GENERAL TERMS AND CONDITIONS.

APPLICABLE TO SALES OF MARINE FUELS.

Edition July 2020 (Expired version of General Terms and Conditions is available upon request)

It is agreed on the date shown in the Sales Contract between the party named as the Seller and the party named as the Buyer, that the Seller shall sell and deliver to the nominated Vessel and the Buyer shall purchase the Marine Fuels (as defined hereunder) under the following terms and conditions, hereunder designed as General Terms and Conditions: Marginal headings used hereinafter are for identification purposes only and shall not be deemed to be part hereof or be taken into consideration in the interpretation or construction of these General Terms and Conditions. Unless the General Terms and Conditions otherwise require, any words denoting the singular shall include the plural and vice-versa.

1. Definitions

Throughout these General Terms and Conditions and the Sales Contract, save where the context otherwise requires, the following definitions shall be applied:

"Marine Fuels" means products, derived from crude oil, delivered or to be delivered to the Vessel.

"Seller" means the entity of Unigroup Marine Fuels group of companies contracting to sell and deliver Marine Fuels.

"Buyer" means the party contracting to purchase, take delivery of and pay for the Marine Fuels.

"Vessel" means the vessel to which the Marine fuels are physically delivered.

"Sales Contract" means any contract created by acceptance by the Seller of an order placed by the Buyer for Marine fuels. Each delivery constitutes a separate Sales Contract governed by these General Terms and Conditions and any other special conditions which may have been agreed in writing and evidenced by an Order Confirmation. The acceptance of the marine fuel by the vessel is deemed as acceptance of the present Conditions by the Buyer and all associated with the vessel parties. Where there is a conflict between the General Terms and Conditions and any special conditions which may have been agreed in writing in the Sales Contract, the latter shall prevail.

“Order Confirmation” means the written confirmation as issued by the Seller and forwarded to the Buyer to conclude each Sales Contract as specifically negotiated between the Seller and the Buyer.

“Supplier” means any party instructed by or on behalf of the Seller to supply or deliver Marine Fuels

Unigroup Marine Fuels group of companies means UMF Bunker GmbH, UMARINE FUELS DMCC, UMF INTERNATIONAL LTD as well as any of their subsidiaries or affiliates, wherever appropriate.

2. Grades/Quality

a. The Buyer shall have the sole responsibility for the nomination of the grades of Marine Fuels suitable to the Vessel, and shall state the grades required in the Sales Contract.

b. The Seller warrants that the Marine Fuels shall comply with the grades nominated by the Buyer, shall be of satisfactory quality and that their characteristics will correspond to those generally offered in the relevant port of delivery. Unless otherwise agreed and stated in the Sales Contract the Marine Fuels shall be described using ISO Standard 8217:2017 or any subsequent amendment thereof.

c. The Seller can in no circumstances be held responsible for the consequences of the misuse or defective application of any such product, if caused by lack of information or mis-information given by the use or application of any such product.

d. It is the duty of the Buyer to take all reasonable actions, including retention and burning of Marine fuels, in order to eliminate or minimize any costs associated with an off specification or suspected off specification supply. To this end the Buyer shall cooperate with the Seller in achieving the most cost effective solution. If the Buyer removes such Marine fuels without the consent of the Seller, then all such costs shall be for the Buyer’s account.

3. Quantities

a. The quantities of Marine Fuels nominated to be delivered are those stated in the Sales Contract. The tonnage requested by the Vessel shall not fall short or exceed by more than 5% the tonnage so stated without the prior agreement of the Seller.

b. Except where government regulations or local authorities determine otherwise, the quantity of the Bunkers delivered shall be determined solely from the official gauge/sounding of the delivering barge, road wagon, or rail tank car, delivery note for drum deliveries, or by gauging in the Seller’s shore tank or by the Seller’s oil meter, at the Seller’s election. The Buyer may be present or represented by a properly accredited agent when quantity measurements are taken. If the Buyer is not present or represented, the Seller’s determination of quantities shall be deemed to be final and binding on the parties. Quantities calculated from the vessel’s soundings shall not be considered.

4. Measurements

a. Subject to the provisions of Clauses 7 (c) and 10 hereunder the quantities of Marine Fuels shall be determined from the official gauge or meter of the bunkering barge or tank truck effecting delivery or of the shore-tank in case of delivery ex-wharf.

b. The Buyer and the Seller shall both have the right to be present or represented when such measurements are taken and shall be given sufficient information and facilities to verify the quantity delivered. Should the Buyer or his representative fails to avail himself of this right, the quantity delivered, as determined by the Seller, shall be final, conclusive and binding for charging purposes and the Buyer shall be deemed to have waived any and all claims in regard to any variance.

5. Sampling

a. The Seller shall arrange for minimum four (4) identical representative samples of each grade of Marine Fuels to be drawn throughout the entire bunkering operation in the presence of both the Seller and the Buyer or their respective representative.

b. The samples shall be drawn at a point, according to the procedures currently in force at the supply port.

c. The aforementioned samples shall be securely sealed and provided with labels showing the Vessel's name, identity of delivery facility, product name, delivery date and place and seal number, authenticated with the Vessel's stamp and signed by the Seller's representative and the Master of the Vessel or his authorized representative. The seal numbers shall be stated on the Bunker Delivery Receipt. Any eventual samples drawn by the Buyer’s or Vessel’s personnel, either during bunkering or at any later date after bunkering, shall not be valid as evidence. The fact that such samples may eventually bear the signature of personnel on board the barge or tank truck or other delivery conveyance shall have no legal significance as such local personnel has no authority to bind the Seller to different contractual terms.

d. Two (2) samples shall be retained by the Seller for sixty (60) days after delivery of the Marine Fuels, or if requested by the Buyer in writing, for as long as the Buyer reasonably required. The other two (2) samples shall be retained by the receiving Vessel, one of which being dedicated as the MARPOL sample.

e. If the quantity is delivered by more than one bunker barge or tanker or tank truck, the sampling procedure shall be repeated as outlined in this clause 5.

6. Delivery

Delivery shall be executed by Barge’s Operators, named “Supplier” in the Sales Contract.

a. The Marine Fuels shall be delivered to the Vessel at port or place stated in the Sales Contract. Subject to the custom of the port, delivery shall be made day and night, Sundays and holidays included.

b. The Vessel's estimated time of arrival (ETA) shall be as stated in the Sales Contract. The Seller shall be under no obligation to deliver if the Vessel arrives outside the price validity time range as stated in the Sales Contract, or, if no price validity range is stated in the Sales Contract, if the Vessel arrives 5 or more days after the Vessel’s ETA.

c. The Buyer, or his agents (whose names to be advised by the Buyer upon conclusion of the Sales Contract) at the port or place of delivery, shall give the Seller, or his representative at the port or place of delivery, 48 hours approximate and 24-hours definite written notice of arrival and the exact location and time at which deliveries are required, failing which the Seller shall not be liable for any resulting delivery delays.

d. The Marine Fuels shall be delivered:

I. at the Seller’s terminal or

II. by tank trucks or

III. by bunkering barge as stated in the Sales Contract.

e. The Buyer shall ensure that the Vessel is in possession of all certificates required to comply with all relevant regulations pertaining to delivery of the Marine Fuels at the port or place of delivery and shall instruct the Master of the Vessel to:

I. advise the Seller in writing on the Bunker List, prior to delivery, of the maximum allowable pumping rate and pressure and to agree on communication and emergency shut-down procedures;

II. notify the Seller in writing on the Bunker List, 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 Fuels;

III. provide a free side to receive the Marine Fuels and to render all necessary assistance which may reasonably be required to moor or unmoor the delivery barge or to connect or disconnect the delivery hose(s). This connection and disconnection of the hoses is to take place under the sole responsibility of the Buyer.

f. The Vessel shall provide segregated tankage to receive the contracted quantity of Marine Fuels. The Seller shall not be responsible for on board safety or storage failures that may affect the delivery as requested and shall have the right to recover from the Buyer any cost incurred therefrom (see also Clause 10 (b) for quality claims).

g. The Buyer shall be responsible for making all connections and disconnections between the delivery hose(s) and the Vessel’s bunker manifold and to ensure that the hose(s) are properly connected to the Vessel’s bunker manifold prior to the commencement of delivery.

7. Documentation

a. Once the delivery is completed and quantities measured, a Bunker Delivery Receipt (BDR) shall be signed and stamped by the Master of the Vessel or his representative, and returned to the Seller, or his representative, as acknowledgement of the delivery. One (1) duplicate copy shall be retained by the Master of the Vessel. This BDR shall contain the following minimum information:

I. viscosity

II. delivered quantity in volume units

III. density in kg/m3 at 15 0C as per ISO 3675

IV. delivered quantity in metric tons

V. delivery temperature

VI. flash point

VII. pour point

VIII. sulphur content

IX. water content

b. Verification of the information provided under Clause 7(a) may be obtained by analysis of the Vessel's retained sample when granted by the Buyer under Clause 10(b).

c. The Buyer expressly undertakes not to make any endorsement, complaint/comment on the BDR when presented for signature as any endorsement, complaint/comment on the BDR renders this document invalid for the purpose of claiming VAT reimbursement. Should the Buyer or any of its representatives makes any endorsement, complaint or comment on the BDR, the Buyer is fully liable to the Seller for all resulting costs and losses. In the event of complaint/comment on the quantity of Bunkers delivered, the Buyer or the Master of the Vessel shall give to the Seller/Supplier a letter of protest separately, followed by a complaint in detail to the Seller, with full supporting vouchers, in writing within 5 (five) days thereof, failing which shall extinguish any claim by the Buyer, and the Buyer shall be deemed to have expressly waived any such claim against the Seller/Supplier, and the Seller/Supplier’s weight and measurements shall be conclusive evidence of the quantity of Marine Fuels delivered.

8. Price

a. The price of the Marine Fuels shall be on the amount expressed per unit and on the currency stated in the Sales Contract for each grade of Marine Fuels delivered into the Vessel's tanks free on board as applicable and stated in the Sales Contract. The price shall be valid for the time range stated in the Sales Contract, or if no time-range is given in the Sales Contract, within 5 days of the agreed ETA..

b. Should the Vessel not arrive within the determined time range, the Seller has the right to terminate the Sales Contract and Buyer is obligated to pay an indemnity of 1% of the agreed Sale’s price, unless Seller elects to accept the new readiness date as the basis of a new contract for which a new price can be agreed upon with the Buyer.

c. Any and all additional charges, if applicable, shall be specified in the Seller' quotation and in the Sales Contract and shall include but not be limited to:

I. wharfage charges, barging charges or other similar charges;

II. mooring charges or port duties incurred by the Seller which are for the Buyer's account;

III. duties, taxes, charges, freights or other costs in the country where delivery takes place, for which the Seller is accountable but which are for the Buyer's account.

IV. In case of bunker supply in the ports of Russia, bunker supplied shall be utilized outside of Russia territory. Should this condition be overlooked or misjudged, the price for quantity of bunker consumed on the territory of Russia is subject to VAT of 18%. Amount of bunker consumed on the territory of Russia is to be defined by customs authority. Next calling port shall be outside of Russia.

V. Should the Buyer cancel the order without mutually agreed reason, cancelation fee should be 2% of cost of specific volume but in any case minimum $5000 lumpsum.

9. Payment

a. Payment for the Marine Fuels shall be made by the Buyer within 30 days after the completion of delivery (fax or telex invoice is acceptable) unless otherwise agreed in the Sales Contract. In the event payment has been made in advance of delivery, same shall be adjusted on the basis of the actual quantities of Marine Fuels delivered and additional payment/refund, as the case may be, shall be made accordingly.

b. Payment shall be made in full, without set-off, counterclaim, deduction and/or discount, free of bank charges in the manner and at the place indicated on the respective invoice.

c. Payment shall be deemed to have been made on the date the payment is credited to the account of the bank designated by the Seller and as such is available to the Seller. If payment 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 are equally near to the due date, then payment shall be made on or before the preceding business day.

d. Any delay in payment shall entitle the Seller to claim an interest at the rate of 2 % per month unless otherwise agreed in the Sales contract.

10. Claims

a. Any dispute as to the quantity delivered must be noted at the time of delivery in the letter of protest referred to in Clause 7(c) above in order to be admissible. Any claim as to short delivery shall be presented by the Buyer in writing within 5 days from the date of delivery, failing which any such claim shall be deemed to be waived and absolutely barred. Any check by the Buyer of quantity delivered, at their own cost, shall not be taken into consideration unless it is made by a specialist organization of international reputation approved by the Seller and in the presence of a representative of the Seller who is agreeable to its conclusions. Failing this acknowledgement, Seller' quantity determination shall be conclusive.

b. I. Any claim as to the quality or description of the Marine Fuels must be notified in writing with all documentary evidence promptly after the circumstances giving rise to such claim have been discovered. If the Buyer does not notify the Seller of any such claim within 20 days of the date of delivery, then those circumstances shall be considered not to have been caused by any deficiency in the quality or description of the Marine Fuels supplied and any such claim shall be waived and absolutely barred.

II. In such event the parties hereto shall have the quality of the Marine Fuels analyzed by a mutually agreed, qualified and independent laboratory. The Seller shall provide the laboratory with one of the samples retained by them as per Clause 5(d), other samples not taken according to the procedure defined in clause 5 are inadmissible evidence and shall not be considered. If ISO grades have been specified the analysis shall be established by tests in accordance with ISO 8217:2017 or any subsequent amendments thereof. If non-ISO grades have been agreed, tests will be made in accordance with standards corresponding to the aforementioned ISO standards. Unless otherwise agreed the expenses of the analysis shall be borne equally by the Seller and the Buyer. Both parties expressly agree that the result of this joint quality inspection shall be final and binding as evidence of quality of the product delivered.

III. Compatibility and Segregation - Responsibility for establishing compatibility of Product delivered with any other product or products and for segregating or co-mingling the same rests solely with the Buyer.

c. Limitation of Liability: Sellers’ liability is in any case limited to the price of the Marine Fuels delivered to the Vessel. Liability for commercial (such as, without limitation, demurrage claims, loss of profit or loss of contract) and consequential damages (such as, without limitations, damages to the vessels’ engines and installations), is excluded, unless the Seller acted with intent to cause damage, or recklessly and with knowledge that damage would probably result.

d. Any and all claims of the Buyer that have been notified to the Seller shall become time-barred unless arbitration under clause 15 has been commenced and served on the Seller within 12 (twelve) months from the date of delivery as stated in the Bunker Delivery Receipt.

11. Risk/Title

Risk in the Marine Fuels shall pass to the Buyer once the Marine Fuels have passed the flange connecting the Vessel's bunker manifold with the delivery facilities provided by the Seller. Title to the Marine Fuels shall pass to the Buyer upon payment for the value of the Marine Fuels delivered, pursuant to the terms of Clause 9 hereof. Until such payment has been made, the Seller shall have a right of lien over the Vessel for the value of the Marine Fuels delivered. Until such time as payment is made on behalf of itself and the Vessel, the Buyer agrees that it is in possession of the Marine Fuels solely as Bailee for the Seller. If, prior to payment, the Seller’s Marine Fuels are commingled with other marine fuels on board the Vessel, title to the Marine Fuels shall remain with the Seller corresponding to the quantity of the Marine Fuels delivered. The above is without prejudice to such other rights as the Seller may have under the laws of the governing jurisdiction against the Buyer or the Vessel in the event of non-payment

12. Termination

Without prejudice to accrued rights hereunder, either party shall be entitled to terminate the Sales Contract in the event of:

a. any application being made or any proceedings being commenced, or any order or judgment being given by any court, for

I. the liquidation, winding up, bankruptcy, insolvency, dissolution, administration or re-organization or similar, or

II. the appointment of a receiver, liquidator, trustee, administrator, administrative receiver or similar functionary of the other party or all or a substantial part of its assets (otherwise than for the purpose of a reconstruction or amalgamation);

b. any suspension of payment, cessation to carry on business or compounding or making any special arrangement with its creditors by the other party;

c. any act being done or event occurring which, under the applicable law hereof, has a substantially similar effect to any of the said acts or events described above.

13. Force Majeure

Neither the Buyer nor the Seller shall be responsible for any loss or damage resulting from any delay or failure in delivery or receipt of Marine Fuels hereunder due to fire, explosion mechanical breakdown, flood, storms, earthquakes, tidal waves, war military operations, national emergency, civil commotion, strikes or other differences with workmen or unions, or from any delay or failure in delivery or receipt of Marine fuels hereunder when the supplies of the Buyer or the Seller, or the facilities of production manufacture, consumption, transportation, distribution of Buyer and Seller are impaired by causes beyond Buyer' or Seller' control or by the order, requisition, request or recommendation of any governmental agency or acting governmental authority, or Buyer' or Seller' compliance therewith, or by governmental proration, regulation or priority, or from any delay or failure due to any causes beyond Buyer or Seller control similar to any such causes. When such cause or causes exist, the party affected shall have the right, upon notice to the other of the nature and probable duration of such cause or causes, to restrict or cease deliveries or acceptance hereunder in fair and equitable manner for the duration of such cause.

14. Safety and the Environment

In the event of any spillage (which for the purpose of this Clause shall mean any leakage, escape, or overflow of the Marine Fuels) causing or likely to cause pollution occurring at any stage of the bunkering operation, the Buyer or the Seller shall jointly, and regardless as to whether the Buyer or the Seller is responsible, immediately take such action as is necessary to effect clean up and which shall always be conducted in accordance with such local laws and regulations which may compulsorily apply.

15. Law and Arbitration

This Contract shall be governed by and construed in accordance with German law.

Any dispute against the Seller shall exclusively be decided by the competent state courts at the place of delivery of the Marine Fuels.

Proceedings against the Buyer may be brought – in the Sellers sole option – at any of the following courts:

- At the competent court at the Buyer’s place of business or registration; or

- At the competent court at the place of delivery of the Marine Fuels; or

- At any place where the Vessel is or was arrested for non-payment of the Marine Fuels.

The competence of all other courts not named above is excluded.