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General Terms of Sales and Delivery of Bunker Oil
1. VALIDITY These sale and delivery terms are valid for all offers, sales and deliveries unless otherwise agreed in writing. 2. OFFERS Offers become binding as an agreement when the purchaser receives written confirmation from the seller. Until the purchaser's accept of the offer reaches the seller, the seller is entitled to enter into agreements with third parties concerning the offered deliveries thereby voiding the offer. In case the purchaser's accept does not comply with the terms of the offer, the seller is entitled to consider his offer to be reclined. In this case the seller is entitled to enter into agreements with third parties concerning the offered deliveries. 3. PRICES All the prices exclude VAT and taxes of any sort. The purchaser is obliged, until delivery, to accept changes in the price that are a consequence of documented , increased costs for the seller caused by changes in the rate of exchange, customs, taxes, charges, etc. concerning the agreed delivery. 4. PAYMENT 4.1 - Payment shall be made by the purchaser in the agreed currency on the agreed payment date as stated in seller's invoice. The invoice is valid whether mailed, telexed or telefaxed or transferred by other means of communication. The payment shall be made directly to seller's nominated bank and bank account. 4.2 - In the event that payment is not effective on the date of payment, the outstanding amount will bear interest from the payment date with an interest rate of 1.5 % pro month from the due payment date. The interest will accrue and be added to the debt at the beginning of every calendar month. 4.3 - In the event that the seller, in his sole discretion at any time , deems the purchaser's financial situation or legal structure to have changed to the disadvantage of the seller, the seller is entitled to require adequate security for any present or future financial obligation on the part of the purchaser. Likewise, the seller may require prepayment prior to the acceptance of new orders. 5. RETENTION OF TITLE The title to the oil remains with the seller until the full purchase sum is received by the seller. 6. MARITIME LIEN The delivered bunker oil is on the account of the vessel receiving the bunker oil delivery and the purchaser agrees that the seller has a lien on the receiving vessel for the invoiced amount for the above mentioned bunker oil for the ship's future operation. 7. DELIVERY 7.1 - The bunker oil is delivered ex-installation, ex-barge or ex-truck as the case may be and according to agreement. Delivery of the bunker oil shall continue, if the master or the owners of the vessel so requests, during night hours and religious and secular holidays, unless prohibited by laws and regulations applicable in the port of the delivery. 7.2 - Delivery and passing of risk are concluded when the oil has been transferred to the receiving vessel. Pumping in shall take place under supervision from the receiving vessel. 8. PRODUCT INFORMATION 8.1 - It shall be seller's or the seller's supplier's usual commercial quality for bunker oil that is offered to the purchaser at the point in time the delivery takes place or according to submitted specification. The seller does not have any responsibility for the choice of appropriate bunker oil to be used in the vessel to which it is delivered. 8.2 - The seller reserves the right to make changes, without prior notice, in the contracted specifications, if this can take place without substantial disadvantage to the purchaser. 9. DEFICIENCIES AND COMPLAINTS 9.1 - With delivery, the purchaser shall immediately undertake such an examination of the purchase which good business practice requires. 9.2 - The seller shall take two representative samples of each grade of bunker delivered . The purchaser or his accredited representative shall be at liberty to witness the sampling. One sealed sample shall be handed to the master of the receiving vessel and the other retained by the seller or their representative for 30 days from the date of delivery in safe place where they will not deteriorate. At the end of the said 30 days the sample may be discarded unless the purchaser has made a complaint or claim within the said 30 days, in which case the sample will be analysed by a recognised company. 9.3 - The seller's weight and measurements shall be conclusive evidence of the quantities delivered. However, without prejudice to the conclusiveness of the seller's weights and the measurements the purchaser or his accredited representatives shall be at liberty to witness and check such weights and measurements. 9.4 - Every complaint in connection with shortage shall be noted on " Bunker Receipt" immediately at the time of delivery. Every complaint from the purchaser in regards to deficiencies with delivered bunker oil from the seller must be made without ungrounded delay and, at the latest, 30 days from the reception with all necessary details requested by seller for a satisfactory investigation of the deficiency. In the event that the purchaser has discovered or should have discovered the deficiency, and he does not complain as stated, he can not, at a later time, claim damages for the deficiency. 10. LIMITS OF LIABILITY 10.1 - With respect of section 12 the seller is not responsible for damages to the receiving vessel or for injuries to persons on board the vessel. In the event that it is established that the seller, through gross negligence, has delivered bunker oil that does not live up to the quality sold, the seller is responsible for the thereby caused and documented loss. The responsibility is, however, limited to the expenses of repair of machine parts. With repairs there shall be, in compensation, subtracted 10% of the invoice value of the spareparts for each begun year the concerned part has been in use. 10.2 - The seller is not responsible for purchaser's waiting time, loss of time or lost income or other indirect losses caused by delivery of bunker oil beyond the agreed time frame unless proven to be due to gross negligence on the part of the seller or his personal. 11. RETURNING The deliveries are not returnable to the seller unless a specific agreement is reached prior to returning. 12. PRODUCT LIABILITY 12.1 - Product liability is governed at all times by Danish Law and can not be subject to rules of any other jurisdiction. Save as provided in non-derogatable Danish legislation on product liability applying to the seller, the seller undertakes no liability for personal injury or property damages and then only to the extent provided for in such legislation. 12.2 - Damages to property belonging to the purchaser or third parties caused by defective deliveries from the seller is only covered by the seller's liability if proven to be due to gross negligence on the part of seller or his personal. The seller is in no case liable for any consequential damages or losses, indirect damages or losses, loss of business profits and the like. 12.3 - The seller's liability can in no case exceed the sums covered by the product liability insurance of seller. 13. ASSIGNMENT The seller is entitled to assign all rights and obligations in reference to the delivery agreement with the purchaser to a third party. 14. ENVIRONMENTAL PROTECTION 14.1 - If there, with the reception of bunker oil, occurs a spill, the purchaser and the seller, together, are obligated to co-ordinate their efforts to limit the damage as much as possible, regardless if the one party, establishes that the other party is responsible for the accident. Positive outlays for fighting of pollution are borne equally between the parties, until the degree of responsibility on both sides is established by agreement or in court of law. Half repayment for disbursed amount is due on demand. 14.2 - Should third parties, including public authorities, hold one or the other or both jointly responsible for a pollution claim, the settlement, internally, shall take place according to an evaluation of the degree of responsibility. In the event that legal liability can be imposed by means of an objective standard not requiring the complaining party to prove negligence or subjective culpability on the part of the defendants, the loss is borne totally by the purchaser. 15. APPLICABLE LAW AND COMPETENT JURISDICTION Any dispute between the parties shall be settled by the courts of the seller's jurisdiction in Denmark and according to the laws of Denmark. The Danish law shall also govern questions on the formal procedure of, and time terms applied to, the examination of deliveries, notices on such examination and the measures to be implemented in case of rejection of the deliveries. The language to be used in case of litigation shall be Danish. The United Nations Convention on Contracts for the International Sale of Goods (CIGS) shall not apply to the legal relations of the parties. |
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