TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF GALAXY ECO SERVICES LTD  FOR THE SALE OF MARINE BUNKER FUELS AND LUBRIKANTS-AUGUST 2017

 

1.INTRODUCTION

These are the standard terms and conditions which shall apply to all bunker delivery contracts entered into with GALAXY ECO SERVICES LTD. Each delivery shall constitute a separate contract.

2.DEFINITIONS

2.1 AGREEMENT means an agreement between the Seller and the Buyer concluded by way of exchange of written confirmation messages (including facsimile or e-mail). The Agreement shall incorporate these terms and conditions.

2.2 BDN –  A bunker delivery note or receipt for any Marine Fuels supplied by the Physical Supplier for each separate delivery as per agreement.

2.3 BUNKER BARGE -Means the bunker tanker used by the Physical Supplier to carry out the supply of  Marine fuel to a Vessel.

2.4 BUYER  – The person(s) or entity(ies) so identified in the Confirmation and shall include, on a joint and several basis,  any agent, principal, associate, manager, partner, servant, parent, subsidiary, owner or shareholder thereof and always any Vessel to which it has been agreed for Product to be delivered and her registered owner.

2.5 SELLER – Includes in addition to the Seller itself, its servants, agents, assigns, subcontractors and any and all other persons acting under the Seller’s instructions in fulfilment, compliance or observance of the Agreement, unless the context otherwise requires.

2.6 PHYSICAL SUPPLIER – Means the entity carrying out the physical supply of Products to a Vessel.

2.7 PRODUCT–  Means marine bunker fuel, oil, lubricants, etc., the exact fuel grade and specification to be agreed upon in writing between the Seller and the Buyer for every delivery separately and as finally specified in the Confirmation note.

2.8 CONFIRMATION -Means a confirmation message sent to the Buyer by the Seller to confirm conclusion of the Agreement.

2.9  PLACE OF SUPPLY – The port or other readily identifiable geographical location specified in the Confirmation wherein or adjacent to which is the Point of Delivery.

2.10  POINT OF DELIVERY– The precise place at which delivery is to be effected as provided in the Confirmation or as thereafter confirmed, advised or revised by the Company or the Physical Supplier and which may be a berth, mooring, anchorage or other point within, adjacent to or associated with the Place of Supply.

2.11  VESSEL -The vessel, ship, facility, tank, container, or craft duly nominated in the Confirmation to receive Product.

3.BROKERS AND AGENTS

3.1 Unless the party or entity with whom the Company is corresponding specifically declares in writing to the Company prior to dispatch by the Company of the confirmation that it is not the Buyer and at the same time provides in writing to the Company the full name and address of the Buyer then the party or entity with whom the Company is corresponding shall be deemed to be the Buyer.

3.2 Without prejudice to the provision of Clause 3.1, in the event that the party or entity with whom the Company is corresponding is an agent of the Buyer then such party or entity shall be jointly and severally liable with the Buyer to perform the Buyer’s obligations under the Agreement notwithstanding that such party or entity purports to contract as a mere agent.

4.NOMINATIONS

The Seller shall not issue a Confirmation unless :

It decides in its absolute discretion to do so;

And it first receives an email from the Buyer containing the following information relating to a proposed delivery (a Nomination):

  • The name the Vessel
  • Estimated time of arrival (ETA) of the Vessel;
  • The name and contract details of the operator of the Vessel;
  • The proposed delivery location for the Vessel;
  • Any specific delivery conditions required by the Buyer or the Vessel;
  • The grades and quantities of Marine Fuels to be delivered to the Vessel;
  • The time when the Vessel expected to be ready for delivery;
  • The name and contact details of the Vessel’s agent at the delivery location;
  • The Buyer’s Company details and invoicing address;
  • Any factor which could prejudice the Seller’s rights
  • Any specific or unusual characteristics of the Vessel which may prejudice the physical Supplier’s ability to deliver marine Fuel to it;
  • Such other information as the Seller may reasonably request;

Any change to the above will be notified in writing by the Buyer to the Seller on due time prior to delivery. The Buyer shall inform the Seller directly or through Buyer’s Agent at least 48 hours prior (excluding weekends and holidays) of vessel’s readiness to receive delivery and the exact required quantity of the Products. Such notice shall be deemed cancelled if the Vessel has not arrived within 3 days after the Vessel’s earliest estimated lifting date, as per the Nomination. In such a case, the Seller reserves the right to refuse delivery of the Products, as already nominated or to renegotiate the prices/quantities.

5.REQUESTS TO AMEND DELIVERY AND CANCELATION

5.1 NOTICE AND OTHER DELIVERY REQUIREMENTS – For each delivery, the Buyer (the Buyer’s representative) shall give the Seller (the Seller’s representatives) seventy – two(72),  forty-eight (48) and twenty-four ( 24 ) hours prior written notice of the Vessel’s arrival. Notice must be given during the Physical Supplier’s normal business hours. Notice given outside these hours will be deemed to have been given at 08.00 on the first working day thereafter. Furthermore it is in all circumstances and on all occasions the responsibility and duty of the Buyer to ascertain and where appropriate to comply with:

– the precise requirements of the Physical Supplier and any other person, body or authority in respect of the giving of notice of the Vessel’s time of arrival at the Point of Delivery, and

– the exact location of the Point of Delivery, and

-any particular requirements to enable delivery to be effected as efficaciously as possible.

5.2 DELIVERY

The Buyer shall be responsible for providing:

A free side for the delivery, Safe passage between the Vessel and the Barge, Road Vehicle or otherdelivery facilities, Safe reception of the full quantity of Marine Fuels contracted for without risk to the Physical Supplier, any agent, employee or supplier of the Physical Supplier or to the property of any such party. The Buyer shall ensure that the Vessel has sufficient tankage and equipment to receive the Marine Fuels promptly and safely, and shall be responsible for 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.

If in the Seller’s or the Physical Supplier’s opinion the Vessel cannot safely receive the Marine Fuels, the Seller has the option to suspend the delivery until, in the Seller’s or Physical Supplier’s opinion, the Vessel can safely receive the Marine Fuels and/or terminate the delivery or the Contract.

5.3 OVERTIME –Unless otherwise agreed by the Seller, the method of delivery for the Marine Fuel shall be in the Seller’s option and deliveries shall take place within the customary bunkering location and during the normal regular business hours of the delivery port. Where deliveries occur outside the customary bunkering location or outside the normal working hours of the delivery port the Buyer shall be liable for any additional/overtime and extra delivery costs.

5.4 RISK The Seller’s responsibility for the Product shall cease and the Buyer shall assume all risks and liabilities relating thereto, including loss, damage, deterioration, depreciation, contamination, evaporation or shrinkage of Product and responsibility for loss, damage and harm caused by pollution or in any other manner to third parties at the time Product leaves the Physical Supplier’s fixed depot or wharf facilities, irrespective of whether the Product is delivered by ship, barge or truck. The Buyer agrees to indemnify without limit the Seller in respect of any liability, loss, damages, costs, expenses, claim or demand arising in connection with the Product after risk has passed to the Buyer.

5.5 TITLE Ownership of the Product shall remain with the Seller and shall pass to the Buyer only after the Price and all other amounts due in relation to the particular delivery have been received by the Seller. Until such time as the full Price and all other monies due are received by the Seller, the Buyer and any  person or entity in possession of the Product delivered shall hold the Product as a mere bailee, without any charge to the Seller and shall hold the Product on behalf of the Seller and to the  Seller’s order, at Buyer’s sole risk and expense, storing it in a way so that it can be identified as the  Seller’s property and not being entitled nor permitted to use or in any way consume the Product or any part of it. In case of non or short payment for the Product by the Buyer, the Seller is entitled (but not obliged) to repossess the Product without prior juridical intervention, without prejudice to all other rights or remedies available to the Seller. In the event that the Product has been mixed with other products on board the Vessel, the Seller shall have the right to trace its proprietary interest in the Product into the mixed product and/or to exercise a lien on such part of the mixed product as corresponds to the quantity or net value of the Product delivered. The provisions of this Clause do not prejudice or in any way limit the  Seller right to arrest/attach the Vessel and/or any other assets, wherever situated in the world, without prior notice and/or to exercise any other right under the Agreement or the Law.

5.6  MEASUREMENT The quantity of Product delivered under the Agreement shall be measured by and at the Physical Supplier’s option by one of such generally recognised methods of measurement as is appropriate in the circumstances and the Physical Supplier’s measurements shall be final and binding. The Buyer or its properly accredited representative may be present at all measurements; non-presence does not give any right or implication to the Buyer to challenge the respective measurement(s).

5.7 SPECIFICATION -The Product to be delivered shall be as specified in the Confirmation and in respect of marine bunkering products, save where more precisely specified in the Confirmation, these shall be of the Seller’s commercial grades of product as currently offered generally to its buyers at the time and Point of Delivery for marine bunkering purposes. No other warranties, express or implied as to quality or fitness for any purpose, are given or form part of the Agreement.

5.8 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.

5.9 SUBSTITUTION -The Company may discharge its obligation to deliver Product as specified in the Confirmation by supplying in substitution product of a different grade and/or brand name provided always that such substitute product is of an equivalent or superior specification to that specified in the Confirmation.

5.10AVAILABILITY  – Subject to the availability of Product, the availability of facilities at the Place of Supply and Point of Delivery, the customary priority of any specific other vessel(s)  and to the Buyer giving notice, the Seller will use its best endeavors to ensure that Product is delivered promptly upon or as close as possible to the Vessel’s arrival at the Point of Delivery, but the Seller shall not be responsible for any loss, expense, damage or increased costs incurred in consequence of the Vessel not being supplied promptly or otherwise being delayed or restrained for any reason whatsoever.

5.11 TIME – The Buyer is responsible for ensuring that the Vessel is ready to receive Product at the Point of Delivery on the expiry of the time of the notice.

5.12 DELAY In the event that the Vessel’s arrival at the Point of Delivery is delayed or likely to be delayed the Buyer must so advise the Seller and must ensure that Vessel’s agent advises the Physical Supplier and the Seller (if different) accordingly. At  Buyer’s request the  Seller will use its best endeavors to supply a delayed Vessel on the terms originally agreed but reserves the right to pass on to the Buyer all additional costs, including increased Basic Cost, incurred as a result of the Vessel’s delayed arrival.

5.13 DOCUMENTS On completion of the delivery the Master of the Vessel or Buyer’s representative shall give to the physical supplier any form required by the physical supplier properly signed and stamped of which one copy shall be retained by the Master or the representative of the Buyer.

6.CANCELLATION AND BREACH

In the event of the Buyer at any time canceling a request for Product or the Vessel failing to take delivery of part or all of the agreed quantity and/or kind of Product for any reason, regardless of fault or causation, the Seller shall have the right to pursue a claim against both the Buyer and the Vessel and the Buyer and the Vessel shall be jointly and severally liable for all loss and/or damage and/or expense thereby suffered, including but without limitation loss of profit and (where the Seller has engaged in derivative hedging instruments to offer a fixed price to the Buyer for the Product) loss and damage incurred arising from the Seller’s purchase of derivative instruments to include, but not limited to, the premium cost of such instruments, net payments made by the Seller to instrument writer(s) and administrative fees. The Seller may treat any other breach by the Buyer of any express term of the Agreement as a breach of a condition and it may at its discretion accept the breach, treat the Agreement repudiated and seek such remedies as it considers appropriate.

7.THE PRICE

7.1 Unit Price The Buyer shall pay the Unit Price at the rate agreed in the Confirmation. In case of any unexpected general increase of the market price of the Product between the Confirmation and the Delivery, the Buyer shall bear the corresponding increase to the Unit Price, by paying same to the Company.

7.2 BASIC COST – The Product price calculated by multiplying the Unit Price by the quantity of the Product delivered to the Vessel.

7.3 Further Costs In addition to the Basic Cost of the Product the Buyer shall pay for any charges raised in respect of taxes, freight, barge, vehicle, wagon, clean up costs, overtime, or other like payments, insurance, pilotage, port dues and any and all other like costs and expenses incurred by or charged to the  Seller. Such charges, costs and expenses will be passed on to the Buyer at the rates charged to the Seller as and when they are advised to the Seller and together with the Basic Cost shall for all purposes constitute the Price due from the Buyer to the Seller for the Product supplied.

7.3 Notice of the Price The Seller will give notice of the Price to the Buyer as soon as reasonably practicable after Delivery. Notice of the Price may at  Seller’s option be provided by invoice sent by post, fax, email or as otherwise provided herein or as agreed.

7.4 Proof of Delivery The Buyer or its representative should attend Delivery and obtain at that time all information relating to Delivery including the exact quantities and precise specification of the Product delivered. Unless otherwise requested by the Buyer prior to dispatch by the Seller of the Confirmation, the Seller shall be under no obligation any time to produce to the Buyer any evidence of Delivery to the Vessel. It is expressly agreed that the furnishing by the Seller of proof of delivery is not a pre-requisite to payment of the Price. However the Buyer shall instruct its representative(s) on the Vessel to sign and seal (i) prior to delivery, any relevant pre-delivery note and (ii) after delivery, the respective delivery receipt.

8.PAYMENT

In most cases special payment terms will have been agreed and will be set out in the Confirmation.

Each of the following terms apply unless the Confirmation otherwise provides:

Payment of the Price will be made in United States Dollars, or such other currency as specified in the Confirmation, in full without set off and/or deduction for any reason whatsoever (including but not limited to counter claim) so as to ensure that the Seller receives value for the payment in cleared funds on or before the Due Date.

Timely payment is of the essence of the Agreement.

In respect of all sums which are overdue, the Buyer shall be liable to pay to the Seller default interest/late payment charges, calculated at 2% per month, pro-rated and compounded on a daily basis, from the Due Date until receipt by the Seller of full payment. Accrued interest and costs and/or expenses incurred by the Seller in requesting payment of outstanding amounts will be added at monthly intervals to and become part of the outstanding sum.The Buyer hereby agrees and accepts that the rate of the default interest/late payment charges as agreed hereinabove in this Clause is not a penalty, but constitutes the agreed damages suffered by the Seller as a result of the latter being deprived of the timely payment of the principal amount (inclusive of, but not limited to, the element of interest), without prejudice to all other rights and entitlements of the Seller under the Agreement or under the applicable Law (Bulgarian Law) or otherwise. In the event that the aforesaid contractually agreed rate of default interest/late payment charges is in excess of that permitted by the applicable Law, it shall be substituted by the maximum rate so permitted.

Payment will be made by way of telegraphic, telex, swift or rapid electronic transfer to the bank and the account specified in the Seller’s invoice. All bank and other charges , if any, incurred in effecting remittance will be for the account of the Buyer. Advice of remittance including identifying references should always be given to the Seller. If payment is not received as a result of the Buyer not complying with the payment instructions, then the Buyer will pay immediately, upon written request, all sums due including interest and all other charges.

Payments received by the Seller from or on behalf of the Buyer, notwithstanding any specific request or reference to the contrary, will be applied in the following order in diminution or extinction of:

  1. accrued financial and other charges (including costs and attorneys’ fees) in respect of other transactions for which the principal sum has already been paid.
  2. accrued financial and other charges (including costs and attorneys’ fees) arising from all other transactions.
  3. any principal sum due and outstanding, commencing with the oldest and proceeding chronologically thereafter to the most recent.

The Seller may in good faith vary, amend, withdraw, substitute or add to the terms relating to payment at any time in the course of a transaction in such manner as it shall in its absolute discretion consider necessary to protect its interests.

In the event that the Buyer or any subsidiary or parent  thereof (“group”) shall commit an act of bankruptcy or shall be the subject of proceedings judicial or otherwise commenced for protection from creditors, bankruptcy, insolvency, liquidation or winding up the Seller may forthwith terminate the Agreement.

The full legal and other costs and expenses incurred by the Seller, including those of the Seller’s own legal and credit departments and of the lawyers it will appoint/engage in connection with any breach by the Buyer of any term of the Agreement including but not limited to actions for collection of the debt, shall be for the Buyer’s account and shall for all purposes form part of the Price due from the Buyer to the Seller for the Product supplied.

9.CLAIMS, DISPUTES AND PRECAUTIONS

9.1 Notification: Written “Notice of Claim” must be given to the Seller within the time limit specified in Clauses 9.4 (quantity claims and disputes), 9.5 (quality claims and disputes) and 9.6 (all other claims and disputes) below or as specified in the Confirmation and any claim not notified within the specified time limit shall be deemed waived and absolutely barred and the Seller shall be discharged of all liability whatsoever and howsoever arising. It is the Buyer’s responsibility to ensure that Notice of Claim is received by the Seller, whose express written confirmation of receipt should always be sought. Regardless of whether a claim or dispute has risen or is anticipated, the Buyer must give Notice of Claim forthwith to the Seller of any discrepancy, error or omission present in any form or document tendered, submitted or produced by the Physical Supplier and of any unusual occurrence relating to the delivery.

9.2 Sufficiency of Information: The Notice of Claim must contain sufficient information to enable the Seller to identify the relevant transaction, the nature of the complaint and the loss or damage alleged. Any Notice of Claim which does not give such sufficient information will not be valid for the purpose of compliance with the relevant time limit. In addition the Buyer must provide a full and complete response to any and all questions, enquiries and requests made of it by the Seller concerning the claim and matters relating thereto.

9.3 Categories Claims fall into 3 categories:

  1. Quantity claims and disputes
  2. Quality claims and disputes
  3. Other claims and disputes

9.4 Quantity Claims and Disputes For bulk deliveries the Physical Supplier shall measure the contents of delivery barges and/or wagons and/or vehicles and/or storage tanks by tank-dipping to ensure full out-turn and shall check flow meters for seals, correct settings, calibration and general condition. All of these checks must be carried out before and after delivery of each consignment on each barge and/or wagon and/or vehicle and/or storage tank load. The delivery shall be supervised by the Physical Supplier at all times and all documentation shall be complete and accurate before signing and stamping. The Buyer’s representative may attend throughout the delivery. Any discrepancies concerning quantity must be recorded by the Buyer or the Buyer’s representative on the Physical Supplier’s delivery receipt or by a letter of protest issued by the Buyer and counter-signed by the Physical Supplier on completion of delivery. In the absence of discrepancies recorded in accordance with this Clause, the Seller shall not be liable for any claims for discrepancies, including but not limited to claims for short delivery.

The Seller shall not be liable for claims for short delivery based upon figures obtained by measuring the Product in Vessel’s tanks.

The time limit for receipt by the Seller of a Notice of Claim in a quantity dispute is 7 (seven) days from the date of Delivery or such shorter period as may be specified in the Confirmation. The Buyer acknowledges that this deadline is reasonable, necessary and important, given that in case of a quantity claim the Seller may have a claim against the Physical Suppliers and/or the interests of the delivery barge or other means of delivery, which must be in turn protected.

9.5 Quality Claims and Disputes It is the Buyer’s sole responsibility to ensure that Product tendered for delivery is fit for use by the Vessel and is delivered into the correct tanks.

It is the duty of the Buyer to instruct the Physical Supplier to take three (3) representative samples of every consignment and load of the Product on commencement of delivery in accordance with the custom at the Point of Delivery. These three (3) representative samples must be sealed and labeled and the label signed by a representative of the Physical Supplier and by an officer of the Vessel and/or other senior representative of the Buyer. One set of the Physical Supplier’s samples shall be retained by the Buyer and one set by the Physical Supplier, each to be retained for a minimum of 60 (sixty days) after delivery of the Product to the Vessel. The third sample shall be retained by the Vessel in accordance with the provisions of MARPOL 73/78, Annex VI. The third sample may only be used for the purposes of confirming the sulphur content of the marine fuel and such other matters as are specifically set out in Marpol Annex VI, Regulation 18.

All documentation must be checked by the Buyer or the Buyer’s representative and any discrepancies concerning quality must be noted on the Physical Supplier’s delivery receipt before its signing and stamping.

In the event of the Buyer having grounds to believe that the Product supplied does not accord with the description in the Confirmation or is defective the Buyer shall immediately: Take all reasonable steps to mitigate the consequences of having been supplied with possibly defective or incorrect Product. Give immediate notice with full details of the possibly defective or incorrect Product to the Seller together with the Vessel’s position, destination and ETA, the quantities and locations of all Products (supplied by the Seller or pre-existing on board or supplied after Delivery)  on board the Vessel/stored in the Vessel, the rate and quantity of consumption since Delivery and the location of the Vessel immediately prior to delivery of the Product, and for each of the three preceding deliveries to the Vessel, the quantity, quality and specification of the products supplied, the place and date of supply and the name of the respective physical supplier; Inform the Company of the whereabouts of the Buyer’s retained set of samples

It is a pre-condition to the  Seller’s liability for any quality claim that at the time Notice of Claim is given the set of samples retained by the Physical Supplier are submitted for analysis by a reputable independent testing laboratory approved by the Seller in accordance with the established practice and procedures and the analysis is carried out in the presence of a representative of the Seller. The Buyer hereby acknowledges that the sealed samples retained by the Physical Supplier are representative of the Product delivered and that the Seller has no duty or obligation to consider any other independently produced samples. The results of the analysis shall be final, binding and conclusive on all parties. In the event that the Physical Supplier is unable or unwilling to make available for analysis the samples within 7 (seven) days from the date of delivery or such shorter period as may be specified in the Confirmation, the Seller will accept the Buyer’s set of sealed samples provided by the Physical Supplier as representative of the Product delivered for analysis in accordance with the provisions of this Clause, provided that the Buyer’s request in writing to the Physical Supplier for the sealed samples is copied to the Seller at the same time the request is sent to the Physical Supplier.

9.6 The time limit for receipt by the  Seller of a Notice of Claim in respect of quality and/or claims arising out of quality is fifteen (15) days from the date of Delivery or such shorter period as may be specified in the Confirmation. The Buyer acknowledges that this deadline is reasonable, necessary and important, given that in case of a quality claim the Seller may have a claim against the Physical Suppliers and/or the interests of the delivery barge or other means of delivery and/or the refinery, as the case may be, which must be in turn protected.

The non participation by the Buyer or its representative(s) at the sample taking and/or sealing procedure or at the sample testing and relevant seal opening, as per the foregoing, does not affect the effect and consequences of the foregoing terms and conditions.

9.7 Other Claims and Disputes: In all other cases Notice of Claim must be given to the  Seller as soon as reasonably possible and in any event no later than twenty eight (28) days after Delivery. If the Confirmation provides for a shorter period such shorter period shall apply.

10.WAIVER

The failure by any party to the Agreement to enforce any right against any other party shall not be construed as a waiver of that rights or shall in any way affect the validity of the Agreement. In particular, the granting by the  Seller of any additional time to make payment or the waiving or reducing of any interest or other charge shall not prevent thе Seller at any time thereafter from relying upon its strict contractual rights.

11.INDEMNITY

The Buyer hereby fully indemnifies the Seller against any claim for injury and/or death occurring to any person and/or all damage and/or damage to any property and against all actions, suits, claims, demands, costs, charges or expenses arising in connection therewith to the extent that the same shall have been occasioned by the negligence or default of the Buyer, its  servants, representatives, or agents, or any third party in the course of performance of or arising out of or in connection with the Agreement.

12.LIABILITY

Save as provided in Clause 9, the Seller shall not be liable to the Buyer for any loss or damage, including loss of profit or any other consequential loss whatsoever, arising from any cause whatsoever, whether in contract, tort or otherwise including the negligence of the Seller, its servants, agents and/or sub-contractors.

13.COMPENSATION-LIMITATION

Without prejudice to the provisions of Clause 12 in the event that the Seller is found to be liable to the Buyer, the total amount payable by way of compensation other that in respect of personal injury or death shall not exceed the Price (excluding Further Costs, interest and other charges payable by the Buyer) of the Product supplied under the Agreement. It is a pre-condition to the payment of any compensation by the Company that all sums due to the Seller from the Buyer are first paid and settled.

14.INSURANCE

The Buyer is responsible for effecting and maintaining in force adequate insurance which will fully protect the Buyer, the Seller and all third parties from all risks, hazards and perils associated with or arising out of or in connection with the Agreement and delivery.

15.LICENCES PERMITS AND APPROVALS

The Buyer is responsible for obtaining all necessary permits, licenses and approvals required to enable both parties to execute all of their obligations under the Agreement.

16.FORCE MAJORE

A party shall not be deemed to be in breach of the Contract or to be liable to the other party for any failure,omission or delay in its performance in whole or in part under the Contract (except in relation to any obligation to make payment) if such failure, omission or delay was not reasonably foreseeable by that party at the time of entry into the Contract and arises or results from any cause not reasonably within the control of that party, including but not limited to such causes as: government intervention, compliance with any law, regulation or ordinance, or with any order, demand or request of any international, national, port, transportation, local or other authority or person purporting to act with such authority, or agency or any other corporation directly or indirectly controlled by any of them; or natural disaster, earthquake, flood, storm, epidemic or pandemic, fire,explosion, damage to any terminal or port,or any act of God; or labour or trade disputes, strikes, industrial action or lockouts; or war, threat of or preparation for war, armed conflict, military operations, terrorism actions, civil war, embargo, blockade, riot or civil commotion; any such event being hereinafter referred to as a “Force Majeure Event”.

Prompt written notice of the Force Majeure Event shall be given by the party so affected.

In addition , the Seller shall not be in breach of the Contract or be liable to the Buyer for the unavailability of supplies of Marine Fuels from any of the Seller’s sources of supply (including but not limited to the Physical Supplier) insofar as such unavailability is related to a circumstance which is outside the reasonable control of the Seller.If any Force Majeure Event reduce, suspend or cancel delivery of Marine Fuels under the Contract to such extent as the Seller may in its absolute discretion determine and the Seller shall not be bound to acquire any additional or alternative Marine Fuels. Where the Force Majeure Event continues for a period of five (5) consecutive days following the written notice of the Force Majeure Event (the “Force Majeure Period”), either party may then terminate the Contract by further written notice to the other. Such termination shall not give rise to any liability, compensation or indemnity of any kind, other than any liabilities arising prior to the Force Majeure Event

17.LAW AND JURISDICTION

This contract shall be governed by and construed in accordance with Bulgarian law and any dispute arising under and/or in connection with this contract shall refer for hearing to Varna regional court or Varna district court as the case may be, always in accordance with the exclusive jurisdiction rules. This clause to be considered as a contract for changing of the local jurisdiction as provided in article 117 of the Bulgarian Code of Civil Procedures.