL SANCTIONS

• Reciprocal Representations

Each Party represents and warrants to the other that such Party is in full compliance with Sanctions Laws and that neither it nor any of its subsidiaries  or directors, senior executives or officers, or to the knowledge of the Party, any person on whose behalf the Party is acting in connection with the Contract, is an individual or entity (“Person”) that is, or is 50% or more owned or controlled by, a Person (or Persons) that is the subject of any economic or financial sanctions or trade embargoes under Sanctions Laws; or based, organized or resident in a country or territory that is the subject of comprehensive (i.e., country-wide or territory-wide) Sanctions (including, as of the date of this Contract, Crimea, Cuba, Iran, North Korea, Russia and Venezuela) (a “Sanctioned Country”) (collectively, a “Sanctioned Person”).

• Buyer’s Representations

By accepting the Seller’s offer and Order Confirmation, the Buyer confirms and warrants that:

1. Buyer is purchasing the Products as principal and not as agent, trustee or nominee of any person or entity with whom transactions are prohibited or restricted under the Sanctions Laws;
2. the Products will not be used in any manner whatsoever directly or indirectly in connection with any entities, persons, projects, contracts, transactions or payments that contravenes any Sanctions Laws; or to fund or facilitate any activities or business of, with or related to any Sanctioned Country or Sanctioned Person, or in any manner that may reasonably result in a violation of Sanctions Laws.

iii. the Vessel: (a) is not subject of any economic or financial sanctions or trade embargoes under Sanctions Laws; (b) has not been listed, designated or flagged by a Sanctioned Country; (c) is not owned, chartered or managed by or related to any Sanctioned Person; (c) has not and will not visit any Sanctioned Countries or regions in violation of the Sanctions Laws.  In this regard, in connection to Vessel’s destination after taking the Products, Buyer will perform all reasonable due diligences to ensure that such voyage complies with Sanctions Laws, without further responsibility for the Seller; involved in the transport of goods that may be prohibited under the Sanctions Laws; and (e) has not engaged any activities designed to evade or circumvent Sanctions Laws, including but not limited to turning off transponders, reporting false travel plans, deviating from reported travel plans and engaging in ship-to-ship transfers to hide the origin of goods.

1. From time to time, Seller may reasonably request Buyer to provide documentation to evidence Buyer’s compliance with Sanctions Laws, such as bill of ladings, certificates of origin, among others. Any such documentation shall be used by the Seller for the purposes of compliance checks only and otherwise kept under strict confidentiality by Seller; notwithstanding, Buyer acknowledges that Seller may be required to disclose such information to third parties for the sole purpose of demonstrating compliance with Sanctions Laws.

• ANTI BRIBERY & CORRUPTION
• The Buyer acknowledges that anticorruption laws Tand regulations, including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act (UKBA), shall apply to the parties. The Buyer and Seller shall comply with all applicable anticorruption laws and regulations and will not, offer, promise, pay, or authorize the payment of any money or anything of value, or take any action in furtherance of such a payment, whether by direct or indirect means, to any public official or private individual to influence the decision of such person in the performance of his duties to a government or to his company.
• Buyer may report any concerns relating to conduct of Seller’s representatives in connection with the subject matter of this Contract that breaches any applicable laws, the Seller’s Code of Conduct ((available at Seller’s website or to be provided upon request) or underlying policies to its contact at Seller or though Bunker Holding’s dedicated email address at whistleblower@bunker-holding.com.
• ANTI MONEY LAUNDERING

Each Party represents to the other that they will not employ any funds or other financial resources, assets or securities originated or derived from an unlawful activity of any nature. In particular, the Parties represent that they have designed and implemented reasonable controls and procedures to comply with all relevant laws and regulations aimed to prevent local or international money laundering and the financing of terrorism or terrorist organizations.

• VIOLATIONS TO THIS CLAUSE
• Any breach of this clause 5 will void the related Contract and in the sole discretion of the Seller any other Contract between the parties, making any claims for payment, delivery or any other obligation of the Seller under this Agreement void. The Buyer is liable for any and all costs or losses incurred by the Seller due to such breach and/or a Contract becoming void as a consequence.
• Notwithstanding the above, if Seller is of the reasonable opinion that the Buyer has breached or will breach this clause, Seller may (without incurring any liability of any nature whatsoever) terminate or suspend all or any part of the Contract with immediate effect by notice to the Buyer or take any other action it deems necessary in order for Seller to comply with applicable sanctions. Any exercise by Seller of its right under this clause shall be without prejudice to any other rights or remedies of Seller under the Contract.
• CODE OF CONDUCT

The Buyer acknowledges having read and understood the Seller’s Code of Conduct (copy available upon request) and confirm that they operate their business under the same or similar standards therein.

5.6.  ENVIRONMENT

• The Buyer must comply with all national and international trading, pollution, environmental and health and safety regulations concerning the receipt and use of Products and shall indemnify the Seller for all financial consequences, including clean-up costs and fines, of a breach of this
• The Buyer and the Vessel shall promptly take all such action as is reasonably necessary to mitigate the effects of any Spill occurring during a delivery of Products. The Seller shall nevertheless be entitled to take or arrange such measures as it deems reasonable to remove pollutants and mitigate the effect of a The Buyer shall cooperate and render such assistance as is required by the Seller and shall indemnify and hold the Seller and its representatives harmless against any damages, expenses, claims or liabilities of whatever nature, unless such Spill is proven to be caused solely by the Seller’s negligence.
• The Buyer shall provide or procure all documents and information concerning any Spill for the Seller as the Seller may demand or as may require by applicable laws or

1. QUANTITY

6.1 Quantity shall be determined at the Seller’s option from the gauge or meter of shore or barge tanks. Such determination shall be considered to be the sole valid and binding determination of the quantity supplied, to the exclusion of all other measurements. The volume shall be adjusted to 15ºC under prevailing ASTM-IP Petroleum Measurement tables. The quantity of Marine Fuel to be delivered shall be the quantity specified in the Order Confirmation with tolerance at the Seller’s option of +/- 5 %.

6.2 Any claim regarding the quantity of the Marine Fuel delivered under the Contract shall be notified in writing by the Buyer or the Master or the Chief Engineer of the Vessel to the Seller before the delivery hoses are disconnected. Notice to the delivery barge or physical supplier including by way of a letter of protest or statement on the BDN shall not be adequate notice. The Buyer shall in addition make a written claim providing a full explanation of the circumstances and basis for the claim, including all the relevant supporting documentation, not later than fifteen (15) days from the date of delivery of the Marine Fuel to the Vessel. Failure to make a timely notification as stipulated in this clause shall result in the claim being deemed waived and barred.

1. QUALITY

7.1 The Buyer shall bear the sole responsibility and risk for the selection and nomination of the grades of Marine Fuel and the Seller does not warrant and is under no obligation to check whether Buyer’s selection and the nomination is suitable for use by the Vessel. The Marine Fuel arranged or supplied by the Seller shall be of a homogeneous nature generally available at the place where the Vessel is to take/has taken delivery of the Marine Fuel.

7.2 The Buyer shall advise the Seller as soon as reasonably practicable of any circumstances that may give rise to the possibility of a claim related to the quality of Marine Fuels. Any claim regarding the quality of the Marine Fuel delivered shall be made in writing by the Buyer to the Seller together with a full explanation of the circumstances and basis for the claim, including all relevant supporting documentation, no later than fifteen (15) days from the date of delivery to the Vessel, failing which any such claim shall be deemed to be irrevocably waived and time-barred.

7.3 Where the Buyer nominates Marine Fuel above the sulphur limits set out in MARPOL Annex VI, the Buyer shall be fully responsible for, and on the Buyer’s request provide confirmation in writing, that the Vessel has working Abatement Technology (as defined in MARPOL Annex VI) installed in compliance with MARPOL Annex VI or must include a copy of a valid Fuel Oil Non-Availability Report (FONAR) and the relevant authorization granted to the Vessel for that specific delivery of Marine Fuel. The Buyer shall indemnify the Seller of all costs or losses incurred as a result of the Seller’s breach of Clause 8.2.

1. CLAIMS

8.1 In the event of any claim presented in accordance with clauses 6 and 7, the Buyer shall: a. Cooperate with the Seller and make all necessary arrangements for the Seller or its representatives to investigate such claim, including but not limited to the boarding and inspection of the Vessel, the interviewing of the crew and the inspection, review and copying of Vessel’s relevant documents, logs and records; and b. Take all reasonable steps and actions to mitigate any damages, losses, costs and expenses related to any claim of alleged off-specification or defective Marine Fuel, including where possible consuming the Marine Fuel with the use of purification tools, recommended dilution or other appropriate measures. c. Take all reasonable steps to preserve the Seller’s recourse against the physical supplier of the Marine Fuel or any other third party. The Seller shall not be liable in damages if the Buyer has failed to safeguard the Seller’s recourse against the supplier of the Marine Fuel or any other third party or has failed to ensure the existence of the necessary evidence.

8.2 The Buyer shall not be entitled to claim any cost, loss, expense or damages from the Seller which could have been prevented by the Buyer’s compliance with clause 8.1, and the Seller shall be entitled to set off any such cost, loss, expense or damages against any liability to the Buyer.

8.3 In the event that the Buyer has made a valid claim regarding the quality of the Marine Fuel, which cannot be mitigated in accordance with Clause 8.1, the Seller shall have the option to debunker the Marine Fuel and perform redelivery of the on-spec Marine Fuel in accordance with the terms of the Contract.

8.4 To the extent that the Buyer’s test report evidence that the components detected are within the allowed tolerances in respect of reproducibility or repeatability as set out in ISO 4259, the Marine Fuel shall be deemed to be compliant and the Buyer cannot require further testing of the Marine Fuel.

8.5 Any claim against the Seller arising out of or in connection with a Contract shall be brought before the relevant court or arbitral tribunal in accordance with clause 17 within three (3) months of the date of delivery of the Marine Fuel, failing which any such claim shall be forever waived and time-barred.

1. PAYMENT

9.1 Payment shall be made in United States Dollars (or any equivalent currency as the Seller may require) by bank transfer to the Seller’s bank account, net of all banking charges in accordance with the Contract and as specified in the invoice. Payment shall be deemed to have been made on the date the payment is credited to the Seller’s bank account. Payment to any other bank account shall not release the Buyer from its payment obligations.

9.2 The Seller shall issue its invoice for the Purchase Price and shall provide a copy of the BDN, but the Buyer’s liability shall not be contingent upon an invoice being issued or the BDN being supplied.

9.3 It is the Buyer’s risk and responsibility to ensure that the Seller’s bank details are bona fides. Where payment is being made to an account for the first time the Buyer must check the bank details with the Seller by secure means (ie. by telephone, encrypted messaging or in person). The Seller shall be entitled to allocate payments from the Buyer at its sole discretion and regardless of any allocation stipulated by the Buyer and shall be entitled to extinguish claims for compensation, interest, legal fees or any other sums due from the Buyer in priority to invoices for Marine Fuel and regardless of the date that respective obligations arose.

9.4 Where payment is delayed in part or in full the Buyer shall pay to the Seller late payment charges at the rate of 3% per month or part thereof on the delayed sum due until payment is received. In the event that the interest rate herein exceeds that permitted by the applicable US law, it shall be substituted by the maximum rate so permitted. The Buyer understands that the Seller does not provide extended finance, and the interest provisions herein reflect the costs to the Seller of unauthorized credit.

9.5 Payment shall be made in full without any discount or deduction, and there shall be no withholding either in part or in full by reason of any set-off, counter-claim or for any other reason, whether relating to the Contract or past agreements or Contracts. If payment is withheld or set off by the Buyer, partly or in full, due to alleged short delivery, quality dispute or any other reason whatsoever or if any sum due pursuant to any Contract is not paid within the agreed time, the Buyer shall pay, in addition to the outstanding amount and any interest that accrues until the due date, compensation to the Seller of 20% of the outstanding amount. The Buyer recognizes that such compensation is a reasonable pre-estimate of the Seller’s loss, taking account of factors including but not limited to the additional management time incurred in dealing with the late payment, the loss of opportunity to reinvest the missing funds and currency exchange fluctuations.

9.6 Where credit is granted such that payment is deferred beyond the period stated in the preceding clause such credit is entirely discretionary and the Seller shall at all times be entitled to withdraw credit and demand immediate payment by giving written notice without providing reasons. For example, but without limitation, credit may be withdrawn if the Seller has reason to believe that the Buyer’s (or companies related to the Buyer’s) financial circumstances have deteriorated or the Seller receives information that causes it to alter its assessment of the credit risk. Where credit is withdrawn prior to delivery of Marine Fuel then the Seller shall be entitled to withhold delivery until payment of the Purchase Price is made or alternatively, the Seller may cancel the order, without recourse by the Buyer.

9.7 Where payment of any invoice is delayed beyond the due date any Buyer who has the right to bring a claim against any other party in relation to the Marine Fuels that are the subject of any Contract, such claim shall be automatically assigned to the Seller as at the date of the Seller’s written notice that the Seller has elected to take that assignment. A Buyer in receipt of the Seller’s notice consents to be named as claimant/plaintiff or co-claimant-co-plaintiff. Where the Seller receives payment as a result of the assigned claim such proceeds shall be set against any sum owing to the Seller by the Buyer, including any claims for interest, compensation or legal costs and where the sum received exceeds the sum owed by the Buyer then the balance shall be paid to the Buyer. The Buyer shall provide full cooperation to the Seller by way of witness evidence and documentation to enable the Seller to pursue the assigned claim.

9.8 If the Seller incurs any costs in relation to attempts to collect any sums due from the Buyer and arising out of any Contract the Buyer shall indemnify the Seller for such costs and shall pay the same upon first demand. Such costs include but are not limited to attestation and translation costs, fees of third-party debt collection agencies, lawyer’s fees, court and arbitration fees and deposits and communication/postal costs including costs arising from the arrest, detention or seizure of any Vessel or other assets of the Buyer.

9.9 Seller may from time to time without the need for prior consent of Buyer, assign any of its rights under the Contract to any third party, including any member of the Group or any of its Affiliates, and the assignee shall enjoy and be entitled to exercise against Buyer any and all rights herein conferred upon Seller.

9.10 If at any time an amount is payable by Buyer to Seller, such amount may at the sole discretion of Seller be fully or partially paid by set-off against any amounts payable to Buyer by Seller, any member of Seller group, and any Affiliate of Seller.

9.11 The Buyer shall provide the Seller with no less than seven (7) days prior notice in writing before making payment from an account belonging to a party that is not the Buyer. Under such circumstances, for verification purposes, the Seller shall require the Buyer to provide details and relevant supporting documentation on the payor’s full name, country of incorporation, registered address, line of business, relationship with the Buyer, and the reason why payment is being made on behalf of the Buyer. In the event that the Seller is unable to verify the payment and/or payor to its satisfaction, the Seller shall be entitled in its discretion to reject such payment and require the Buyer to make another payment from another duly verified account and/or payor.

9.12 The Buyer shall be responsible for and shall pay and/or indemnify the Seller and his sub-contractors for any and all federal, state and local taxes, duties, and fees, including but not limited to any  VAT, sales taxes, GST, energy tax, motor fuel tax, withholding tax, import/export duties, and any other taxes, duties, fees levies or penalties (excluding corporate income tax) (hereinafter “Taxes”) paid or incurred directly or indirectly in connection with the performance of the Contract. Seller reserves the right, upon notification to Buyer, to adjust the Purchase Price after the date of the Order Confirmation to reflect any liability related to Taxes not included in the Order Confirmation if necessary by raising an additional or revised invoice.

9.13 Buyer shall provide to Seller any documentation, including, but not limited to, registrations, exemptions, certifications, claims, refunds, declarations or otherwise, in a form and format, and on or before whatever due date which Seller shall require in dealing with authorities in connection with any Taxes. Further, Buyer shall indemnify and hold Seller harmless for any damages, claims, liability or expense Seller may incur due to Buyer’s failure to comply with this requirement.  Claims related to Taxes shall not be time-barred or fall under any notice requirement until 6 months following the claim being time-barred under any applicable law.

1. FORCE MAJEURE

10.1 The Seller shall not be liable for any loss, damage or demurrage howsoever arising and/or for any breach, delay or non-performance of the Contract to the extent such is caused: a. by any governmental act or compliance with any order, request, or control of any governmental authority or person purporting to act thereof whether or not such order or request is later determined to be invalid (including compliance with or implementation of any order, request, plan or programme of any authority created by governments); and/or b. the interruption, unavailability, or inadequacy of Marine Fuel, or any constituent thereof, or any facility of production, manufacture, storage, transportation, distribution or delivery, because of wars, hostilities, public disorders, acts of enemies, sabotage, strikes, lockouts, labour or employment difficulties, fires, acts of God, epidemics, accidents, breakdowns, or any other cause whatsoever which is not within the control of the Seller including, but not limited to, the failure, cessation, termination or curtailment in whole or in part of any of the existing or contemplated sources of supply of the Seller of Marine Fuel, or the crude oil or petroleum products from which such Marine Fuel is derived.

10.2 The Seller shall not be required to remove any such cause or replace the affected source of supply or facility, and, in the event of an actual or anticipated shortage of supply that directly or indirectly prevents the Seller from fulfilling the requirements of its customers including its affiliated companies and the Buyer, the Seller may allocate available quantities of Marine Fuel to its customers and/or the Buyer in its absolute discretion.

10.3 In the event that any governmental authority imposes any form of price control, rationing, allocation, or other emergency measures on the supply of Marine Fuel at the place of the Delivery Port, then the Seller has the right to suspend delivery of any Marine Fuel under the Contract for such periods as the Seller may determine are required to resolve uncertainties raised by such governmental actions, alternatively to cancel such delivery and/or terminate the Contract. In the event of such termination of the Contract, the Seller shall be relieved of its obligations to perform hereunder.

10.4 The Buyer shall have no right of cancellation of the Contract due to Force Majeure as stated in clause 10.1.

1. TERMINATION BY DEFAULT

11.1 The following shall constitute events of default by the Buyer, entitling the Seller to terminate by written notice to the Buyer any Contract for the sale of Marine Fuel forthwith and claim damages from the Buyer: a. failure by the Buyer to perform any obligations under the Contract; b. arrest/seizures of assets of the Buyer, including but not limited to, the Vessel; c. the Buyer becomes insolvent according to the laws of the place of incorporation or establishment of the Buyer or has a liquidator, receiver, or judicial manager appointed or enters into any arrangement or composition with its creditors; d. liquidation/bankruptcy or any other changed financial or legal position of the parent company, sister companies or affiliated companies to the Buyer, which the Seller deems in its sole discretion to adversely affect the financial position of the Buyer; e. in case of any other situation, which the Seller deems in its sole discretion to adversely affect the financial position of the Buyer.

11.2 Upon the occurrence of an event of default as set out above, all sums owed by the Buyer shall become immediately due and payable and without limiting any other remedies available, the Seller shall also be entitled to: a. cancel all outstanding stems and/or withhold future deliveries; b. store the Marine Fuel in full or in part for the Buyer’s account and risk;

1. RISK AND TITLE

12.1 Title to the Marine Fuel shall pass only when the Buyer has paid for the Marine Fuel and paid all other sums due to the Seller under the relevant Contract.

12.2 The risk in the Marine Fuel shall be transferred successively from the Seller to the Buyer, as the Marine Fuel passes through the fixed receiving connector in the Vessel.

1. LIMITATION OF SELLER’S LIABILITY

13.1 The Seller’s liability for any losses or damages that may be suffered by the Buyer or the Vessel or any third party whatsoever, howsoever caused and including due to the negligence of the Seller, its servants, sub-contractors or agents and whether based in tort or contract, shall be limited to the Purchase Price of the Marine Fuel as set out in the Seller’s invoice issued pursuant to the Contract.

13.2 Furthermore, the Seller shall under no circumstances regardless of cause be liable for any consequential loss or damage whatsoever, whether direct or indirect and whether or not foreseeable at the time of contract, that may be suffered by the Buyer or the Vessel, including but not limited to: a. any loss of hire or freight and/or loss of income or profit,; b. any delay, detention or demurrage; c. any indirect, special or consequential losses and/or damages, including but not limited to damages arising from the exercise of the Seller’s rights to suspend and/or to withhold and/or to terminate delivery of the Marine Fuel; and/or d. any damages or losses as a result of any acts or omissions of the Seller’s agents and/or subcontractors including but not limited to those transporting the Marine Fuel and/or fuelling agents.

13.3 Any liability for damage to the receiving Vessel shall be limited to the documented cost of engine repairs and in any event be reduced by 20 percent of the invoice value of spare parts for each year or fraction thereof in which the replaced part has been in use.

13.4 Any damage caused by contact or collision between the supply barge and the Vessel, or any other marine incident occurring in connection with the delivery shall be dealt with by the Buyer directly with the owners of the supply barge or the relevant third party. The Seller shall not be held liable for any such damages and the Buyer shall indemnify the Seller against any claims made against the Seller arising out of such incident.

1. INDEMNITY

14.1 The Buyer shall defend, indemnify and hold the Seller harmless with respect to any and all liability, loss, claims, expenses or damage the Seller may suffer or incur by reason of, or in any way connected with, the acts omissions, fault or default of the Buyer or its agents or its representatives in the purchase, receipt, use, storage, handling or transportation of the Marine Fuel under the Contract.

14.2 The Buyer undertakes to indemnify the Seller against any claims, losses or costs of whatever kind related to the Contract instituted by third parties against the Seller to the extent such claims exceed the Seller’s liability towards the Buyer as set out in clause 13.1.

1. MARITIME LIEN

15.1 Where Marine Fuel is supplied to a Vessel, in addition to any other security, the Contract is entered into and Marine Fuel is supplied upon the faith and credit of the Vessel. It is agreed and acknowledged that a maritime lien over the Vessel is thereby created for the Purchase Price of the Marine Fuel supplied and that the Seller in agreeing to deliver Marine Fuel to the Vessel does so relying upon the faith and credit of the Vessel. The Buyer, if not the owner of the Vessel, hereby expressly warrants that he has the authority of the owner to pledge the Vessel’s credit as aforesaid and that he has given clear notice of the provisions of this clause to the owner. The laws of the United States, including but not limited to the Commercial Instruments and Maritime Lien Act, shall always apply with respect to the existence of a maritime lien, regardless of the country in which Seller takes legal action unless the laws of that country do not recognize the US law lien, in which case the Seller shall be entitled, at Seller’s election, to rely on the law of the flag, the law of the place of supply or the law of the country in which the action is brought.

15.2 Any notice or any stamp added to the BDN or similar shall be invalid and cannot waive the Seller’s maritime lien on the Vessel unless the Buyer has notified the Seller of its intention to exclude the liability of the Vessel at least 12 hours in advance of the supply by sending written notice to credit@base-blue.com. Notification to the physical supplier of Marine Fuel shall not be effective notice and any stamp or notice applied to the BDN after the supply of Marine Fuel shall also be ineffective and shall not vitiate the Seller’s lien on the Vessel. Where such a notice is issued, the Seller shall be entitled to terminate the Contract with immediate effect, and the Buyer shall compensate the Seller for all costs and losses incurred as a result hereof. Alternatively, the Seller may elect to undertake the supply if the Buyer makes payment in advance or provides acceptable security for payment.

1. LAW AND JURISDICTION

16.1 The Contract, these General T&Cs and all claims and disputes arising under or in connection therewith shall be governed by the general maritime law of the United States of America. If there are any gaps in the general maritime law of the United States or if the general maritime law of the United States does not address a disputed issue, the law of the State of New York shall apply. The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

16.2 Any dispute arising out of or in connection with a Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof.

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 LMAA Terms”).

16.3 In cases where the claim brought by the party commencing the arbitration does not exceed the sum of USD 2,000,000 (or such other sum as the parties may agree) the arbitration shall be referred to a sole arbitrator. In all other cases, the reference shall be to three arbitrators. In all cases, the appointment of the arbitrators shall be subject to the LMAA Terms

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

16.5 The parties to this Contract, which includes the Buyer’s Agent and all other entities included under the definition of Buyer, are bound by this arbitration agreement, each to each other, and consent to the joinder or consolidation in arbitration of any party or arbitration necessary for the complete resolution of all disputes arising out of the performance of the Contract. Where disputes arise in relation to more than one Contract, the Buyer and the Seller consent to the consolidation of any dispute arising under this Contract with any other dispute arising under any other contract made between the Buyer and the Seller or any claim assigned to the Seller such that the arbitration proceedings can be initiated by a single notice of arbitration and settled by a single arbitration award.  A joined party shall be bound by any award rendered by the arbitral tribunal even if such party chooses not to participate in the arbitral proceedings.

16.6 Notwithstanding the provisions of clauses 16.1 to 16.5 the Seller may elect to commence court proceedings in any country, either to substantively determine any dispute between the parties or to obtain security or other ancillary relief in support of arbitration proceedings or where arbitration proceedings where the Seller elects for that or where the local procedural rules provide that the substantive dispute shall be determined in that jurisdiction. Where arbitration proceedings are commenced but a court assumes substantive jurisdiction in accordance with this Article, the arbitration proceedings shall be stayed.

1. MISCELLANEOUS

17.1 For deliveries within Singapore, the Singapore Standard SS 600: 2008 Code of Practice for Bunkering and any subsequent amendments thereto (the “Code”) is deemed to be incorporated by reference into all Contracts. In the event of any inconsistency between the General T&Cs and the Code in any respect, these General T&Cs shall prevail.

17.2 If any part of the Contract is declared invalid, it shall not affect the validity of the remainder of the Contract or any part thereof.

ANNEX A – EUA TERMS

This Annex A sets out the terms and conditions of sale of EUAs to non-EU Resident Buyers (the “EUA Terms”) which shall apply to all Contracts for sale of EUAs entered into with non-EU Resident Buyers. These EUA Terms are supplementary to and to be read in conjunction with the General T&Cs whenever there is a Contract for the sale of EUAs to a non-EU resident Buyer.

1. Definitions and Terms

• In these EUA Terms, capitalised but undefined words used shall have the meaning assigned to them in the General T&Cs or, if no meaning assigned in the General T&Cs, then the meaning assigned to them in the Directive. In the event of any conflict between these EUA Terms and the Standard Terms, the provisions of these EUA Terms shall apply but in respect of the conflicting provisions only. In addition, the following words are hereby defined:

“Account” has the meaning defined in 3.5 b) of the EUA Terms.

“Buyer’s Replacement Cost” means the positive value, if any, of (i) the price the Buyer, acting in a commercially reasonable manner, does or would pay in an arm’s length transaction for an equivalent quantity of EUAs to replace the Default Quantity, less (ii) the EUA Price multiplied by the Default Quantity calculated on the date of the Delivery Date.

“EUA” is an abbreviation for European Union Allowance which means an allowance to emit one tonne of carbon dioxide equivalent according to the EU Directive.

“EUA Price” means the price agreed between Seller and the Buyer for one EUA as set out in the Order Confirmation.

“Default Quantity” means the quantity equal to the positive difference between (a) the quantity of EUAs agreed to be delivered to the Buyer and (b) the quantity of EUAs delivered to the Buyer in accordance with the Contract.

“Delivery Date” means the date on which Seller and the Buyer have agreed to deliver the EUAs to the Buyer’s Registry Account as set out in the Order Confirmation.

“Directive” means Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003., as may be amended from time to time.

“Non-EU Resident” means not domiciled within the European Union or in a European Economic Area country.

“Registries Regulation” means the EU Commission Regulation (EU) No. 389/2013 of 2 May 2013, as may be amended from time to time.

“Registry” means the registry established by a Member State or the EU pursuant to the Directive or the Registries Regulation, in order to ensure the accurate accounting of the issue, holding, transfer, acquisition, surrender, cancellation and replacement of EUAs.

“Required Authorisations” means all governmental and other licences, authorisations, permits, consents, contracts and other approvals (if any) in the relevant party’s country of registration and in the country of the Registry where the EUAs are to be delivered that are required to enable a Party to fulfil any of its obligations under these EUA Terms.

“Seller’s Replacement Cost” means the positive value, if any, of (i) the EUA Price multiplied by the Default Quantity, less (ii) the price the Seller, acting in a commercially reasonable manner, does or would receive in an arm’s length transaction to sell a quantity of EUAs equivalent to the Default Quantity calculated on the date of the notice demanding the Seller’s Replacement Cost, plus the EUA Price for any EUAs transferred to the Buyer’s account on credit terms.

“Trading System” means the system of transferring EUAs between either or both of (a) persons within the EU and (b) persons in third countries, in either case as recognized in accordance with, and subject to, the procedure of the Directive established in, and as implemented by the national laws of, any Member State and certain non-Member State.

“Trading System Rules” means the rules and regulations of participation in, and operation of, the Trading System as applicable in a Member State and certain non-Member States as amended from time to time.

“Transfer” means (whether used as a verb or a noun) the transfer of EUAs from one Account to another.

2. EUA Trades

• Seller and Buyer may from time to time enter into Contracts for the sale and purchase of EUAs. All EUA Price indications made in the negotiations for such trades shall constitute invitations to offer, and a binding Contract shall only come into existence when Seller sends the Order Confirmation to the Buyer in accordance with Clause 2 of the Standard Terms.
• In the event of a conflict between these EUA Terms, the General T&Cs and the Order Confirmation, the conflict shall be resolved in accordance with the following order of precedence:

1. Order Confirmation
2. EUA Terms
3. The Standard Terms.

3. Payment and Transfer of EUAs

• Unless otherwise agreed in the Order Confirmation, all sales of EUAs shall be on a cash in advance basis and the Seller shall transfer the agreed quantity of EUAs from its Account in the Registry to the Buyer’s Account (or the Account of Buyer’s designated third party) on the Delivery Date, always provided that the Seller has received the Price of the EUAs in its account no later than 3 (three) Banking Days in advance of the Delivery Date. Failure by the Buyer to make timely payment shall result in the Delivery Date being postponed accordingly. In the event of the Buyer’s failure to make timely payment and such default remain unremedied, the Seller may upon giving three (3) days’ notice to the Buyer terminate the Contract for cause and demand payment from Buyer of the Seller’s Replacement Cost, such payment to be made by Buyer within 3 (three) Banking Days of the demand.
• The Buyer may at the time of buying EUAs request Seller to deliver the agreed quantity of EUAs bought by the Buyer to a third party if the following criteria are met:

1. The Buyer provides documentation to Seller that (i) the Buyer is obliged to deliver the EUAs to this third party and (ii) the third party is Non-EU Resident, and Seller accepts this documentation;
2. The Buyer proves that the third party meet the requirements in clause 3.5; and
3. Sufficient documentation to satisfy compliance checks of the third party is provided to Seller. Seller has the discretion to assess what is sufficient.

• The Transfer of EUAs shall be considered to be completed for the purposes of the Contract when the EUAs are received in the Buyers’s Account (or the Account of the Buyer’s designated third party) in accordance with the Registries Regulation, whereupon title and risk of loss, related to the EUAs, or any portion thereof, shall transfer from the Seller to the Buyer.
• Seller and Buyer agree to co-operate with each other in relation to the Transfer and to do such things as are necessary in accordance with, and as required by, the Trading System in order to Transfer the EUAs to the Buyer’s Account by the Delivery Date.
• Seller and Buyer each represent and warrant to the other that:

1. a) it shall maintain in full force and effect all Required Authorisations at all times during the term of the Contract,
2. b) subject to clause 3.6, on a Delivery Date, it has or will have an account validly registered in a Registry in accordance with the Trading System Rules (”Account”) (or is in the process of setting up an Account);
3. c) in respect of the Account, it has on a Delivery Date nominated the other party’s specified Account as a ‘trusted account’ for the purposes of the Registries Regulation; and
4. d) the Seller is allowed in terms of applicable law to sell EUAs, the Buyer is allowed in terms of applicable law to buy EUAs, and that the transaction is legal and valid in the country where each party is incorporated.

• Buyer shall have and shall if applicable procure that the third party contemplated in 3.2 shall have a valid and trusted Account set up with the Registry on the Delivery Date, and if Buyer fails to do so and such failure remains unremedied after Seller providing 5 (five) days’ notice to Buyer to remedy same, this shall constitute Buyer’s breach of the Contract entitling Seller to terminate the Contract and demand payment from Buyer of the Seller’s Replacement Cost, such payment to be made by Buyer within 3 (three) Banking Days of the demand, provided however that Seller may in its sole discretion permit an extended period of up to 90 (ninety) days from the date of the Contract in which initial Account set-up may be established with the Registry by Buyer for itself and if applicable for the third party.
• In the event that the Seller fails to make a Transfer to the Buyer’s Account of part or all of the EUAs on or before the Delivery Date and to the extent such failure is not caused or contributed by Buyer and if such failure remains unremedied after Buyer providing 10 (ten) Banking Days’ notice to Seller, the Buyer may terminate the Contract and the Buyer shall in such event as a sole remedy be entitled to demand payment by the Seller of the Buyer’s Replacement Cost, such payment to be made within 3 (three) Banking Days of the date of such demand.

ANNEX B – LNG TERMS

This Annex B sets out the terms and conditions of sale of LNG (the “LNG Terms”) which shall apply to all Contracts for sale of LNG entered into by the Sellers. These LNG Terms are supplementary to and to be read in conjunction with the GENERAL T&Cs whenever there is a Contract for the sale of LNG. In the event of a conflict of terms between the GENERAL T&Cs and these LNG Terms, the latter shall prevail but only to the extent needed to resolve the conflict.

1. Definitions and Terms

• In these LNG Terms, capitalised but undefined words used shall have the meaning assigned to them in the GENERAL T&Cs or, if no meaning assigned in the STANDARD TERMS, then the meaning assigned to them in the Directive. In the event of any conflict between these Terms and the STANDARD TERMS, the provisions of these Terms shall apply but in respect of the conflicting provisions only. In addition, the following words are hereby defined:

“Compatibility Assessment”: means assessment of compatibility between the Supply barge and the Vessel, which shall include in particular mooring, fenders, LNG transfer system, LNG bunker station configuration, crane reach, boil off gas management, protrusions, bunkering safety link for emergency shut down and communications.

“LNG”: means the LNG as specified in the Order Confirmation and any other auxiliary goods or services as stated in the Order Confirmation.

“Shortfall Quantity”: shall have the meaning set out in Clause 5.8.

“Supplier”: Means the physical supplier operating the Supply barge and physically delivering the LNG to the Vessel.

2. Quality

• The Buyer shall have the sole responsibility of the nomination of LNG requested for the Vessel. Save as set out under Clause 3(b), the Seller excludes any express or implied warranties as to the fitness for any purpose, stability or compatibility of the LNG and the Seller provides no warranties in relation to the quality of LNG, save that the LNG shall be of such commercial grade as generally offered by Supplier to its customers. Any information regarding the LNG provided by Seller in data sheets, certificate of analysis or otherwise is only indicative and approximate.
• The LNG supplied pursuant to each Contract shall, where a specification is stated in the Order Confirmation, be in accordance with the specification stated in the Order Confirmation. Where a specification is not stated in the Order Confirmation or an indicative only specification is stated in the Order Confirmation, the LNG supplied under each Contract shall be supplied on an “as is” basis.

3. Quantity and quality determination

• The quantity of LNG delivered by the Seller to the Buyer shall be established according to the certified and approved custody transfer systems on the Supply barge which shall be conclusive evidence of the quantities delivered and shall be recorded in the Bunker Delivery Note which the representative of the Buyer shall be invited to sign. If the Supply barge does not have a certified and approved custody transfer system, the quantity shall be determined in accordance with the Supplier’s standard practices. The Bunker Delivery Note shall be binding evidence of the quantity delivered, regardless of the Buyer’s failure to sign the same. Measurements by any other means shall not be binding on the Seller.
• The Buyer may request that an Independent Surveyor to supervise the measurement of the quantity of LNG by the certified and approved custody transfer systems on the Supply barge and shall issue his survey report on this basis. The Buyer shall pay the Independent Surveyor’s costs and expenses in relation to the supervision of the measurements of the quantity of LNG delivered. The quantity of LNG delivered shall be the quantity specified in the Order Confirmation with a tolerance at Seller’s option of +/- 5 % of the quantity specified.
• The quality of the LNG delivered to the Vessel shall be determined by the reading of the on- line gas chromatograph on the Supply barge, or if such is not available in accordance with the measurement and testing principles and practices of the Supplier.

4. Compatibility

• The Buyer is responsible for the compatibility between the Vessel and the Supply barge. To the extent that a Compatibility Assessment is required by the Supplier, the Buyer shall provide to the Seller, on a timely basis, with all reasonably necessary information required by the Supplier for the purpose of the Compatibility Assessment. The Buyer warrant that all information provided for the purpose of the Compatibility Assessment shall be correct and accurate, and the Buyer shall be solely responsible for compatibility between the Vessel and the Supply barge, including but not limited to communication systems, connections, emergency shutdown arrangements and mooring equipment, as a result of the information provided to the Seller for the Compatibility Assessment.
• To the extent that a Compatibility Assessment has been made covering the Vessel and the Supply barge, the Buyer shall in good time prior to the formation of the Contract inform the Seller of any circumstances (including, without limitation, a subsequent change to the Vessel), which may impact the Compatibility Assessment or be otherwise relevant for the purposes of a LNG Delivery.
• Notwithstanding the foregoing, the Buyer shall conduct its own Compatibility Assessment and shall be solely responsibility for the compatibility between the Vessel and the Supply barge, including but not limited to communication systems, connections, emergency shutdown arrangements and mooring equipment. Where the Supply barge and the Vessel are found to be incompatible by the Supplier or the Buyer, each Party shall inform the other of the results of its Compatibility Assessment and work in good faith to achieve compatibility between the vessels. If the incompatibilities detected cannot be resolved which means delivery of LNG to the Vessel under the Contract would not, in the Seller’s opinion, acting reasonably, be possible, then the Seller shall not be obliged to perform the delivery and shall be entitled in its sole discretion to terminate the Contract with immediate effect upon notice to the Buyer and claim damages in accordance with Clause 5.7.

5. Delivery of LNG

• If the Buyer fail to make the Vessel ready to take delivery of the LNG within the Delivery Window, the Seller may in its sole option (i) agree to a new Delivery Time with any price and cost adjustment, or (2) terminate the Contract with immediate effect upon notice to the Buyer and claim damages in accordance with Clause 5.7.
• Seller has the right to deliver LNG to Vessels on a first come, first serve basis or as per Seller’s schedule and no guarantee of the time or rate of delivery is given by the Seller and Seller shall not be liable for any costs or losses, loss of time, loss of hire, or loss of schedule arising from any delay whatsoever. Where delivery is required outside normal working hours and is permitted by applicable regulations, Buyer will pay all overtime and extra expenses incurred.
• The Buyer warrants at the time of delivery that the Vessel: (i) can safely receive the LNG; (ii) that the Vessel at the commencement and throughout the delivery is cold and ready to receive safely the LNG and at no point warmer than minus one hundred and forty degrees Celsius (-140⁰C) at the tank level for normal bunkering operations, and (iii) has all the certificates required to comply with all relevant regulations and applicable international standards relating to the delivery of the LNG at the delivery location.
• The Buyer shall be responsible for: (i) providing a free side of the Vessel for the delivery; (ii) providing safe passage between the Vessel and the Bunker Tanker, and a safe means of access to the equipment for the receipt of the LNG; (iii) making all connections and disconnections between the delivery hose(s) and the Vessel’s intake pipe and shall ensure the hose(s) are properly secured to the Vessel’s manifold prior to commencement of delivery; (iv) providing safe reception of the full quantity of the LNG contracted for without risk to the Seller, any agent, employee or the Supplier or to the property of any such party; (v) providing reasonable assistance of qualified staff to secure the Vessel moorings.
• The Buyer shall at all times comply with all reasonable logistical, operational and safety requirements of the Seller. If in the Seller’s opinion the Buyer does not comply with Clauses 6 (f) or (g) and the Vessel cannot safely receive the LNG at the agreed time or the Buyer and/or the Vessel is not acting in compliance with MARPOL Annex VI, or any other applicable laws, regulations or international standards, the Seller has the option to either: (i) suspend the delivery until, in the Seller’s opinion, the Vessel can safely receive the LNG and/ or is in compliance with MARPOL Annex VI or any other applicable laws, regulations or international standards; and/ or (ii) cancel the delivery and terminate the Contract.
• In the event the Seller suspends a delivery in accordance with clause 5.5 (i), then in each case the Seller shall not be obliged to perform the delivery and shall be entitled in its sole discretion (i) amend the price set out in the applicable Order Confirmation to take account of increased or additional costs, including but not limited to any increase in delivery costs and/or prevailing market prices, and (ii) the Demurrage Rate.
• In the event the Seller terminates the Contract in accordance with clauses 5.5(ii), then in each case (without prejudice to any other rights or remedies which the Seller has under the Contract or at law) the Buyer shall indemnify and keep indemnified the Seller for any and all direct or indirect or consequential losses incurred by the Seller resulting from such purported cancellation, termination or failure, including but not limited to:

1. any liability incurred to any third party;
2. any difference in price between the Contract price and the market price at the delivery location on the date of such purported cancellation, termination or failure;

• losses, costs and damages associated with terminating, liquidating, obtaining or re-establishing any hedging arrangement, derivative transactions or related trading position;

1. costs of selling any undelivered LNG including any losses due to boil off while awaiting replacement sale;
2. additional operational expenses such as pump-back fees, inspection charges and storage; and
3. cost of time lost for the Supplier.

• If the Seller fails to deliver, in whole or in part, the quantities of the LNG as specified in the Order Confirmation (such quantity which the Seller fails to deliver being the “Shortfall Quantity“) for reasons other than delay on the part of the Supplier, a Force Majeure Event, the fault of the Buyer or the Vessel (including any breach by the Buyer of its obligations under the Contract), or adverse weather conditions, then the Buyer and the Seller shall use all reasonable endeavours to reschedule the delivery of the Shortfall Quantity. If it is not possible to so reschedule, the Seller shall have a reasonable time to arrange a replacement delivery of the Shortfall Quantity with a Compliant Fuel instead of LNG (converted for energy density where applicable), always provided that Seller’s costs shall not exceed 110% of the Price of the Shortfall Quantity as stated in the Conformation Note.
• If, for any reason other than (i) Force Majeure, or (ii) reasons attributable to the Seller the Buyer cancels the delivery or fails to take delivery in full or in part of the quantity of LNG nominated in the Order Confirmation, the Buyer shall , the Seller shall be entitled to a compensation to a maximum of an amount equal to the contract quantity not taken multiplied with the Price plus the reasonable, direct and documented costs caused by such cancellation.

6. Incorporation of Supplier’s Terms
   • The Seller will in all cases source the LNG from a third party Supplier. The terms and conditions of the sale and purchase contract between the Seller and the Supplier (the “Supplier Terms”) shall be deemed to be incorporated into the Contract only to the extent expressly set out in this Clause 2 and the Buyer shall be deemed to have read, accepted and be bound by the applicable provisions within the Supplier Terms as if it were the buyer, and the Seller was the seller, under such Supplier Terms.
   • If the Supply Terms contain:

1. a shorter time limit for the doing of any act (other than termination of the Contract), or the notification of any claim, then such shorter time limit shall be deemed incorporated mutatis mutandis into these LNG Terms;
2. different measurement or quality determination procedures in relation to the LNG being delivered pursuant to the Contract, then such measurement or quality determination procedures shall be incorporated into these LNG Terms;

• any exclusion of liability provision, then such provision shall be deemed incorporated mutatis mutandis into these LNG Terms, providing it only applies to further limit or exclude the liability of the Seller; and

1. any greater tolerance relating to quantity of the LNG to be delivered, then such tolerance shall be incorporated mutatis mutandis into these LNG Terms.

• A copy of the relevant provisions from the Supplier Terms that are deemed to be incorporated into the Contract shall be made available to the Buyer by the Seller upon request.