Bunker & Lubricant Traders

General Terms and Conditions

General Terms and Conditions for Petroleum Product Purchases and Sales

Definitions

Unless otherwise specified, the following terms shall have the meanings set out below:

Abatement Technology: any device, material, equipment, fitting, or compliance method adopted by the Vessel as an alternative means of meeting its obligations under Regulation 4 of MARPOL Annex VI.
Agent: any entity designated by the Client/BUYER to act on its behalf and/or on behalf of the Vessel and/or the Vessel’s Beneficial Owners, Operators, or Managers.
Bunker Delivery Receipt/Note – BDR/BDN: the official document issued by the SELLER, its representative, or the physical supplier at the point of delivery, describing the quantities and specifications of the Product supplied to the
Vessel.
BUYER: the party identified in the Confirmation as responsible for purchasing the Product. By accepting the Confirmation, the BUYER shall be deemed to include the Vessel Owner, Beneficial Owner, Master, Ship Manager, Operator, and/or Charterer of the Vessel.
Incoterms: the most recent set of international commercial terms published by the International Chamber of Commerce.
Marine Fuels: products derived from crude oil, mineral or synthetic lubricants, greases, or other petroleum-based materials, as further described in the applicable Confirmation.
MARPOL Annex VI: RESOLUTION MEPC.176(58) as amended, including revisions to the International Convention for the Prevention of Pollution from Ships (Revised MARPOL Annex VI).
Order Confirmation: the written confirmation issued by the SELLER to the BUYER specifying the details and supplementary terms of the Contract for the supply of bunkers.
SELLER: Overseas Energies S.L.U. or the party obligated to supply the Product under the Contract.
Supply Date: the date or date range stated in the Confirmation for delivery of Marine Fuels.
Vessel: the nominated marine vessel designated by the BUYER to receive Marine Fuels from the Physical Supplier, as set out in the Confirmation.

Applicability

These Terms and Conditions together with the applicable Confirmation constitute the contract (“Contract”) under which the SELLER agrees to supply Marine Fuels and the BUYER agrees to accept and pay for them. The BUYER expressly acknowledges that a debt obligation arises upon delivery, regardless of invoice issuance.

These Terms apply to all quotations, offers, orders, services, and subsequent agreements unless explicitly varied in writing by OVERSEAS ENERGIES S.L.U.

If any provision of these Terms is deemed invalid, the remainder shall continue in full force.

Amendments may only be made through written agreement of both Parties.

Each Contract constitutes the entire agreement between the Parties regarding the relevant supply. In case of conflict, the Confirmation prevails.

Where SELLER is not the Physical Supplier, the conditions governing the SELLER–Physical Supplier relationship shall be deemed incorporated for the benefit of the SELLER to the extent they extend protection or limit liability.

Order Confirmation

A binding Contract is formed only when the SELLER issues the Order Confirmation. These Terms apply whether or not expressly referenced in the Confirmation.

The SELLER shall only issue a Confirmation:

3.2.1. At its sole discretion; and
3.2.2. Upon receiving from the BUYER a written Nomination containing all required delivery information.

The Nomination must contain the vessel’s name, IMO number, delivery port, ETA/ETD, grades, quantities, Sulphur limits, delivery method, and any vessel- specific limitations. The BUYER must also provide agent contact details. The
Nomination is accepted once the SELLER issues the Order Confirmation.

Agents acting for the BUYER or on behalf of undisclosed principals shall be jointly and severally liable as principals for all BUYER obligations. Brokered orders bind the SELLER only once the SELLER confirms the broker’s authority.

All Product requests are deemed to originate from the Vessel’s Master, and related charges constitute a primary lien on the Vessel.

Any errors in the Confirmation must be reported immediately.

Payment obligations are as stated in the Contract. Supporting delivery documents may be provided but are not a condition for payment.

Offered prices are based on taxes, duties, costs, and supply conditions at the time of the Agreement. Any subsequent change affecting price or supply cost may be charged to the BUYER with reasonable notice and after the SELLER becomes aware of them.

Payment

Subject to Clause 4.2, full payment for the products set out in the order confirmation are due immediately upon delivery of the Products or in all other cases immediately upon the issuance of the invoice.

The SELLER may grant credit deferring payment, in which case the credit period shall be stated in the Order Confirmation. The granting of credit is at the SELLER’s discretion and may be withdrawn at any time. The SELLER can demand immediate payment they have reason to alter their assessment of the credit risk. Withdrawal of credit shall be notified in written form, and the SELLER need not provide reasons. Where the SELLER withdraws credit before delivery of Products, then the SELLER may withhold delivery until payment of the Price or alternatively the SELLER may cancel the order, without recourse by the BUYER. Any cost borne from the cancellation is treated like a cancellation governed by the Terms and Conditions.

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).

The price of the Marine Fuels excludes, and the BUYER shall be liable to pay, all additional costs incurred in connection to the delivery. This includes but is not limited to: Taxes, Duties, or other charges leviable in the delivery location; and delivery costs applicable for the date of delivery including Mooring fees, Wharfage fees, barging fees, Barge demurrage, provision of additional hoses and the use of oil pollution control equipment, in each case, as determined at the sole discretion of the SELLER.

Payment shall be made in the currency as set out in the Confirmation. The SELLER shall be entitled to adjust the sale price when there may be any variation or fluctuation in the currency stated on the invoice between the date of confirmation of purchase and the date on which the invoice is actually paid by the BUYER. This difference shall be calculated in accordance with the official currency exchange rates of the Bank of Spain. Once the BUYER has been officially notified of the currency fluctuation difference, the BUYER shall be obliged to pay the corresponding additional amount to the seller.

Payment must be made by a recognized bank through telegraphic transfer to the Designated bank account stated on the invoice. If the payment is made to any other Bank Account, the BUYER shall not be released from its obligation to make a payment to the SELLER. All payments shall be made net of transfer charges, which shall be for the BUYER’s account.

All sums payable according to a Contract for Products delivered to a Vessel shall constitute a lien on the Vessel.

Payment shall be considered to have been made on the date when the SELLER has received the full payment, and when it is available to the SELLER in their nominated bank account. 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.

The BUYER shall not be entitled to insist on receipt of the BDR before making the payment, but the SELLER shall nevertheless use reasonable endeavors to provide a BDR with its invoice. In any case, the SELLER will provide an electronic PDF copy of the original invoice and the BDR due for payment.

Any delay in payment of the full sum due, shall entitle the SELLER to claim interests at the rate of 5 (five point five) per cent per month (compounded monthly for each month (or part thereof) of non-payment) without prejudice, to any rights orremedies available to the SELLER. Moreover, the SELLER holds the full right to involve internal and external legal assistance and to charge those costs for same
against the BUYER.

Payments made by the BUYER shall always be credited in the following order: (1) costs, (2) interest and (3) invoices in their order of age, also if not yet due, or in SELLER’s sole discretion to specify a payment to any such invoice SELLER considers

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.

The SELLER shall be entitled to allocate payments from the BUYER at its sole discretion and regardless of any allocation stipulated by the BUYER. The SELLER shall also be entitled to extinguish claims for compensation, interest, legal fees, or any other sums due from the BUYER in priority to invoices for products provided and regardless of the date that the respective obligations arose.

The SELLER shall be entitled to cancel, at his own discretion and at any time, any confirmed supply when there is evidence that the BUYER is facing insolvency proceedings, financial issues, debts or ship arrest against the BUYER or its assets.

Risk and Property

Risk transfers to the BUYER once the Product passes the SELLER’s flange at the Vessel’s manifold (or Vessel’s rail for lubricants). Title passes only upon full payment.

If the BUYER is not the Vessel Owner, the SELLER may require an Owner’s guarantee. Failure to provide such guarantee allows the SELLER to cancel.

“No-lien” stamps (or any similar notification which could prejudice the SELLER’s rights on any document including the BDN) do not affect the SELLER’s rights in conformity with these Terms and Conditions.

Quality and Sampling

The BUYER bears full responsibility for selecting grades and specifications of Marine Fuels suitable for the Vessel, including assessing compatibility with onboard fuel and ensuring safe operation.

The SELLER warrants that Marine Fuels shall be homogeneous, stable, and conform to the agreed specifications stated in the Confirmation. All other warranties, express or implied, including fitness for purpose, are excluded.

Any information on typical bunker characteristics at a delivery location is indicative only and not a specification.

Delivered Product is subject to inspection prior to delivery. Payment is not conditional upon such inspection, nor does payment constitute acceptance. If the Product fails to meet minimum contractual specifications; the receiving party may reject or accept it with a mutually agreed price adjustment.

Sampling Procedures:

6.5.1. 6.5.1. The SELLER shall request the BUYER or its representative to witness sampling. A primary sample shall be taken at a point determined by the SELLER, closest to the barge manifold, following IMO Resolution MEPC.182(59). Four identical samples shall be divided, with one MARPOL sample retained on board the Vessel. Absence of BUYER representatives does not invalidate the samples.

6.5.2. Samples shall be sealed and labelled with Vessel name, delivery facility, product type, date, sampling point, and seal number. Only these samples constitute valid evidence of fuel quality.

6.5.3. Two sealed samples are retained by the SELLER for 45 days; two remain onboard the Vessel (including the MARPOL sample).

6.5.4. If multiple barges supply Product, sampling is repeated for each.

6.5.5. Alleged defects must be notified immediately upon discovery. Formal written claims must be received within 14 days of delivery, failing which claims are waived.

Claims are to be settled separately from payment obligations, which must be honored in full.

In case of a quality dispute, the Parties shall refer the matter to an independent laboratory mutually agreed or, failing that, appointed by the SELLER. Testing shall follow ISO 8217 parameters only. All costs, including legal fees, are borne by the BUYER if the claim is unsubstantiated.

BUYERs considering de-bunkering must first seek SELLER’s written authorization and cooperate fully. Any unilateral action results in BUYER assuming all resulting costs and liabilities.

BUYER must mitigate losses by treating the fuel where possible (e.g., additives, heating). SELLER may cover mitigation costs above USD 1,000 but no more than USD 10,000.

Quantity and Measurement

Quantities are measured from official gauges, manual soundings, or meters of the supplying barge or terminal.

SELLER shall allow BUYER to witness measurements. Absence of the BUYER does not affect measurement validity.

Quantities are calculated per ISO–ASTM–API–IP Petroleum Measurement Tables.

ELLER may supply within ±5% of the confirmed quantity, which the BUYER accepts with price adjusted accordingly.

BUYER waives shortage claims unless written notice is given at the time of supply to both terminal operator and SELLER.

Quantity claims must be supported by an L.O.P. (Letter of Protest) and full documentation within seven (7) days of delivery, or they are waived.

Delivery, Amended Delivery and Cancellation

Deliveries follow EXW INCOTERMS unless otherwise stated. SELLER may require shifting of the Vessel or use additional barges.

BUYER is responsible for hose connections and ensuring sufficient tank capacity.

The Vessel’s Master or agent must give at least four (4) working days’ notice of readiness.

If the Vessel misses the Supply Date, SELLER may:

8.4.1. Deliver at a new date at original price plus additional costs; or

8.4.2. Agree a new price based on a new supply date; or

8.4.3. Cancel the Contract.

If cancelled for any reason, including BUYER’s cancellation or non-compliance, BUYER must reimburse:

8.5.1. Third-party charges (including Physical Supplier costs)

8.5.2. Market–Contract price differentials

8.5.3. Losses from hedging or derivative unwinding

8.5.4. Costs for resale of undelivered fuel

8.5.5. Pump-back, storage, inspection, and similar expenses

8.5.6. Demurrage

Deliveries outside normal working hours incur additional BUYER charges.

SELLER does not warrant safety of delivery locations.

BUYER must ensure Vessel compliance with laws, port rules, and required certificates, and instruct Master on:

8.8.1. 8.8.1. SELLER’s Terms and Conditions

8.8.2. Allowable pumping rates and emergency shutdown procedures

8.8.3. 8.8.3. Required delivery certificates

8.8.4. P&I and H&M insurance requirements. BUYER must guarantee that required and valid P&I and H&M insurances are in place at the moment of the delivery to cover any potential liability that may arise out of the supply of the product.
Any liability arising for not having valid P&I and H&M insurances shall be for the BUYER’s sole account.

BUYER must obtain all required permits. Failure allows SELLER to cancel with full BUYER liability for resulting damages.

SELLER is not liable for delays due to weather, congestion, prior commitments, or circumstances outside its control.

In ship-to-ship transfers, the BUYER must resolve barge contact damage directly with the barge owners; SELLER is not liable.

Lightering and related charges are for BUYER’s account, including mooring, unmooring, and port dues.

Failure to take delivery in full results in BUYER liability for all losses and expenses.

SELLER is not liable for loss caused by supply shortage, under-performance of physical supplier, or other uncontrollable factors.

BUYER shall indemnify SELLER for all damage caused by BUYER personnel during delivery operations.

SELLER may appoint a port agent on BUYER’s behalf if needed; BUYER is jointly liable for all fees and expenses.

Delays caused by either Party entitle the other to compensation for actual losses.

Delay claims must be submitted with full documents within seven (7) days.

All BUYER claims are time-barred unless arbitration begins within six (6) months of delivery.

Pollution Prevention and Responsability

BUYER must comply with pollution, environmental, safety, and trading laws. BUYER indemnifies SELLER for all resulting penalties, cleanup costs, or losses.

BUYER must provide the Vessel with all necessary safety and environmental information (including MSDS).

SELLER is not liable for losses resulting from inherent product hazards where BUYER fails to consider such risks.

Vessel must comply with all pollution-related financial responsibility requirements.

In case of spills, BUYER and Vessel must immediately act to mitigate damage. SELLER may intervene at BUYER’s expense unless solely caused by SELLER’s negligence.

Under no circumstances shall the SELLER be liable for indirect losses, loss of profits, consequential damages or any third-party claims arising from the delivery of the products supplied.

Confidentiality

Neither Party may disclose confidential information except with consent or as required by law.

Parties must prevent unauthorized disclosure.

Uncertainty about confidentiality shall be clarified between the Parties.

Required disclosures must be notified to the other Party when legally permissible.

Information is not confidential if previously known, publicly available, or lawfully obtained from third parties.

Confidentiality obligations survive termination.

Force Majeure

Neither Party is liable for failure to perform (except payment obligations) where prevented by government action, war, labour disputes, fires, floods, acts of God, supply disruption, facility breakdown, or similar causes beyond their control.

SELLER may increase price where uncontrollable external factors raise supply costs, including currency fluctuations, taxes, or regulatory changes.

Sanctions Compliance

“Sanctions Laws” means any sanction, prohibition or restriction imposed by the United Nations, the European Union, the United Kingdom, or the United States of America, including but not limited to the US Department of the Treasury Office of Foreign Asset Control (“OFAC”), the OFAC Specially Designated Nationals or Blocked Persons List (SDN) and the US Department of State.

The BUYERs and the SELLERs both warrant that at the time of entering into the Contract and continuing until the delivery of the Marine Fuels and payment by the BUYERs to the SELLERs in full;

12.2.1. neither Party is subject to any of the Sanction Laws referred to in the Sanctions Laws Clause, which prohibit or renders unlawful any performance under the Contract;

12.2.2. the SELLERs are selling, and the BUYERs are purchasing the Marine Fuels as principals and not as agent, trustee, or nominee of any person with whom transactions are prohibited or restricted under the Sanction Laws Clause.

Governing Law and Jurisdiction

Spanish law governs all matters arising under these Terms, excluding any conflicting international regulations.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply and is expressly excluded from this Agreement.

Disputes fall under exclusive jurisdiction of the courts of Tarragona, in Catalonia, Spain, unless the SELLER elects to sue in BUYER’s jurisdiction.

In addition to the above clause, 13.3 and in case of breach of contract by the BUYER, the SELLER shall moreover be entitled to take any legal action in any court of law or commence arbitration in any state or country which the SELLER may freely choose and which the SELLER finds relevant to safeguard or exercise the SELLER’s rights in pursuance of this present Agreement. The SELLER shall be entitled to assert its rights of lien or attachment or other rights, whether in law, in equity, or otherwise, in any jurisdiction where the Vessel may be found.

BUYER is deemed to accept these Terms once bunkers are supplied.

Vessel Arrest

For the purpose of vessel arrest for unpaid bunkers, BUYER includes Vessel Owner, Beneficial Owner, Master, Manager, Operator, and Charterer.

The BUYER agrees that the SELLER shall have a maritime lien against the vessel concerning the bunkers supplied to said vessel that have not been paid. The SELLER may take any legal action of procedure against the Vessel and any other vessel or asset beneficially owned or controlled by the BUYER for the amount due for the delivery of the Bunker Fuel and/or lubricants.

BUYER is liable for all SELLER’s legal fees and costs incurred in connection with the vessel arrest and with the recovery of the debt.

Bunker & Lubricant Traders

General Terms and Conditions