INTEGR8 FUELS INC.
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (“GTC”) shall apply to all deliveries contracted where Integr8 Fuels Inc. act as seller, unless expressly stated otherwise in the Confirmation Note.
Throughout this GTC, except where the context otherwise requires, the following definitions shall be applied:
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Singapore and (in relation only to any payment in US dollars) New York.
“Buyer” means the company(ies) named in the Confirmation Note buying the Products on their own behalf under a Contract with the Seller and shall include its servants, agents and designated representatives and the registered owner of the Vessel to which bunkers are being supplied, its charterers and/or managers and/or operators and/or the buyer of the Vessel on whose behalf the company(ies) named in the Sales Confirmation is acting;
“Confirmation Note” means the document (issued by the Seller unless otherwise mutually agreed by the parties) stating the agreement made between the Seller and the Buyer in respect of the supply of Products;
“Contract” means, in respect of each supply of Products by the Seller, the Confirmation Note, the GTC, the Supplier’s Terms and Conditions and any other documents referred to therein;
“Due Date” means the day payment shall be credited to the Seller’s account and the Seller receives interest from same date;
“Product delivery receipt” means the document where the Vessel’s representative signs as a confirmation of volumes/quantities received in respect of Products supplied under a Contract;
“Products” means bunkers, derived from crude oil and/or lubricants, i.e. lubricating oils, greases and other marine lubricating products, delivered or to be delivered to the Vessel;
“Seller” means the party contracting to sell the Products, i.e. Integr8 Fuels Inc.;
“Supplier” means the party contracting to sell the Product to the Seller;
“Supplier’s Terms and Conditions” means the terms and conditions of the Supplier under which the Products are sold to the Seller (including their general terms and conditions and the Product delivery receipt); and
“Vessel” means the ship or vessel(s) nominated to take delivery or taking delivery or having taken delivery of the Products under a Contract on behalf of the Buyer for which Products are to be, have been or arranged to be delivered by the Seller.
All terms and conditions relating to the quality, quantity, risk, sampling, mode and time of delivery of the Products supplied hereunder (including but not limited to any provisions regarding Buyer delay and/or cancellation), liquidated damages and other claims from suppliers, force majeure and termination by default shall be in accordance with the Supplier’s Terms and Conditions. All terms, conditions and warranties whether made by the Seller or its servants or agents or otherwise (other than those express warranties made by the Supplier’s Terms and Conditions) relating to the matters referred to above in this clause 2 are excluded.
3. Supplier’s Terms and Conditions
The Supplier’s Terms and Conditions under which the Products supplied hereunder were sold and/or supplied to Seller are available for inspection at the head office of the Seller and the Seller undertakes to supply a true copy of the Supplier’s Terms and Conditions upon the written request of the Buyer delivered by post, fax or e-mail to Seller’s head office.
4.1- The price of the Products supplied shall be in the amount per unit and currency expressed and stated in the Confirmation Note for each grade of the Products delivered. Delivery terms are as stated in the Confirmation Note. In the event the price is quoted in volume units, conversion to standard volume shall be calculated in accordance with the ISO-ASTM-API-IP Petroleum Measurement Tables.
4.2 – Any and all additional charges, if applicable, shall be specified in the Seller’s quotation and in the Confirmation Note and shall include but not be limited to:
- Barging charges and other similar charges.
- Overtime, port dues or mooring charges incurred by the Seller which are for the Buyer’s account.
- Taxes, duties, charges or other cost in the country where the delivery takes place, for which the Seller is accountable, but which are for the Buyer’s account.
- Any extra costs arising out of and/or incurred in connection with deliveries made on Saturdays, Sundays and Public Holidays, and outside of normal working hours.
5.1- Payment for the Products shall be made by the Buyer within 30 days and with value date not later than the Due Date or, if otherwise agreed, within the number of days stated in the Confirmation Note. In the event payment has been made in advance of the delivery, same shall be adjusted on the basis of the actual quantities of Products supplied and additional payment and/or refund shall be made within 30 days after the completion of the delivery. Payment shall be made in full without set-off, counterclaim, deduction and/or discount, free of bank charges.
5.2- Payment shall be deemed to have been made on the date the payment is credited to the account in the bank designated by the Seller. If Due Date falls on a non-Business Day, then payment shall be made on or before the Business Day nearest to the Due Date. If the preceding and succeeding Business Day is equally near to the Due Date, then payment shall be made on or before the preceding Business Day. Any delay in payment and/or refund shall entitle either party to interest at the rate of 2 per cent per month pro rata. Such default interest shall be compounded on a monthly basis for so long as amounts remain outstanding. In the event of non-payment, the Seller reserves the right to pursue such legal remedies as may be available to them to recover the amount owed. If the Seller receives a payment that is insufficient to discharge all the amounts then due and payable by the Buyer under these GTCs, the Seller shall apply that payment in settlement of the obligations of the Buyer in the order determined by the Seller in its absolute discretion.
5.3- If the Buyer’s credit is deemed by the Seller to be impaired or unsatisfactory, the Seller may (without prejudice to its other rights) require the Buyer at the Seller’s option either to pay cash before delivery, or to provide security satisfactory to the Seller. In the event of failure by the Buyer to comply with the Seller’s requirement, the Seller shall have no obligation to make delivery and may terminate the Contract by giving notice to this effect to the Buyer.
(i) the Buyer is in default of any of its obligations under the Contract or any other contract between the Seller and the Buyer; or
(ii) any subsidiary, parent, associate, related or affiliate company of the Buyer is in default of any of its obligations under any contract between the Seller and such subsidiary, parent, associate, related or affiliate company of the Buyer; or
(iii) the Buyer’s financial condition, or that of a subsidiary, parent, associate, related or affiliate company of the Buyer, in the Seller’s sole opinion becomes impaired; or
(iv) the Buyer or a subsidiary, parent, associate, related or affiliate company of the Buyer is insolvent and/or is subject to debt negotiations, bankruptcy, liquidation, administration, dissolution and/or similar proceedings and/or is unable to or admits its inability to pay its debts as they fall due,
then any and all postponed or deferred payment obligations of the Buyer under this Contract (including, without limitation, those under Clause 5.1) including interest thereon, shall become immediately due and payable and all grace periods which applied to such payment obligations shall become null and void. Furthermore the Seller reserves the right to offset such accelerated payment obligations of the Buyer against any debts due to the Buyer or its subsidiary, parent, associate, related or affiliate company. Exercise of any such rights shall be without prejudice to the Seller’s rights to recover damages or losses sustained and resulting from any default by the Buyer and the Seller shall have the right to suspend and/or to cancel deliveries hereunder.
6.1- The Seller warrants that it has good title to the Products supplied hereunder. Title to the Products supplied shall pass to the Buyer upon payment for the invoiced amount of the Products delivered, pursuant to the terms of the Payment clause hereof. Until such payment is made, on behalf of themselves and the Vessel, the Buyer agrees that they are in possession of the Products solely as Bailee for the Seller, as the Seller holds retention of title to the Products as purchase money security interest until full payment is received. If, prior to payment, the Seller’s Products are commingled with other products on board the Vessel, title to the Products shall remain with the Seller corresponding to the quantity of the Products supplied.
6.2- Clause 6.1 is without prejudice to such rights as the Seller may have to enforce its right of lien against ships or to otherwise obtain security by seizure, attachment or arrest of assets under these GTC and the laws of the governing jurisdiction of these GTC against the Buyer or the Vessel in the event of non-payment.
7.1- Deliveries of Products hereunder are made not only on the credit of the Buyer, but also on the faith and credit of the Vessel which uses the Products and it is agreed that Seller has and may assert a lien against such Vessel corresponding to the value of the supplied Products. Additionally, the Seller will have and may assert a lien for the said value against such Vessel, should the laws applicable at the place of the Seller’s address which is set forth in the end of these GTC and/or at the place of delivery of the Products and/or the place of seizure of such Vessel, grant or recognise a lien for Products delivered to the Vessel. Any and all attorneys’ fees and expenses associated with seizure of the Vessel and its sale shall be for the Buyer’s account. Any additional security measures taken by Seller shall not operate as a waiver of this provision.
7.2- If at any time the price provided under the Contract does not conform to the applicable laws, regulations or orders of a Government or other competent authority, appropriate price adjustments will be made. For the avoidance of doubt, the Buyer shall not be entitled to cancel the effect of the lien by wording on the Product delivery receipt or otherwise.