FOB Deliveries

General Terms & Conditions for Sales and Purchases

of Products and Crude Oil
2023 edition

Shell International
Trading and Shipping
Company Limited
 Contents Definitions FOB deliveries Payment Governance Compliance General Schedules

Contents
Using these terms and conditions. . . . . . 5

Definitions. . . . . . . . . . . . . . . . . . 6

FOB Deliveries . . . . . . . . . . . . . . . . 9
FOB Deliveries . . . . . . . . . . . . . . . . . . . . . . . 9 Berth . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1 FOB Delivery . . . . . . . . . . . . . . . . . . . . . . 9 22 Provision of Berth . . . . . . . . . . . . . . . . . . . 15
2 Incoterms . . . . . . . . . . . . . . . . . . . . . . . . 9 23 Provision of facilities . . . . . . . . . . . . . . . . . . 15
3 Conflicts in terms. . . . . . . . . . . . . . . . . . . . .9 24 Shifting . . . . . . . . . . . . . . . . . . . . . . . . 15
25 Vacation of berth . . . . . . . . . . . . . . . . . . . 15
Risk and title. . . . . . . . . . . . . . . . . . . . . . . . 9
26 Liability due to failure to vacate. . . . . . . . . . . . 16
4 Risk and title transfer. . . . . . . . . . . . . . . . . . .9
27 Excess Berth utilisation charge. . . . . . . . . . . . . 16
Quality and quantity . . . . . . . . . . . . . . . . . . 10
Loading. . . . . . . . . . . . . . . . . . . . . . . . . . 16
5 Crude Oil quality . . . . . . . . . . . . . . . . . . . 10
28 Sufficient quantity . . . . . . . . . . . . . . . . . . . 16
6 Product quality. . . . . . . . . . . . . . . . . . . . . 10
29 Commencement of loading . . . . . . . . . . . . . . 16
7 Quality limitations. . . . . . . . . . . . . . . . . . . 10
30 Line flushing . . . . . . . . . . . . . . . . . . . . . . 16
8 Measurement and sampling . . . . . . . . . . . . . . 10
31 Early loading . . . . . . . . . . . . . . . . . . . . . 17
9 Independent inspection . . . . . . . . . . . . . . . . 10
32 Time allowed . . . . . . . . . . . . . . . . . . . . . 17
10 Measurement. . . . . . . . . . . . . . . . . . . . . 10
33 Time counting . . . . . . . . . . . . . . . . . . . . . 17
11 Quality or quantity claims . . . . . . . . . . . . . . . 11
34 Claims for delays . . . . . . . . . . . . . . . . . . . . 18
Vessel . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
35 Demurrage . . . . . . . . . . . . . . . . . . . . . . . 18
12 Buyer’s obligations. . . . . . . . . . . . . . . . . . . 12
Alternative mode of loading . . . . . . . . . . . . . . . 21
13 Vessel Nomination. . . . . . . . . . . . . . . . . . . 12
36 Notification and approval . . . . . . . . . . . . . . . 21
14 Substitution . . . . . . . . . . . . . . . . . . . . . . 12
37 Berth . . . . . . . . . . . . . . . . . . . . . . . . . 21
15 Acceptance or rejection of Nominations
and Vessels . . . . . . . . . . . . . . . . . . . . . . 12 38 Compliance with guidelines. . . . . . . . . . . . . . 21
16 Regulations and demurrage regime 39 Alternative loading time and charges . . . . . . . . . 21
at the Loading Terminal . . . . . . . . . . . . . . . . 13 40 Risk and Title. . . . . . . . . . . . . . . . . . . . . . 22
17 Prompt Delivery . . . . . . . . . . . . . . . . . . . . 13 41 Quantity supplied . . . . . . . . . . . . . . . . . . . 22
Arrival. . . . . . . . . . . . . . . . . . . . . . . . . . . 14 42 Agent . . . . . . . . . . . . . . . . . . . . . . . . . 22
18 Vessel ETA. . . . . . . . . . . . . . . . . . . . . . . 14 43 Expeditor. . . . . . . . . . . . . . . . . . . . . . . 22
19 Failure to notify . . . . . . . . . . . . . . . . . . . . 14
20 Vessel arrival. . . . . . . . . . . . . . . . . . . . . . 14
21 Laydays . . . . . . . . . . . . . . . . . . . . . . . . 14

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Payment . . . . . . . . . . . . . . . . . . 23
Payment obligation . . . . . . . . . . . . . . . . . . . 23 Security. . . . . . . . . . . . . . . . . . . . . . . . . . 27
44 Payment documents . . . . . . . . . . . . . . . . . . 23 50 Security for payment. . . . . . . . . . . . . . . . . . 27
45 Negative price event. . . . . . . . . . . . . . . . . . 23 Taxes and duties . . . . . . . . . . . . . . . . . . . . . 28
Invoice. . . . . . . . . . . . . . . . . . . . . . . . . . . 24 51 VAT/GST and similar tax. . . . . . . . . . . . . . . . 28
46 Seller’s invoice. . . . . . . . . . . . . . . . . . . . . 24 52 Excise duty or Mineral Oil Tax. . . . . . . . . . . . . 29
47 Provisional invoice. . . . . . . . . . . . . . . . . . . 24 53 Other tax, duties, etc.. . . . . . . . . . . . . . . . . 30

Payment method and due date. . . . . . . . . . . . . 25

48 Payment method and currency. . . . . . . . . . . . . 25
49 Payment due date . . . . . . . . . . . . . . . . . . . 25

Governance . . . . . . . . . . . . . . . . . 31
Force Majeure . . . . . . . . . . . . . . . . . . . . . . . 31 Applicable law . . . . . . . . . . . . . . . . . . . . . . 34
54 No liability for failure to perform 65 Governing law. . . . . . . . . . . . . . . . . . . . . 34
due to Force Majeure . . . . . . . . . . . . . . . . . 31 66 UN Convention. . . . . . . . . . . . . . . . . . . . 34
55 Accrued payment obligations . . . . . . . . . . . . . 31 67 Third party rights. . . . . . . . . . . . . . . . . . . . 34
56 Notice. . . . . . . . . . . . . . . . . . . . . . . . . 31 68 Sovereign immunity. . . . . . . . . . . . . . . . . . 34
57 Mitigation efforts . . . . . . . . . . . . . . . . . . . 31
Dispute resolution. . . . . . . . . . . . . . . . . . . . 35
58 Relief . . . . . . . . . . . . . . . . . . . . . . . . . 32
69 Arbitration. . . . . . . . . . . . . . . . . . . . . . . 35
59 Seller’s obligations. . . . . . . . . . . . . . . . . . . 32
70 London Court of International Arbitration (LCIA) . . . . 35
60 Force Majeure interpretation. . . . . . . . . . . . . . 32
71 London Maritime Arbitrators Association (LMAA)
Insolvency. . . . . . . . . . . . . . . . . . . . . . . . . 33 arbitration. . . . . . . . . . . . . . . . . . . . . . . 35
61 Termination or suspension for insolvency . . . . . . . . 33 72 London Maritime Arbitrators Association (LMAA) Small
Claims Procedure . . . . . . . . . . . . . . . . . . . 36
Limitation of liabilities . . . . . . . . . . . . . . . . . . 33
73 Awards. . . . . . . . . . . . . . . . . . . . . . . . 36
62 Excluded liabilities. . . . . . . . . . . . . . . . . . . 33
74 Enforcement, interlocutory and interim action. . . . . . 36
63 Survival of limitations of liability. . . . . . . . . . . . 33
64 Time bar. . . . . . . . . . . . . . . . . . . . . . . . 34

Compliance . . . . . . . . . . . . . . . . . 37
Health, safety and environment . . . . . . . . . . . . 37 Sanctions and trade controls. . . . . . . . . . . . . . 40
75 REACH . . . . . . . . . . . . . . . . . . . . . . . . 37 81 Sanctions and trade controls. . . . . . . . . . . . . . 40
76 Seller’s responsibilities. . . . . . . . . . . . . . . . . 37 Data privacy . . . . . . . . . . . . . . . . . . . . . . . 41
77 Safety Data Sheet (SDS). . . . . . . . . . . . . . . . 37
82 Data privacy. . . . . . . . . . . . . . . . . . . . . . 41
78 Buyer’s responsibilities. . . . . . . . . . . . . . . . . 38
79 Liability . . . . . . . . . . . . . . . . . . . . . . . . 38

Facilitation payments and anti-corruption . . . . . . . 39

80 Facilitation payments and anti-corruption. . . . . . . . 39

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General. . . . . . . . . . . . . . . . . . . 42
Notices and communications . . . . . . . . . . . . . . 42 Trademarks. . . . . . . . . . . . . . . . . . . . . . . . 44
83 Method of notice . . . . . . . . . . . . . . . . . . . 42 92 Trademarks . . . . . . . . . . . . . . . . . . . . . . 44
84 Address and contact details for notices. . . . . . . . . 42 Miscellaneous provisions . . . . . . . . . . . . . . . . 45
85 Receipt of notice. . . . . . . . . . . . . . . . . . . . 42 93 Severability. . . . . . . . . . . . . . . . . . . . . . 45
Assignment. . . . . . . . . . . . . . . . . . . . . . . . 43 94 Survival of terms. . . . . . . . . . . . . . . . . . . . 45
86 Consent. . . . . . . . . . . . . . . . . . . . . . . . 43 95 Consents . . . . . . . . . . . . . . . . . . . . . . . 45
87 Continuing responsibility. . . . . . . . . . . . . . . . 43 96 Modifications. . . . . . . . . . . . . . . . . . . . . 45
97 Waiver . . . . . . . . . . . . . . . . . . . . . . . . 45
Change in corporate circumstances. . . . . . . . . . . 43
98 Electronic documentation . . . . . . . . . . . . . . . 45
88 Change in corporate circumstances . . . . . . . . . . 43
99 Entire Agreement . . . . . . . . . . . . . . . . . . . 45
Confidentiality . . . . . . . . . . . . . . . . . . . . . . 44
100 Warranties. . . . . . . . . . . . . . . . . . . . . . . 45
89 Non-disclosure. . . . . . . . . . . . . . . . . . . . . 44
101 Warranty of title . . . . . . . . . . . . . . . . . . . 45
90 Permitted disclosure . . . . . . . . . . . . . . . . . . 44
91 Recording, retaining and monitoring
communications . . . . . . . . . . . . . . . . . . . . 44

Schedules . . . . . . . . . . . . . . . . . . 46
Schedule A: Sustainability. . . . . . . . . . . . . . . . 46

Schedule B: Vessel requirements . . . . . . . . . . . . 50

Schedule C: Seller’s letter of indemnity . . . . . . . . 53

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Using these terms and conditions

Section headings, clause headings and graphics are for Any reference to a judgment includes any order, injunction,
convenience only and will not affect the interpretation of these determination, award or other judicial or arbitral measure, in
terms and conditions. any jurisdiction.

Any reference to any document (including the Agreement), The terms ‘include’, ’including’, ‘included’, ‘in particular’, and
or any provision in any document, includes such document or words of similar effect, will not be deemed to limit the general
provision and any amended, supplemented, modified, restated effect of the words that precede them.
or novated version of such document or provision.
Any reference to a book, record, or other information, includes
Any reference to any Act of Parliament, regulation or legislation any format, including paper, electronically stored data, magnetic
of any sovereign state or the EU includes any amendment, media, film, and microfilm.
replacement or re-enactment of that Act, regulation or legislation
Any reference to writing includes typing, printing, lithography,
for the time it is in force, and any update or supplement to
photography and other modes of representing or reproducing
such Act, regulation or legislation, and includes any byelaws,
words in a visible form. Expressions referring to writing will be
licences, statutory instruments, rules, regulations, orders, notices,
construed accordingly.
directions, consents or permissions made under that Act,
regulation or legislation, and any condition attached to it. Any
reference to an EU directive includes all applicable laws and
regulations implementing and interpreting such directive (under
national laws or otherwise).

Any reference to a law includes common or customary law and

any constitution, decree, judgment, legislation, order, ordinance,
statute, treaty or other legislative measure. This applies for any
jurisdiction whatsoever. Lawful and unlawful will be construed
accordingly.

Any reference to a regulation includes any regulation, rule,

official directive, request or guideline (whether or not having the
force of law) of:
• any governmental, intergovernmental or supranational body,
agency, department; and
• any regulatory, self-regulatory or other authority or
organisation.
Except where the context requires otherwise, words denoting:
• the singular include the plural and vice versa;
• any gender include all genders; and
• persons include, whether they have a separate legal
personality or not: firms; corporations; companies;
governments; states or agencies of a state; associations;
foundations; trusts; joint ventures; consortiums; or
partnerships.

The Agreement will be interpreted in the English language.

Any reference to a company includes any company, corporation

or body corporate, wherever incorporated.

Any reference to any party includes the party’s successors in

title, permitted assignees and/or permitted transferees.

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Definitions
The following definitions apply to the Agreement:

Affiliate a company or other legal entity that, directly or Crude Oil crude petroleum of the grade specified in the Special
indirectly through one or more intermediaries: Provisions that has been stabilised and that is suitable for loading
a) controls a party; into Vessels. If the Goods include condensate, references to
Crude Oil will be deemed to be references to condensate.
b) is controlled by a party; or
c) is under common control with a party. Delivery as defined in section 1.
For this definition, ‘control’ means the company or other legal The definition of Deliver, Deliverable and Delivered will be
entity has direct or indirect ownership of 50 per cent or more consistent with the definition of Delivery.
of the voting rights attached to the issued share capital of a
company or legal entity. Demurrage Rate the rate determined in accordance with
section 35.5 and section 35.8 and used to calculate the amount
Agreement the Special Provisions plus these General Terms & the Buyer can claim from the Seller for demurrage or other delay
Conditions plus any applicable Schedules. to the Vessel.

Alternative Loading Vessel loading from lighters, a floating Dispute any dispute, controversy, claim, or unpaid amount
storage facility, or ship-to-ship transfer. arising out of or in connection with the Agreement, or its subject
matter or formation, whether in tort, contract, under statute
Anti-Corruption Laws means: or otherwise, including any question regarding its existence,
a) the United States Foreign Corrupt Practices Act of 1977; validity, interpretation, breach or termination, and including any
b) the United Kingdom Bribery Act 2010; non-contractual claim.
c) all applicable national, regional, provincial, state, municipal ETA the estimated time and/or date or range of days of arrival
or local laws and regulations that prohibit tax evasion, of the Vessel at the Loading Terminal.
money laundering or otherwise dealing in the proceeds of
crime or the bribery of, or the providing of unlawful gratuities, EU European Union.
facilitation payments, or other benefits to, any government
official or any other person. EU REACH Regulation (EC) No 1907/2006 of the European
Parliament and of the Council of 18 December 2006 concerning
Base Sediment and Water (BS&W) sedimentary and water the Regulation, Evaluation, Authorisation and Restriction of
impurities that may be found in Crude Oil. Chemical substances.

Berth a place that is acceptable under any Vetting Procedures Excise Movement Control System (EMCS) the Excise
used by the Buyer and where the Vessel can safely lie, always Movement Control System as established pursuant to the
Safely Afloat, which may be one of the following: a berth; dock; European Council Directive 2008/118/EEC.
anchorage; submarine line; single point mooring facility; single
berth mooring facility; offshore location; alongside another FOB has the meaning defined in Incoterms 2020 (as amended
Vessel or lighter; or any other loading place as may be indicated from time to time).
by a party. Force Majeure an impediment beyond a party’s control
Business Day a day other than a Saturday, Sunday, or bank including: a delay; hindrance; reduction in; interference with;
holiday in London. Where the last day for any notice to be given curtailment; or prevention of a party’s performance of its
under the Agreement falls on a day that is not a Business Day, obligations according to the Agreement, resulting from events
such notice will be given by no later than 17:00 hours London such as the following (this list not being exhaustive): war; piracy;
time on the last preceding Business Day. natural disasters; explosions; fires; destruction of assets; labour
shortages or labour disputes; supply disruptions; or compliance
Competent Authority any person having legal, executive with a change in law.
and/or regulatory authority and/or having enforcement powers
over either or both parties. General Terms & Conditions the terms and conditions set
out herein.

Goods Crude Oil or Product Deliverable under the Agreement.

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ICS International Chamber of Shipping. Nomination details of the Vessel nominated to take Delivery
of the Goods. The nominated Vessel must comply with the
ISPS Code International Ship and Port Facility Security Code requirements of Schedule B and the Nomination must include:
and the relevant amendments to Chapter XI of SOLAS.
a) a fully completed Q88 questionnaire dated no earlier than 2
KYC Know Your Customer or other due diligence checks on days before the date of the Nomination;
identity and ownership. b) any other information required by the Loading Terminal;

Laydays the range of days determined in accordance with c) full written instructions regarding the particulars and
section 21 within which the Vessel must arrive and tender NOR destination of the bills of lading;
at the Loading Terminal in accordance with section 20. d) other documentation that the Buyer reasonably requires the
Seller to provide;
Laytime the time allowed to the Seller for loading the Vessel
e) details of the Vessel’s 3 previous cargoes; and
determined in accordance with section 32.
f) for LPG cargoes, the nomination must also contain the
Letter of Credit as defined in section 50.1. loading temperature of the Vessel’s cargo tanks.

Loading Terminal the port, terminal or installation where the NOR a valid notice of readiness to load given by the master
Goods will be loaded on the Vessel. of the Vessel (or their representative) to the Seller (or its
representative). An NOR is valid only if the Vessel has arrived
Loading Terminal Authority the operator, authority or
at the Loading Terminal (or the usual waiting place) and is in all
governing body of the Loading Terminal.
respects ready to load the Goods.
Loading Terminal Regulations all applicable Loading
OCIMF Oil Companies International Marine Forum.
Terminal Authority, government, local, port authority
regulations, restrictions and any other applicable regulations Part Cargo Lot a quantity of Goods loaded and transported
and requirements in force at the Loading Terminal and the on the Vessel together with other cargo that is not bought or sold
requirements of Schedule B. under the Agreement.

LPG Product comprising Butane and/or Propane. Payment Security security (if any) for the Buyer’s payment
For the purposes of this definition, Butane and Propane have the obligation as specified in the Agreement.
following specifications:
Product the grade or commodity specified in the Special
Butane either: Provisions.
a) liquified butane gas that reaches a liquid state at or near a
REACH either EU REACH or UK REACH as applicable.
temperature of minus 4° Celsius when at a pressure of one
atmosphere absolute in a saturated state; or Restricted Jurisdiction a country, state, territory or region
b) the specification used by the Loading Terminal Authority. that is subject to comprehensive economic or trade restrictions
under Trade Control Laws applicable to the performance of the
Propane either:
Agreement. At the time of issuance of these General Terms &
a) liquified propane gas that reaches a liquid state at or near a
Conditions, Restricted Jurisdictions include Cuba, Crimea, Iran,
temperature of minus 44° Celsius when at a pressure of one
North Korea, Syria, and the non-government controlled areas
atmosphere absolute in a saturated state; or
of Ukraine.
b) the specification used by the Loading Terminal Authority.
Restricted Party any individual, legal person, entity or
MARPOL the International Convention for the Prevention of organisation that is:
Pollution from Ships, as amended from time to time.
a) resident, established or registered in a Restricted Jurisdiction;
MTSA the US Maritime Transportation Security Act 2002. b) classified as a US Specially Designated National or
otherwise subject to blocking sanctions under Trade Control
Nominate make a Nomination. Laws;
c) directly or indirectly owned or controlled (as these terms are
interpreted under the relevant Trade Control Laws), or acting
on behalf of, persons, entities or organisations described in
a) or b); or
d) a director, officer or employee of a legal person, entity or
organisation described in a), b) or c).

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Safely Afloat means that the Vessel (fully laden) will be: Trade Control Laws any laws concerning trade sanctions;
a) water-borne at all times in compliance with the port clearance economic sanctions; embargoes; Restricted Party lists; trade
requirements of the Buyer (including but not limited to controls on the import, export, re-export, transfer or other trade
underkeel clearance); and of Goods, services or technology; anti-boycott legislation;
and any other similar regulations, rules, restrictions, orders or
b) able to remain at the Berth without risk of loss or damage
requirements having the force of law in relation to the above
from wind, weather or other craft which are being properly
matters that are in force from time to time.
navigated.
Trade Control Laws include those of the European Union;
Safety Data Sheet (SDS) the document containing the United Kingdom; the United States of America; and any
occupational safety and health information in relation to the government laws applicable to a party to the Agreement.
Goods in compliance with the laws and regulations that apply
at the Loading Terminal and/or discharge port. Typicals a quality or characteristic often attributable to Goods
from a particular source.
Location of Loading Safety Data Sheet must
UK REACH the regulations created by transposing EU REACH
Terminal and/or contain information
into UK law under the European Union (Withdrawal) Act 2018.
discharge port required by
USD United States Dollars.
United Kingdom UK REACH
(as amended from time to time) Vessel the tankship or other Vessel nominated by the Buyer for
the carriage of the Goods under the Agreement.
European Economic Area EU REACH
(as amended from time to time) Vetting Procedures the procedures undertaken by a party to
check the suitability and acceptability of Vessels and/or facilities
Rest of the world Applicable local regulations used in the performance of the Agreement. Vetting Procedures
may consider matters including, but not limited to, safety and
Schedule the schedules to these General Terms & Conditions. compliance with laws, regulations and rules.

Security Notice a demand for a Letter of Credit or advance

payment issued by the Seller to the Buyer.

SOFR 30-Day Average the 30-day average of the Secured

Overnight Financing Rate (SOFR) as published by the Federal
Reserve Bank of New York on the first day of the late payment
period.
If the SOFR 30-Day Average is negative, it will be deemed to be
zero for the late payment period.
If the SOFR 30-Day Average is not published on the first day of
the late payment period, the period average published on the
preceding Business Day will be used.
If the Federal Reserve Bank of New York ceases to publish a
SOFR 30-Day Average, the annual SOFR rate will be calculated
by compounding in arrears the SOFR rate during the late
payment period, with a five Business Day lookback. When
compounding overnight SOFR, if the SOFR is negative for any
day during the late payment period, the SOFR will be deemed
to be zero for that day.

SOLAS the International Convention for the Safety of Life at

Sea.

Special Provisions contract-specific provisions agreed

between the parties, which together with these General Terms &
Conditions and any applicable schedules form the Agreement.

Sustainability Clause the clause contained in Schedule A.

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FOB Deliveries

Delivery terms
1 FOB Delivery 1.1 The Seller will Deliver the Goods in bulk to the Buyer, and the Buyer will accept Delivery
of and pay for the Goods, on the terms contained in the Agreements.

1.2 Delivery occurs when:

a) the Goods are loaded onto the Vessel; and
b) risk in the Goods is transferred to the Buyer in accordance with section 4.1.

2 Incoterms 2.1 The FOB section of the Incoterms 2020 is incorporated herein.

3 Conflicts in terms 3.1 If any terms conflict, the provisions of the Special Provisions will prevail over the
General Terms & Conditions and the Incoterms 2020, and the provisions of the General
Terms & Conditions will prevail over the Incoterms 2020.

Order of precedence

1 2 3
Special General Incoterms
Provisions Terms & 2020
Conditions

Risk and title

4 Risk and title transfer 4.1 The risk and title in the Goods transfer to the Buyer as the Goods pass the Vessel’s
permanent hose connection at the Loading Terminal.

Seller’s risk Buyer’s risk

4.2 The Buyer bears the risk of loss of or damage to the Goods caused by the Vessel, its
officers, or crew.

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Quality and quantity

5 Crude Oil quality 5.1 Unless otherwise stated in the Special Provisions, the quality of the Crude Oil Delivered
will be the quality of such Crude Oil as usually made available at the time and place of
Delivery.

6 Product quality 6.1 Unless otherwise stated in the Special Provisions, the quality of the Product Delivered
will not be inferior to the specification (if any) set out in the Special Provisions.

6.2 With respect to any Product of renewable origin, the Seller will also comply with the
Sustainability Clause in Schedule A.

7 Quality limitations 7.1 Whether or not set out in these General Terms & Conditions or the Special Provisions,
neither Typicals nor any stipulations as to the Delivery time will form part of the Goods’
description.

7.2 Sections 5 to 7 constitute the Seller’s entire obligations regarding the description,
quality, or fitness for purpose of the Goods to be Delivered and all statutory or other
conditions or warranties, express or implied, concerning the description or satisfactory
quality of the Goods or their fitness for any particular purpose or otherwise are excluded.

8 Measurement and sampling 8.1 The quantity and quality of the Goods Delivered under the Agreement will be
determined by measurement, sampling, and testing following the standard practice at
the Loading Terminal at the time of Delivery and evidenced in the form of certificates.
Notwithstanding section 9, such certificates will, except in cases of manifest error or fraud,
be conclusive and binding on both parties for invoicing purposes only but will be without
prejudice to either party’s rights to make any claim regarding quality or quantity under
section 11.

9 Independent inspection 9.1 Either party may appoint, by giving written notice to the other party, an independent
inspector or representative subject to any necessary Agreement of the Loading Terminal
Authority.

9.2 Where the parties mutually agree on the appointment, the inspector’s report will
be made available to both parties and the parties will share the costs equally. If the
appointment is not agreed, the appointing party will pay the costs.

10 Measurement 10.1 Any individual listed quality or characteristic of the Goods Delivered expressed
numerically will (unless agreed otherwise) be correct to two significant figures.

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11 Quality or quantity claims 11.1 The claiming party must notify the other party in writing of any claims arising from:

Timeframe a) any deficiency or variation in the quality or quantity of the Goods; and/or
b) excess BS&W as described in section 11.4.

The claiming party must make this notification (with full supporting documents) within 45
days of completion of discharge (day 1 being the date of completion of discharge).

11.2 If the claiming party fails to comply with the terms of section 11.1, any liability on the
part of the other party will be extinguished.

f
no
l e tio ge
mp ha
r
y 45
Co disc Da

Claiming party must notify other party in writing Claim can

(with full supporting documents) no longer
of any claims relating to quality, quantity, be made
or BS&W within 45 days

Minimum variance 11.3 Where the deficiency or variation in quantity of the Goods arises from the difference
between the quantity Delivered and the quantity for which the Buyer has been invoiced,
the Buyer may claim compensation for such deficiency provided, the quantity Delivered
is 0.3% or more below the quantity stated on the invoice. To determine if this threshold is
reached, any claim for excess BS&W (under section 11.4) and any deficiency of quantity
claimed under this section 11.3 will be aggregated. If the Buyer’s claim meets the threshold,
the Buyer may claim for the full amount of the difference.

Quantity Buyer’s right

Delivered to claim

≥ 0.3% below Right to claim full

invoice quantity amount of difference

< 0.3% below No right to claim

invoice quantity

Base Sediment and Water 11.4 The Buyer may claim for excess BS&W if:
(BS&W) a) the Buyer can prove, through an independent inspector’s report, that the percentage of
BS&W in the Crude Oil (BS&W Content) determined on loading (and used to calculate
the the net quantity stated on the invoice) was inaccurate and the true BS&W Content
is greater; and
b) the threshold in section 11.3 is met.

11.5 Claims under sections 11.3 and 11.4 may be brought separately or combined,
provided that volumes claimed under 11.4 cannot also be claimed under 11.3.

11.6 If the Buyer’s claim for excess BS&W is proven, the Seller will refund the Buyer for
the difference between the net quantity of Crude Oil that the Buyer paid for and the net
quantity of Crude Oil remaining after deduction of the true BS&W Content.

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11.7 The Seller’s liability for excess BS&W is limited to the refund stated in section 11.6
above. The Seller is not liable for any costs or losses arising from disposing of, handling, or
otherwise dealing with BS&W.

Crude Oil claims 11.8 In respect of claims under this section 11 that relate to Crude Oil, the Buyer is not
entitled to recover any costs, losses or damages from the Seller unless the Seller recovers
the same from its supplier or another relevant third party, and then only to the extent of
such recovery. The Seller will use reasonable endeavours to recover from its supplier or
another relevant third party any amounts for which the Buyer has submitted a claim in
accordance with the provisions of this section.

Vessel
12 Buyer’s obligations 12.1 The Buyer will provide the Vessel(s) at the Loading Terminal.

12.2 The Buyer will take Delivery of the Goods as soon as reasonably practicable. The
Buyer has the option to take Delivery of the Goods as a Part Cargo Lot on the Vessel
subject to the prior Agreement of the Loading Terminal Authority. The Buyer may split the
Goods Delivery across multiple Vessels subject to the Seller’s consent and the Loading
Terminal Authority’s prior Agreement.

12.3 The Buyer is responsible to the Seller for damage to the facilities at the Loading
Terminal caused by the Vessel, the Vessel’s officers, or the Vessel’s crew.

13 Vessel Nomination 13.1 The Buyer will provide a Nomination in writing to the Seller:
a) no later than 5 days before the first day of the Laydays; or
b) if the parties enter into the Agreement after the Nomination deadline but before the
first day of the Laydays, the Nomination will be provided to the Seller before the first
day of the Laydays.

13.2 If the Nomination is not provided in accordance with the time limits in section 13.1,
time will count in accordance with section 33, and the Laytime available to the Seller as
determined in accordance with section 32.1 or sections 35.6 to 35.8 will be doubled.

14 Substitution 14.1 The Buyer may Nominate a substitute Vessel if:

a) the Buyer gives the Seller a Nomination as soon as possible, but no later than 17:00
hours London time on the Business Day before the first day of the Laydays;
b) the substitute Vessel is not, without the prior written consent of the Seller, materially
different in size to the Vessel originally Nominated; and
c) the substitute Vessel can comply with the Laydays.

15 Acceptance or rejection of 15.1 The Seller will give the Buyer notice accepting or rejecting any Vessel Nominated
Nominations and Vessels by the Buyer by giving notice by 17:00 hours London time on the second Business Day
following receipt of the Buyer’s Nomination.

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15.2 Notwithstanding any prior acceptance of a Nominated Vessel, the Seller may also
reject a Nominated Vessel at any time before the commencement of loading if:
a) the Vessel is involved in any incident; or
b) more recent information regarding such Vessel becomes available to the Seller which
indicates that the information relied upon by the Seller in previously accepting the
Vessel was materially incorrect or incomplete;

and, as a result, the Vessel is not approved by the Vetting Procedures used by the Seller.

16 Regulations and demurrage 16.1 The Vessel will be subject to all Loading Terminal Regulations.
regime at the Loading
Terminal 16.2 If the Vessel does not comply with the Loading Terminal Regulations, the Seller or the
Seller’s supplier may refuse to Berth or load the Vessel.

16.3 Subject to sections 16.4 and 16.5, the Seller will not be liable for the consequences
of rejection or delay (including demurrage) of the Vessel or other restriction suffered due
to the application of the Loading Terminal Regulations to the Vessel.

16.4 The Buyer may make a written request to Seller for information regarding the Loading
Terminal restrictions and the Laytime and demurrage terms that are usually applied at the
Loading Terminal.

On receiving such a request, the Seller will:

a) promptly respond to Buyer’s written request for information; and
b) provide all such information readily available to it.

16.5 If the Buyer makes a request in accordance with section 16.4, the Seller will be liable
for all reasonable costs and damages caused by the Seller’s failure to promptly respond
and provide such readily available information.

17 Prompt Delivery 17.1 Without prejudice to section 13, if the date of the Agreement is later than any of
the applicable dates for notifications, Nominations, and procedures, both parties will
make best efforts to complete as soon as practically possible any outstanding time-limited
requirements, notifications, Nominations, and procedures.

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Arrival
18 Vessel ETA 18.1 The Buyer will arrange for its Vessel to report its ETA to the Loading Terminal, with a
copy to the Seller, at least 72, 48, and 24 hours before its arrival while also following the
Loading Terminal’s standard reporting procedures.

Vessel will report ETA to

Loading Terminal and Seller

rs rs rs
h ou hou hou
72 48 24

Loading
Terminal

Vessel will also follow Loading Terminal

reporting procedures

19 Failure to notify 19.1 If the Buyer’s Vessel fails to give at least 24 hours’ notice before its arrival at the
Loading Terminal, the Laytime will be extended by a period equal to the delay in giving
such notice up to a maximum of 24 hours.

20 Vessel arrival 20.1 The Buyer warrants that the master of the Vessel (or the master’s representative) will
tender NOR to the Seller (or its representative) at the Berth or customary anchorage area
for the port (or other waiting place advised by the Loading Terminal) by no later than
2400 hours (local time) on the last day of the Laydays.

21 Laydays 21.1 The Laydays will be the day or range of days:

a) specified in the Special Provisions; or
b) where not specified in the Special Provisions, determined by standard practice for the
Loading Terminal; or
c) if not capable of being determined in accordance with a) or b), then as notified in
writing by the Seller to the Buyer no later than the date that is 12 days prior to the first
day of the Laydays.

Laydays order of precedence

1 2 3
Special Loading As notified by the Seller to the Buyer
Provisions Terminal no later than 12 days prior to the
standard first day of the Laydays
practice

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Berth
22 Provision of Berth 22.1 The Seller will provide a Berth, free of charge, which the Vessel (fully laden) can
safely reach, load at and leave from.

The Seller will provide a

Berth, free of charge,
which the Vessel (fully laden)
can safely reach, load
and leave.

22.2 The Seller will ensure that the Loading Terminal will comply with:
a) the requirements of the ISPS Code; and
b) the MTSA where the Loading Terminal is within the USA or territories of the USA or USA
waters.

Seller’s liability 22.3 The Seller will not be liable for:

a) any damage to the Buyer’s Vessel resulting from the use of waterways in the approach
to, or departure from, the Berth designated by the Seller; or
b) any damage to the Buyer’s Vessel caused by other users of such waterways.

22.4 Provided that the Vessel complies with the requirements of the ISPS Code and MTSA
as applicable, the Seller will be liable for any costs or expenses incurred by the Buyer in
respect of the Vessel, including demurrage or any additional charge, fee or duty levied on
the Vessel at the Loading Terminal resulting directly from:
a) the failure of the Loading Terminal to comply with the ISPS Code or MTSA as applicable;
and
b) the Loading Terminal Authority or any Competent Authority requiring the Vessel to take
additional security measures or undergo additional inspections.

22.5 The Seller’s liability to the Buyer under this section 22 will be limited to the payment
of costs or expenses (including demurrage or any additional charge, fee or duty) incurred
by the Seller, to the extent that the Seller is able to recover and does recover from its
supplier or another relevant third party. The Seller will use reasonable efforts to recover
such costs or expenses from its supplier or any other relevant third party.

The limitation of liability set out in this section 22.5 does not apply if the Loading Terminal
is operated by the Seller or an Affiliate of the Seller.

23 Provision of facilities 23.1 The Seller will provide in good working order and at no expense to the Buyer, all
necessary flexible hoses, connections, pipelines, and tankage facilities necessary for
loading the Buyer’s Vessel.

24 Shifting 24.1 The Seller may shift the Vessel from one Berth to another provided the other Berth
is acceptable under the Buyer’s Vetting Procedures. If the Seller shifts the Vessel from one
Berth to another, the Seller will pay all costs related to such shift.

25 Vacation of berth 25.1 The Vessel will vacate the Berth as soon as loading hoses have been disconnected.

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25.2 If Loading Terminal documents are not ready on completion of loading, the Vessel
will await documents at anchorage or use the early departure procedure.

26 Liability due to failure to 26.1 If the Vessel fails to vacate the Berth due to a cause within the control of, or otherwise
vacate associated with, the Vessel and/or the Buyer (including any technical or mechanical failure
or breakdown of the Vessel for any reason), the Buyer will be liable to the Seller for:
a) any excess Berth charge incurred by the Seller as a result of the failure to vacate the
Berth; and/or
b) any demurrage claims incurred and paid by the Seller in relation to the next Vessel
scheduled to load as a result of such failure to vacate the Berth. The Buyer’s liability for
such demurrage will be limited to the excess time taken by the Buyer’s Vessel to vacate
the Berth.

27 Excess Berth utilisation 27.1 If an excess Berth utilisation charge is levied on the Vessel in accordance with the
charge Loading Terminal Regulations or a contractually agreed or otherwise established scale for
any hours of Berth utilisation in excess of a specified period of hours (as the Seller may
advise such scale to the Buyer from time to time), and such charge is not imposed directly
on the Buyer’s Vessel itself, such charge will be for the Buyer’s account, except where such
excess Berth utilisation is caused by the Loading Terminal, the Loading Terminal Authority,
the Seller, or the Seller’s supplier.

Loading
28 Sufficient quantity 28.1 The Seller will have a sufficient quantity of the Goods at the Loading Terminal to
enable loading to commence and continue on an uninterrupted basis.

29 Commencement of loading 29.1 The Seller will commence loading at the earliest opportunity after receiving NOR
even if loading occurs outside the Laydays or any other period specified in the Special
Provisions.

30 Line flushing 30.1 The Seller may instruct the Buyer in writing to request that the Vessel performs line
flushing or line displacement operations.

Indemnity 30.2 If the Vessel is willing to perform line flushing or line displacement operations, the
Seller agrees to indemnify the Buyer against any costs, loss or damage (including legal
costs) that the Buyer may sustain by reason of the Vessel performing this operation in
accordance with the Seller’s instruction.

30.3 This indemnity is the same in scope as the indemnity required by the Vessel owner
to comply with the request.

30.4 This indemnity is in all circumstances:

a) limited in value to 200% of the FOB value of the Goods (determined by reference to
the date of the operation if the Goods are not loaded); and
b) ends two years after the date the operation was completed, unless the Buyer notifies
the Seller of a claim under the indemnity, in which case it remains valid until such claim
has been finally resolved.

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31 Early loading 31.1 The Seller will not be under any obligation to commence loading before 0600 hours
(local time) on the first day of the Laydays (unless otherwise agreed in writing by the
Seller).

32 Time allowed 32.1 Except as otherwise provided in the Special Provisions or other terms applicable
under sections 35.6 to 35.8, the Seller is allowed the following Laytime for loading the
Vessel:

Product/Vessel Laytime

LPG Delivery 24 hours

Vessels of 15,000 tons summer deadweight or less 24 hours

All other cases 36 hours

32.2 All days and holidays included unless loading on the day or holiday in question is
prohibited by law or regulation at the Loading Terminal.

33 Time counting 33.1 Unless the Loading Terminal’s usual Laytime terms apply in accordance with sections
35.6 to 35.8, Laytime will start counting following tender of NOR as set out in this section 33.

33.2 If NOR is given for the Vessel within the Laydays, Laytime will commence at the
earlier of either:
a) 6 hours after tender of NOR; or
b) the commencement of loading.

Vessel arrives at Loading Laytime commences

Terminal within Laydays (Berth or no Berth) at
the earlier of A or B

A
Vessel tenders
NOR (+6 hours)

B
On commencement
of loading

33.3 If NOR is given for the Vessel before the first day of the Laydays, Laytime will
commence at 0600 hours (local time) on the first day of the Laydays or on commencement
of loading, whichever is the earlier.

33.4 If NOR is given for the Vessel after the last day of the Laydays:
a) without prejudice to any of the Seller’s other rights, Laytime will commence when
loading commences;
b) the Seller remains obliged to load at the earliest opportunity after receipt of NOR; and
c) if the Seller fails to load at the earliest opportunity after receipt of NOR, Laytime will
commence 6 hours after that point in time.

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Disconnection of hoses 33.5 Time will cease counting when the loading hoses are finally disconnected after the
Goods have been completely loaded.

33.6 If the Vessel’s departure is delayed for the Seller’s or the Seller’s supplier’s purposes,
time will restart counting 2 hours after the hoses are finally disconnected and will continue
until such delay is over.

Delay 33.7 Any delay arising out of, or in connection with, any of the following situations, where
the situation (or combination of these situations) is the sole reason for the delay, will not
be counted or included in calculating the time taken by the Seller to load the shipment or
the time in respect of which the Seller is liable for demurrage (whether or not the Vessel is
already on demurrage):
a) Vessel awaiting tide, tugs, pilot, daylight restrictions, ice, moderation of weather or sea
state before berthing;
b) Vessel awaiting immigration, customs, or pratique;
c) on an inward passage until the Vessel is all fast at the Berth and gangway placed
securely;
d) Vessel preparing for and handling or shifting of ballast, bilges, slops or other substances,
unless concurrent with cargo operations;
e) Vessel bunkering (the period from bunker barge all fast alongside until bunker barge
away), unless concurrent with cargo operations;
f) restrictions imposed by the owner, charterer, or master of the Vessel;
g) any breakdown or inefficiency of the Vessel’s equipment or failure to comply with the
requirements of the Loading Terminal with respect to equipment aboard;
h) cleaning and/or inspection of the Vessel’s cargo tanks (without prejudice to any
argument that the NOR was invalid);
i) time spent by the Vessel complying with any Loading Terminal Regulations. The Seller
is not entitled to rely on this exception where the time spent is concurrent with cargo
operations, or the Seller is liable for the time spent pursuant to section 16.5;
j) any other delay attributable to the Vessel, the Buyer or agents of the Buyer; or
k) in respect of the Vessel, any onboard strike, lockout, stoppage, or restraint of labour by
the Vessel’s master, officers or crew members.

34 Claims for delays 34.1 All claims by the Buyer for delays to the Vessel (that are not covered by section 35)
will be limited to a claim for time lost at the Demurrage Rate.

35 Demurrage 35.1 If the Seller does not load the shipment within the Laytime allowed, the Seller will pay
the Buyer for excess time used at the Demurrage Rate (a claim for demurrage).

35.2 Time will not count against Laytime, and demurrage will not accrue, during any
period following a declaration of Force Majeure under the Agreement and for so long as
the state of Force Majeure continues.

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Notification 35.3 Any claim for demurrage must be received by the Seller in writing within 45 days of
the date of disconnection of loading hoses (with day 1 being such date) with full supporting
documentation (including, but not limited to, the time computation, NOR, Vessel’s port
log, statement of facts, and, where applicable, evidence of the Demurrage Rate). Any such
documentation not then available will be provided to the Seller within 90 days of the final
disconnection of loading hoses. In addition, and at any time, the Buyer will provide any
other documentation that the Seller may reasonably require. If the Buyer fails to give such
notice or provide such documentation within the above respective time limits, then any
liability of the Seller for demurrage will be extinguished.

f
of on o es
a te c ti os
:D ne h 5 0
a y 1 iscon ding y4 y9
D d lo a Da Da

Seller must receive Buyer will provide Buyer may

any demurrage Seller with any no longer
claim with full previously unavailable claim
supporting documentation
documentation within 90 days
within 45 days

35.4 The terms of section 35.3 (including time limits) do not derogate from any other
terms and time limits that apply to the demurrage claim in accordance with sections 35.6
to 35.8. In the event of any inconsistency, the terms and time limits that apply to the claim
in accordance with sections 35.6 to 35.8 will prevail over the terms and time limits in
section 35.3.

35.5 Subject to section 35.8, the Demurrage Rate will be either:

a) the rate specified in the Special Provisions;
b) the applicable single voyage charterparty rate; or
c) if a) or b) do not apply, then the rate will be as agreed between the parties, and if the
parties fail to agree within 30 days upon the rate, then at the request of either party
(with a copy sent to the other party of the request), such rate will be determined by The
London Tanker Brokers Panel Ltd. (or its successors in title), whose decision will be final
and binding and whose costs will be paid for by the referring party. The referring party
will share the decision with the other party.

Demurrage Rate order of precedence

1 2 3 4
Special Single voyage As agreed The London
Provisions charterparty between Tanker Brokers
rate the parties Panel Ltd

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35.6 The Buyer will only be entitled to recover demurrage as follows:

Situation Buyer’s entitlement

a) The Loading Terminal has Laytime Subject to section 35.7, demurrage will be
and demurrage terms that are calculated in accordance with the Loading
usually applied at the Loading Terminal’s usual Laytime and demurrage
Terminal and the Seller operates the terms (including time bars).
Loading Terminal.

b) The Loading Terminal has Laytime Subject to section 35.7, the amount
and demurrage terms that are of demurrage will be calculated in
usually applied at the Loading accordance with the Loading Terminal’s
Terminal and the Seller does not usual Laytime and demurrage terms
operate the Loading Terminal. (including time bars) and will be limited to
the amount that the Seller recovers from
the Loading Terminal or its supplier.

c) Loading Terminal has no Laytime Demurrage will be calculated in

and demurrage terms that are accordance with the terms of the
usually applied at the Loading Agreement.
Terminal.

35.7 For the purposes of sections 35.6a) and 35.6b), the Seller may rely on the Laytime
and demurrage terms that are usually applied at the Loading Terminal unless the Seller has
failed to comply with section 16.4, in which case section 35.6c) will apply.

35.8 Where the Seller is entitled to rely on the Laytime and demurrage terms that are
usually applied at the Loading Terminal:
a) such terms will prevail over sections 32, 33, 35.2 and 35.3 to the extent that they
conflict; and
b) the Demurrage Rate contained in the Loading Terminal’s usual Laytime and demurrage
terms will apply, but if there is none, then the Demurrage Rate determined in accordance
with section 35.5 will apply.

35.9 Under section 35.6b), the Seller will use reasonable endeavours to recover
demurrage from the Loading Terminal or its supplier.

35.10 If the Goods are co-loaded with Goods being delivered to the Buyer by another
supplier at the same Berth, the Seller will only be liable for that proportion of the demurrage
equal to the ratio of the volume Delivered by the Seller to the total volume loaded onto
the Vessel at that Berth.

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Alternative mode of loading

36 Notification and approval 36.1 Where not already agreed in the Special Provisions, the parties may agree that
Delivery is made by Alternative Loading and will not unreasonably withhold acceptance
of a request by the other party for Alternative Loading.

36.2 If the Loading Terminal requires Alternative Loading:

a) the Seller will notify the Buyer of the place of loading; and
b) the Buyer will have a reasonable right to approve or reject the place of loading.

36.3 If the Vessel requires Alternative Loading:

a) the Buyer will notify the Seller of the place of loading; and
b) the Seller will have a reasonable right to approve or reject the place of loading.

37 Berth 37.1 Where Alternative Loading is agreed by the parties, the place of Alternative Loading
will be deemed the Berth for the purposes of the Agreement and all references to the Berth
will be construed accordingly.

38 Compliance with guidelines 38.1 Alternative Loading will be carried out following the procedures set out in the
following:
Transfer guidelines
a) ICS/OCIMF/CDI/SIGTTO Ship-to-Ship transfer guides for Petroleum, Chemicals and
Liquified Gases; and
b) MARPOL Annex I as amended by Resolution MEPC.186 (59), Chapter 8: Prevention of
Pollution during Transfer of Oil Cargo between Oil Tankers at Sea, Regulations 40, 41,
42 for the transfer of Petroleum, Chemicals and Liquified Gases.

For the avoidance of doubt, Schedule B’s provisions will apply to both supplying and
receiving Vessels concerning ship-to-ship transfer operations.

Mooring guidelines 38.2 All Vessels taking part in Alternative Loading will comply with OCIMF Mooring
Equipment Guidelines, including the mooring lines to be in good condition, of same
material and strength to ensure no mixed moorings in place and mooring lines changed
end-to-end in line with the requirements and industry guidance.

39 Alternative loading time and 39.1 If the Seller or Loading Terminal request Alternative Loading, the Seller will pay for
charges all direct and operational costs associated with such loading. The Seller will also pay for
any additional direct costs in excess of those provided for in sections 22 and 23 unless
Sellers request
otherwise agreed by the parties.

Buyer’s request 39.2 If the Buyer or Vessel request Alternative Loading, all direct and operational
costs associated with such loading will be for the Buyer’s account except any claim for
demurrage, which will be determined in the usual way under sections 32, 33, and 35.

Loading time 39.3 The place of Alternative Loading will be deemed the Berth and all time expended in
connection with Alternative Loading will count as Laytime for the purposes of calculating
time counting and the liability for demurrage under the provisions of sections 32, 33 and
35.

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40 Risk and Title 40.1 In the event of Alternative Loading, the risk and title in the Goods supplied will pass
to the Buyer as the Goods pass the Vessel’s permanent hose connection at the Berth.

41 Quantity supplied 41.1 In the event of Alternative Loading, the quantity of Goods supplied will be the
quantity determined at the Loading Terminal basis the average of the quantity discharged
from the supplying Vessel and the quantity received by the receiving Vessel, both adjusted
by Vessel experience factor, to be determined/witnessed by a mutually acceptable
independent inspector attending the loading.

42 Agent 42.1 Either party may appoint an agent for the Alternative Loading, subject to any
necessary prior Agreement of the Loading Terminal Authority. Such appointments will be
notified in writing to the other party.

43 Expeditor 43.1 Either party may appoint an expeditor for the Alternative Loading at its own
cost, subject to any necessary prior Agreement of the Loading Terminal Authority. Such
appointments will be notified in writing to the other party.

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Payment

Payment obligation
44 Payment documents 44.1 The Buyer will pay the full amount for the Goods without any discount, deduction,
withholding, offset or counterclaim upon receipt of:
a) the Seller’s invoice; and
b) a full set of original clean bills of lading issued or endorsed to the order of the Buyer or
Buyer’s bank.

Indemnity 44.2 If the documents referred to in section 44.1 are not available on or before the
payment due date, the Buyer will pay the Seller upon presentation of:
a) the Seller’s invoice (provisional invoice acceptable where the provisions of section 47
apply); and
b) the Seller’s letter of indemnity (in the format set out in Schedule C):
i) signed by Seller (at its sole discretion); and
ii) if so requested by the Buyer, counter-signed by a bank acceptable to the Buyer
provided that the Buyer can show reasonable grounds to believe that the financial
condition of the Seller has deteriorated materially between the date of the
Agreement and date of presentation of the Seller’s letter of indemnity.
A PDF is acceptable.

45 Negative price event 45.1 The parties recognise volatility in the relevant markets may result in a negative price
for the Goods resulting from the application of the pricing during the relevant period.

45.2 In the event of a negative price in these circumstances, the parties agree there will
automatically be a price floor of zero, meaning that the Buyer will pay nothing for the
Goods and the Seller will not be required to pay the Buyer to receive the Goods. This
price floor will be applied to the price of the physical commodity only before including the
pricing impact of any other ancillary costs.

45.3 The Buyer and the Seller accept that, notwithstanding any negative price or the
price floor of zero, the Agreement remains valid and valuable consideration has been
given and received based on the mutual covenants and undertakings of the parties.

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Invoice
46 Seller’s invoice 46.1 The Seller will prepare the invoice based on the certificate(s) of quantity and quality
(if applicable) issued in accordance with section 8.

47 Provisional invoice 47.1 Where payment will be made in advance, or where the applicable pricing mechanism
does not allow for the preparation of a final invoice prior to the payment due date, the
Provisional invoice preparation
Seller may issue a provisional invoice.

The provisional invoice will, unless otherwise agreed between the parties, be based upon:
a) the pricing information available to the Seller at the time it issues such provisional
invoice; and
b) the loaded quantity (as stated on the certificate of quantity) where known at the time
of preparation of the provisional invoice, or if not known, the maximum contractual
quantity specified in the Special Provisions.

Provisional invoice payment 47.2 The Buyer will make payment upon receipt of:
a) a provisional invoice; and
b) where the Goods have been loaded before the due date for payment of the provisional
invoice, either a full set of original clean bills of lading (issued or endorsed to the
order of the Buyer or Buyer’s bank), or a Seller’s letter of indemnity in accordance with
section 44.2b.

Final invoice 47.3 The Seller will prepare a final invoice as soon as practicable after all the relevant
pricing information becomes available to the Seller.

47.4 The parties will pay any balance due under the final invoice within 3 New York
banking days of receipt of the invoice.

47.5 Unless otherwise agreed in the Special Provisions, no interest will be due on the
difference between the provisional and final invoice.

Repayment of cash in advance 47.6 Where the Buyer has paid the Seller in advance and Delivery is not made (including
when caused by Force Majeure), the Seller will repay the advance payment to the Buyer.
The Seller will pay the Buyer on or before 3 New York banking days after the demand is
received by the Seller.

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Payment method and due date

48 Payment method and 48.1 Except as expressly provided elsewhere in the Agreement, payment of the full amount
currency of all sums due under the Agreement will be made without any discount, deduction,
withholding, offset or counterclaim.

48.2 The Buyer will pay the Seller according to the details in the following table:

Currency USD

Method Wire transfer of same-day funds

Details to be quoted on payment Seller’s invoice number and Buyer’s name

Sellers account details for payment Seller’s bank, account name and number
as specified in the Special Provisions, or as
otherwise notified by the Seller to the Buyer
in writing

48.3 Payment is made when funds are received by the Seller.

48.4 Notwithstanding the currency of payment in the Agreement, it is a condition of the

Agreement that the payment for the Goods at the contract price, and any other payment
envisaged hereunder, can be freely made and received in USD via standard banking
channels processing to or through the United States of America.

49 Payment due date 49.1 The Buyer will pay for the Goods on the payment due date specified in the Special
Provisions or Security Notice. If there is no payment due date specified in respect of the
Goods, the Buyer will pay for the Goods on or before 3 New York banking days after the
date title in the Goods passes to the Buyer.

s
d ay
k ing
b an
Y ork
w y1 y2 y3
Ne Da Da Da

Title in Buyer will make

Goods payment for the
passes to Goods unless the
the Buyer Special Provisions
specify a different
due date or require
cash in advance

49.2 All documents for payment for the Goods will be Delivered to the Buyer no later than
3 New York banking days prior to the payment due date.

49.3 If the documents for payment for the Goods are not Delivered to the Buyer in
accordance with section 49.2, the Buyer will pay the Seller no later than 3 New York
banking days after receiving the documents for payment.

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49.4 The parties will pay for all other amounts (other than the price for the Goods) due
under the Agreement on the date specified in the relevant invoice. If there is no payment
due date specified in the relevant invoice in respect of other amounts due, payment will be
due on or before 3 New York banking days after the date the invoice is received.

49.5 Any payment due on a Sunday or bank holiday Monday in New York will be made
on the first New York banking day following. Any payment due on a Saturday or any other
bank holiday in New York, will be made on the last preceding banking day in New York.

Late Payments 49.6 Provided the Seller has complied with section 49.2, any amount not paid when due
will bear interest from its due date up to and excluding the date payment is made in full at
the rate of 3% above the SOFR 30-Day Average.

49.7 Section 49.6 is not an Agreement by the Seller to extend credit to the Buyer.

49.8 Any interest payable to the Seller will be engrossed for withholding tax, if any, such
that the net amount received by the Seller after the deduction of any withholding tax will
be equal to the full amount of interest due.

Non-compliance with obligation 49.9 If the Buyer fails to pay for the Goods in accordance with the applicable payment
to pay for the Goods obligations (including providing acceptable Payment Security as detailed in section 50),
the Seller may, by written notice to the Buyer, and without any liability whatsoever for
any cost, loss, or damage (including liabilities to third parties) incurred by the Buyer,
immediately:
a) terminate the Agreement and claim damages; or
b) without prejudice to the right to terminate the Agreement, suspend or cancel Delivery
of all or any supplies of Goods.

49.10 The Buyer will be liable for all costs, losses, and damages incurred by the Seller due
to the Buyer’s breach, including but not limited to any demurrage payable by the Seller
regarding the Vessel or other Vessels waiting at the Loading Terminal.

49.11 Termination under section 49.9 will be without prejudice to any right of action or
claim accrued on or before the date of termination.

49.12 The Seller’s rights under sections 49.8 to 49.10 only apply in relation to non-
payment for the Goods.

Buyer’s right to delay if different 49.13 If, less than 10 Business Days before the payment due date, the Seller asks for
bank account payment to be made to a bank account that is different to that which has previously
been accepted for settlement, the Buyer has the right to delay payment without incurring
interest if, and to the extent that, such delay is necessary to establish the validity of the
requested change and conduct KYC checks on the bank.

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Security
50 Security for payment 50.1 For the purposes of this section 50, Letter of Credit refers to either the documentary
letter of credit or standby letter of credit as applicable.

Issuer 50.2 Where Payment Security is required in the form of a Letter of Credit, the Buyer (as
applicant) will cause the Letter of Credit to be issued (and confirmed if required by Seller)
at the Buyer’s cost, with or confirmed by a bank acceptable to the Seller (Security Bank)
in terms specified in this section 50.

50.3 The Security Bank must remain acceptable to the Seller, or the Seller will be entitled
to demand a re-issue of the Letter of Credit at the Buyer’s cost.

Amount 50.4 The Letter of Credit will be sufficient to cover the contractual mean value of the
Goods at the price specified in the Special Provisions plus 15 percent and an additional
amount to cover escalation in duties, including VAT/GST, if appropriate.

Form 50.5 The Buyer will cause the Letter of Credit to be advised or confirmed in writing by the
Security Bank to the Seller in a form acceptable to the Seller.

50.6 The construction, performance and validity of all Letters of Credit will be governed
by and construed in accordance with English Law.

Timing 50.7 The Letter of Credit will be so advised or confirmed by no later than the date/time:
a) as specified in the Special Provisions; or
b) as specified in the Security Notice; or
c) where the date/time is not specified in the Special Provisions or the Seller’s Security
Notice, by not later than 1600 hours (London time) on the 10th day prior to the first day
of the Laydays.

50.8 If the date of the Agreement is later than any of the dates for issuing and/or
confirming the Letter of Credit specified in the Special Provisions or this section 50, then the
Buyer will make best efforts to issue or confirm the Letter of Credit as soon as practicably
possible and never later than 1200 hours (London time) on the day immediately before
the first day of the Laydays.

Location 50.9 Pursuant to such Letter of Credit, the Seller will present the documents referred to in
the Letter of Credit at the counter of the Security Bank or its correspondent bank in London.

Costs 50.10 The Buyer will be responsible for all costs related to the Letter of Credit.

Terms 50.11 The Letter of Credit will not amend the provisions of the Agreement unless the Seller
and the Buyer expressly agree in writing to such amendment.

Extension 50.12 If the loading of the Vessel will not take place within the period for such loading
referred to in the Letter of Credit, the Buyer will either obtain an extension of such period
for loading or provide a new Letter of Credit in terms acceptable to the Seller, failing which
the Seller can suspend loading and time will cease counting for Laytime or demurrage
purposes until loading resumes.

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Security Notice 50.13 If Payment Security is not provided for in the Special Provisions, and the Seller has
reasonable grounds to:
a) believe that the financial condition of the Buyer has deteriorated between the date of
the Agreement and the date that a demand under this section is made; or
b) anticipate that the Buyer’s ability to make payment may be adversely affected by
sanctions or geopolitical events,
the Seller will be entitled to demand that payment will be made either:
i) by means of a Letter of Credit; or
ii) by advance payment in accordance with section 47.

50.14 If the Seller wishes to make such a demand, they must do so in a Security Notice
and give the Buyer notice of not less than 2 Business Days in which to provide the Payment
Security. The Buyer will choose whether to make payment by Letter of Credit or advance
payment and, subject to this notice requirement, arrange the same by the time stated in
the Security Notice.

Taxes and duties

51 VAT/GST and similar tax 51.1 The price of the Goods is exclusive of Value Added Tax (VAT), Goods and Services
Tax (GST), or any similar tax.

Tax invoice 51.2 If VAT, GST, or any similar tax is payable under the applicable rules at the Loading
Terminal, the Seller will issue a valid tax invoice setting out the VAT, GST, or similar tax that
is payable (Tax Invoice).

Payment 51.3 The Buyer will pay the applicable VAT, GST, or similar tax:
a) to the Seller in addition to the price specified in the Special Provisions; and
b) in the invoicing currency for the Goods (where necessary, converted from the value
in the local currency at the appropriate exchange rate prevailing at the date of the
relevant tax point).

Zero-rated Goods 51.4 Where the Goods can be zero-rated for VAT, GST, or similar tax, the Buyer will
provide evidence that this is the case (Evidence of Zero-Rating) as set out in the following
table:

Type of sale Time period Evidence of Zero-Rating

All sales (where zero As defined in the relevant Evidence satisfactory to the
rating can apply) indirect tax laws and relevant authorities to allow
regulations applicable in the zero rating of the Goods,
the country of loading including, but not limited to
evidence of where the Goods
have been discharged

Additonal requirement Before transfer of title in A valid VAT registration number

where Loading Terminal the Goods to the Buyer issued by an EU state other
and Discharge Port are in than the EU state in which the
EU member states Loading Terminal is situated

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51.5 Where the Buyer has provided valid Evidence of Zero-Rating in respect of the Goods,
the Seller will issue a valid Tax Invoice in respect of the Goods that is zero rated for the
applicable zero-rated taxes.

Absence of or deficiency in 51.6 If the Buyer fails to provide Evidence of Zero-Rating as set out in section 51.4, or
Evidence of Zero-Rating there is any deficiency in the Evidence of Zero-Rating provided by the Buyer, the Seller
will be entitled to issue a further Tax Invoice for the amount of any VAT, GST, or similar
tax payable on the Goods (inclusive of duty if appropriate) together with any penalties
and/or interest charged by the relevant tax authorities at the rate stipulated under the
applicable tax rules.

Indemnity 51.7 The Buyer will indemnify the Seller in respect of any costs, penalties and interest
incurred by the Seller as a result of the Buyer’s failure to pay, or delay in paying, any VAT,
GST, or similar tax in accordance with the Agreement.

Reimbursement 51.8 If the Seller subsequently obtains a credit or repayment from the authorities of any
VAT, GST, or similar tax paid by the Buyer in respect of the Goods, the Seller will reimburse
the Buyer with the net amount so credited or repaid less any costs, penalties and interest.
The Seller will use all reasonable efforts, at the cost of the Buyer, to obtain such credit or
repayment.

52 Excise duty or Mineral Oil 52.1 Excise duty or Mineral Oil Tax is payable when excisable Goods leave any duty
Tax suspension arrangements, for example:
a) when the Goods are released for consumption or otherwise made available for
consumption (generally via the excise tax warehouse system); or
b) when missing consignments and other dutiable shortages are discovered during the
course of duty-suspended movement; or
c) due to non-compliance with the Excise Duty Suspension Regime as per EU Directive
2008/118 (or such Directive’s amendment or replacement).

Indemnity 52.2 Subject to sections 52.3 and 52.4, the Buyer will indemnify the Seller against all
liabilities in respect of Excise Duty or Mineral Oil Tax, whether:
a) incurred directly by the Seller; or
b) incurred indirectly by the Seller being liable to reimburse amounts equivalent to such
duty or tax to: its supplier, the owner of the excise tax warehouse premises from which
the Goods are despatched, or any other relevant party.

52.3 The Buyer will not be liable to the Seller for liabilities in respect of Excise Duty or
Mineral Oil Tax resulting from default by:
a) the Seller; or
b) the Seller’s supplier(s); or
c) the relevant excise tax warehouse premises.

52.4 The Buyer will not be liable to the Seller for liabilities in respect of Excise Duty or
Mineral Oil Tax if the Buyer is able to provide the information required by the relevant
authorities to avoid such duty or tax becoming due on the Goods and the Seller (or its
supplier(s), the relevant excise tax warehouse premises, or other relevant party) is not
liable for the duty or tax.

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Goods moving between EU 52.5 If the Goods are moving between EU member states and are listed under Article
member states 20 of the EU Energy Directive 2018/552 (an amendment to Directive 2003/96/EC) (or
such Directives’ amendment or replacement), the Buyer will comply with the procedures
set out in Council Directive 2008/118/EC (or such Directive’s amendment or replacement)
concerning the general arrangements for excise duty using the Excise Movement and
Control System (EMCS).

Goods moving within the UK 52.6 If the Goods are moving within the UK, the Buyer will comply with:
a) the procedures set out in The Excise Goods (Holding, Movement and Duty Point)
(Amendment etc.) (EU Exit) Regulations 2019 (or such Regulations’ amendment or
replacement); and
b) the procedures concerning the general arrangements, excise duty and movement of
excisable products in the UK.

53 Other tax, duties, etc. 53.1 This section 53 applies in respect of any taxes, duties, imposts, fees, charges, and
dues of every description (Taxes and Duties) that are not VAT, GST or Mineral Oil Tax as
described in sections 51 and 52, and are:
a) imposed or levied on the Goods by any government, local authority, or port authority;
or
b) imposed or levied on the export, Delivery, transportation, ownership, sale, or use of the
Goods by any government, local authority, or port authority.
The Taxes and Duties are for the account of the Buyer and Seller as follows:

Moment at which liability for Taxes Taxes and Duties are for account of
and Duties arises

Any stage before risk in the Goods has Seller’s account

passed to the Buyer.

Any stage after risk in the Goods has Buyer’s account

passed to the Buyer.

Import duty preference regime 53.2 If an import duty preference regime is available for the Goods by virtue of a Free
Trade Agreement, the Buyer can instruct the Seller that such a regime applies. For such an
instruction to be valid, the Buyer must provide the Seller with the instruction prior to the
Vessel’s departure from the Loading Terminal.

53.3 Provided the Buyer provides a valid instruction that an import duty preference
regime is available, the Seller will provide the applicable Qualifying Origin Certificate
to the Buyer or its representative at the Discharge Port at or before the time of discharge.

53.4 A Qualifying Origin Certificate is:

a) a document generally available and valid in the country of loading that attests to the
preferential origin of the Goods: or
b) where the form of certificate is provided by the Buyer, such certificate as may be
accepted and executed by the relevant body or authority required to execute it in
accordance with the applicable Free Trade Agreement.

Goods moving between the EU 53.5 If the Goods are of EU or UK origin, the Seller will provide the Buyer with an
and the UK origin statement in accordance with Annex 7 (formerly Annex ORIG-4) of the Trade and
Cooperation Agreement (TCA) between the European Union and the United Kingdom.

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Governance

Force Majeure
54 No liability for failure 54.1 Neither party will be responsible or liable for a failure to perform any of its obligations
to perform due to Force (in whole or in part) under the Agreement if and to the extent that party proves that the
Majeure failure was due to Force Majeure.

55 Accrued payment obligations 55.1 Force Majeure will not relieve a party from any accrued payment obligation(s) under
the Agreement, whether in respect of price, or any other financial obligation whatsoever.

56 Notice 56.1 If a party wishes to be relieved of any of its obligations under the Agreement due
to Force Majeure, that party (the Relying Party) will promptly give notice in writing to the
other party (the Other Party).

56.2 The notice will set out in as much detail as possible:

a) the party’s intention to rely on these Force Majeure provisions; and
b) the Force Majeure and its effect on the Relying Party’s ability to perform its obligations;
and
c) the relief the Relying Party seeks.

57 Mitigation efforts 57.1 The Relying Party will use reasonable endeavours to mitigate and overcome the
effects of Force Majeure.

57.2 When and if possible, the Relying Party will provide the other party with updates on
the extent and expected duration of the Force Majeure.

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58 Relief 58.1 The appropriate relief under this section will be as shown in the following table:

Effect of Force Majeure on Relying Relief

Party’s ability to perform its
obligations

Impossible to perform obligations for the Either party may, by written notice, terminate
foreseeable future the affected delivery obligation(s) without
either party being liable for damages,
penalties, or other contractual sanctions.

Delays, hinders, reduces or interferes Immediate postponement of the affected

with ability to perform obligations obligation(s), without liability for damages,
penalties, or other contractual sanctions, for a
period until the earliest of:
a) such time as the state of Force Majeure
ceases; or
b) termination of the affected Delivery
obligation(s) by the party entitled to do so
in accordance with the following:
i) on written notice by the Other Party at
any time after midnight local time on
the last day of the Laydays; or
ii) on written notice by either party at
any time after midnight local time on
the day falling seven (7) days after the
last day of the Laydays.

59 Seller’s obligations 59.1 If the Relying Party is the Seller, it will not be obliged to purchase from other suppliers
to make good any shortages or deficiency of Delivery resulting from Force Majeure.

60 Force Majeure interpretation 60.1 Delay or failure to comply with the notice requirements in section 56 will not deprive
the Relying Party of the right to claim relief, but may make the Relying Party liable in
damages to the Other Party for loss(es) that could have otherwise reasonably been
avoided.

60.2 Nothing in these Force Majeure sections 54 to 60 will be taken to limit or prevent
the operation of the English common law doctrine of frustration.

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Insolvency
61 Termination or suspension for 61.1 Notwithstanding anything to the contrary express or implied elsewhere in the
insolvency Agreement and without prejudice to its other rights, either party may immediately terminate
the Agreement or suspend Delivery until further notice in the following circumstances:
a) a liquidator (other than for the purpose of amalgamation or reconstruction),
administrator, trustee in bankruptcy, receiver or receiver and manager is appointed in
respect of the assets and/or undertaking of the other party; or
b) an appointment similar to that described in section 61.1a is made under any applicable
law; or
c) the other party enters into an arrangement or composition with its creditors; or
d) an arrangement or composition similar to that described in section 61.1c is made under
any applicable law; or
e) a party has reason to anticipate an appointment, arrangement or composition similar
to that described in sections 61.1a to 61.1d.

61.2 The party wishing to terminate the Agreement or suspend Delivery for the
circumstances described in section 61.1, will notify the other party in writing.

Limitation of liabilities
62 Excluded liabilities 62.1 The exclusions and limitations of liability set out in this section 62 will not apply in
respect of indemnities provided pursuant to sections 30, 44, 51, and 52 or if, and to the
extent, expressly stated otherwise in the Special Provisions.

62.2 Neither party will be liable to the other party in respect of any actual or expected:
a) loss of profits; or
b) losses resulting from business interruption, plant shut-down, or reduced production; or
c) loss of use; or
d) loss of contracts; or
e) loss of business opportunity; or
f) loss of goodwill; or
g) exemplary, moral or punitive damages.

62.3 The losses referred to in section 62.2a to 62.2g include both direct and indirect
losses.

62.4 Neither party will be liable to the other party for, or in respect of, any special,
indirect, or consequential loss, of any type.

62.5 References to ”liability” under this section 62 include liability for any negligent
act or omission under the Agreement or in connection with it, or liability in contract, tort,
breach of statutory duty or otherwise.

63 Survival of limitations of 63.1 The exclusions and limitations of liability will survive the termination or expiry of the
liability Agreement.

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64 Time bar 64.1 For any Dispute, valid legal proceedings must be commenced in accordance with
section 69 (or in accordance with the Special Provisions) within one year of the date the
Goods were Delivered (or should have been Delivered if not Delivered).

64.2 Any Dispute not protected by the commencement of valid legal proceedings within
the applicable period set out in section 64.1 is time barred and any liability or alleged
liability of the other party will be fully and finally extinguished.

64.3 For the avoidance of doubt, section 64.1 does not derogate from any other provisions
requiring compliance with a given time period (including, but not limited to, any claims
arising under sections 11 and 35). The time period specified in any other provisions is an
additional requirement to that in section 64.1 and any such provisions will remain in full
force and effect.

64.4 This section 64 does not apply in respect of the indemnities provided pursuant to
sections 30, 44, 51, and 52, or in respect of matters arising from taxes and duties that are
subject to the time limits prescribed by applicable law.

Applicable law
65 Governing law 65.1 The construction, validity and performance of the Agreement and any Dispute or
claim arising out of or in connection with it or its subject matter or formation (including
non-contractual Disputes or claims) will be exclusively governed by English law to the
exclusion of any other law, which may be imputed in accordance with choice of law rules
applicable in any jurisdiction.

66 UN Convention 66.1 The United Nations Convention on Contracts for the International Sale of Goods of
Vienna, 11th April 1980, does not apply to the Agreement.

67 Third party rights 67.1 No provision of the Agreement is intended to, or does, confer a benefit or remedy
on any third party.

67.2 No person, company or other legal entity who is not a party to the Agreement will
have or be able to acquire any rights in relation to the Agreement, whether by virtue of the
Contracts (Rights of Third Parties) Act 1999 or otherwise.

67.3 The parties may rescind or vary the Agreement, whether in whole or in part, without
the consent of any third party.

68 Sovereign immunity 68.1 Each party warrants that it has entered into the Agreement in a purely commercial
capacity and that, with respect to the Agreement, it is in all respects subject to civil and
commercial law.

68.2 Each party irrevocably, unconditionally, and to the fullest extent permitted by law
waives any rights of sovereign immunity that it may now have or to which it may later
become entitled in respect of its position, or any property, and/or assets (present or
subsequently acquired and wherever located) belonging to it. Such rights of sovereign
immunity, whether arising from litigation or arbitration or any other method of Dispute
resolution, include, but are not limited to, immunity from: service of process; jurisdiction;
suit; judgment; set-off; counterclaim; attachment; interim relief; enforcement; or execution.

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Dispute resolution
69 Arbitration 69.1 Any Dispute will be referred to arbitration in accordance with the terms of sections
69 to 74 as set out as in the following table:

Claim or counterclaim amount, Arbitration proceedings

excluding interest and costs

Neither claim nor counterclaim exceed LMAA Small Claims Procedure - section 72
USD 100,000

Claim above USD100,000 up to USD 1 LMAA terms - section 71

million.

Claims above USD 1 million London Court of International Arbitration

(LCIA) - section 70

69.2 The following will apply to any arbitration under the Agreement (excluding LMAA
Small Claims Procedure):
a) The arbitration will be conducted before a panel of three arbitrators, unless the parties
agree on the appointment of a sole arbitrator (the Tribunal).
b) Each party will Nominate one arbitrator. The two arbitrators nominated by or on
behalf of the parties will Nominate the third arbitrator, who will act as chairperson of
the Tribunal.
c) The chairperson will be an English-qualified lawyer, a King’s Counsel or an ex-Court
Judge of England.
d) The seat of arbitration will be London, England.
e) The language of the arbitration will be English.
f) The parties waive any rights to any kind of punitive damages and the Tribunal will not
award such damages.
g) The arbitration award will be in writing.

70 London Court of 70.1 Where a party’s claim figure, excluding interest and costs (irrespective of any notified
International Arbitration or anticipated counterclaims and valued at the time when the arbitration proceedings
(LCIA) are commenced), is for an amount exceeding USD 1 million, the arbitration (including
any counterclaim) will be conducted in accordance with the rules of the London Court of
International Arbitration (LCIA) current at the time arbitration proceedings are commenced
and such rules are deemed incorporated into this Agreement.

71 London Maritime Arbitrators 71.1 Where a party’s claim figure, excluding interest and costs (irrespective of any notified
Association (LMAA) or anticipated counterclaims and valued at the time when the arbitration proceedings
arbitration are commenced), is for an amount of USD1 million or less, the arbitration (including any
counterclaims) will be conducted in accordance with the London Maritime Arbitrators
Association (LMAA) terms current at the time when the arbitration proceedings are
commenced and such LMAA terms are deemed incorporated into this Agreement.

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72 London Maritime Arbitrators 72.1 In cases where neither the claim nor any counterclaim exceeds the sum of USD
Association (LMAA) Small 100,000 excluding interest and costs (with this limit applying separately to claims and
Claims Procedure counterclaims and not as an aggregate figure), the arbitration will be conducted in
accordance with the LMAA Small Claims Procedure current at the time when the arbitration
proceedings are commenced.

73 Awards 73.1 For any award rendered under LMAA arbitration pursuant to sections 71 and 72, the
award will be final and binding on the parties without any appeal to the Courts and the
parties agree to carry out an arbitration award without delay.

74 Enforcement, interlocutory 74.1 Any award or judgment given pursuant to sections 69 to 74, or the Special Provisions
and interim action may be enforced in the courts of any country.

74.2 Nothing in the Agreement will prohibit a party from pursuing arrest, attachment
and/or other conservatory, interlocutory or interim relief in any court with competent
jurisdiction in relation to the Goods or the Vessel.

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Compliance

Health, safety and environment

75 REACH 75.1 EU REACH applies if the Loading Terminal or Discharge Port is located within the
European Economic Area (EEA) or Northern Ireland and the Goods include any grade of
Crude Oil or Product not classed as exempt under EU REACH.

75.2 UK REACH applies if the Loading Terminal or Discharge Port is located within Great
Britain and the Goods include any grade of Crude Oil or Product not classed as exempt
under UK REACH.

75.3 The parties agree to comply with all applicable obligations under REACH.

76 Seller’s responsibilities 76.1 The Seller will provide the following information (Substance Identifier) to the Buyer
for each chemical substance contained in or comprising the Goods to the best of Seller’s
knowledge:
a) the Chemical Abstracts Service (CAS) registry number; and/or
b) the European Community (EC) number, which includes European Inventory of Existing
Chemical Substances (EINECS), European List of Notified Chemical Substances
(ELINCS), no-longer polymers list (NLP), or any other appropriate identifier number as
defined by REACH; or
c) if the Seller is unable to provide the information described in a) or b) above, the
necessary information to ascertain the CAS or EC number.

76.2 The Seller will provide the Substance Identifier as soon as practically possible and in
any event no later than the time of Delivery of the Goods.

76.3 If the Seller is not an EEA manufacturer or UK manufacturer, and not subject to
obligations under REACH in respect of the Goods, the Seller:
a) provides no warranty or representation as to the accuracy or completeness of any
Substance Identifiers it provides to the Buyer; and
b) accepts no liability for loss, damage, delay or expense incurred by the Buyer for
whatever reason arising from the Buyer’s reliance on the accuracy of any Substance
Identifiers provided by the Seller and the existence of a valid (pre) registration of the
Substances to be imported into the EEA or UK as the case may be.

77 Safety Data Sheet (SDS) 77.1 The Seller will provide the Buyer with the following for the Goods:
a) a copy of the current Safety Data Sheet (SDS); and
b) any other information relating to health, safety and environmental data in compliance
with the requirements of any applicable laws, rules or regulations.

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78 Buyer’s responsibilities 78.1 For the purposes of this section 78, supplies has the same meaning as supply set out
in Section 46 of the UK Consumer Protection Act 1987.

78.2 The Buyer will provide its employees; agents; contractors; customers and other
persons it supplies the Goods to with the SDS and other information received from the
Seller pursuant to section 77.

78.3 The Buyer will be responsible for any consequences that result from the use of an
SDS.

78.4 The Buyer will provide a copy of the SDS to all persons responsible for the
management of health, safety and environment matters within its own organisation.

78.5 The Buyer will provide its employees with appropriate information and training to
enable the employees to handle and use the Goods in a manner that does not endanger
the employees’ health or safety.

79 Liability 79.1 To the extent permissible by law, the Seller will not be responsible for any loss,
damage or injury resulting from any inherent hazards in the Goods.

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Facilitation payments and anti-corruption

80 Facilitation payments and 80.1 Each party represents, warrants, and covenants that in connection with the Agreement
anti-corruption and the business resulting therefrom:
a) it is aware of and will comply with Anti-Corruption Laws;
b) whether directly or indirectly, it has not made, offered, authorised, or accepted and will
not make, offer, authorise, or accept any payment, gift, promise, or other advantage, to
or for the use or benefit of:
i) any government official or any officer or employee of a government or any
department, agency or instrumentality of any government;
ii) any officer or employee of a public international organization;
iii) any person acting in an official capacity for or on behalf of any government
or department, agency, or instrumentality of such government or of any public
international organization;
iv) any political party or official thereof, or any candidate for political office;
v) any director, officer, employee or agent/representative of an actual or prospective
counterparty, supplier or customer of Buyer or Seller;
vi) any other person, individual or entity at the suggestion, request or direction or for
the benefit of any of the above-described persons and entities, or
vii) any other person,
in each case, where that payment, gift, promise, or other advantage would contravene
or otherwise violate the Anti-Corruption Laws;
c) it has maintained and will maintain adequate written policies, procedures and internal
controls to comply with Anti-Corruption Laws;
d) in the event a party becomes aware it has breached an obligation in this section 80.1,
it will promptly notify the other party, subject to the preservation of legal privilege (if
applicable);
e) it has used and will use reasonable efforts to require any subcontractors, agents, or any
other third parties to also comply with the foregoing requirements in this section 80.1;
f) only a party (and not its Affiliates or a third party) shall make payments to the other
party, except with the prior written consent of all parties; and
g) subject to section 82, it will provide information (which unless publicly available will
include documentary evidence) in support of the other/requesting party’s ongoing
KYC process requirements, about its ownership, officers, and corporate structure
(including any changes thereto).

80.2 Without limitation to any other available remedies, either party may terminate
the Agreement forthwith, upon written notice to the other party at any time if, in its
reasonable judgement and supported by credible evidence, the other party is in breach
of, or its subcontractors, agents, or other third parties are in breach of, any of the above
representations, warranties or covenants in this section.

80.3 Nothing in the Agreement shall require a party to perform any part of the Agreement
or take any actions if, by doing so, the party would not comply with the Anti-Corruption
Laws. The obligations in section 80.1d) and this section 80.3 will survive the termination
or expiry of the Agreement.

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Sanctions and trade controls

81 Sanctions and trade controls 81.1 Each party represents, warrants, and covenants that, in connection with the Agreement
and the business resulting therefrom, it will comply with applicable Trade Control Laws.
Notwithstanding anything to the contrary elsewhere in the Agreement:
a) Nothing in the Agreement is intended, and nothing herein will be interpreted or
construed, to induce or require either party hereto to act in any manner (including
failing to take any actions in connection with a transaction) that is inconsistent with,
penalised or prohibited under any Trade Control Laws or that would otherwise expose
such party to a risk of being added to a Restricted Party list or otherwise becoming the
target of any national, regional or multilateral trade or economic sanctions under Trade
Control Laws.
b) Neither party will be obliged to perform any obligation otherwise required by the
Agreement (including without limitation an obligation to: i) perform, Deliver, accept,
sell, purchase, pay or receive monies to, from, or through a person or entity, or ii)
engage in any other acts) if this would be in violation of, inconsistent with, or place
such party at risk of punitive measures under any Trade Control Laws.

81.3 The Buyer will not directly or indirectly export, re-export, transfer, divert, trade, ship,
import, transport, store, sell, Deliver or re-deliver any of the Goods to be supplied under
the Agreement to, or for end-use by, a Restricted Jurisdiction or a Restricted Party unless
agreed by the parties in writing and the Seller will not directly or indirectly source or
purchase any of the Goods to be Delivered to the Buyer under the Agreement from a
Restricted Party or a Restricted Jurisdiction. In addition, the Buyer has used or will use
reasonable endeavours to impose or require the imposition of these restrictions on any of
its direct or indirect resale customers.

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81.4 Where any performance by a party would be in violation of, inconsistent with, or
place such party at risk of punitive measures under the Trade Control Laws, or where a
party becomes a Restricted Party, the party unable to perform or the party not designated
as a Restricted Party (the Affected Party) will, as soon as reasonably practicable give
written notice to the other party of its inability to perform. Once such notice has been
given, the Affected Party will be entitled:
a) to immediately suspend the affected obligation (whether payment or performance) until
such time as the Affected Party may lawfully and without the risk of punitive measures
under any Trade Control Laws discharge such obligation; and/or
b) where the inability to discharge the obligation continues (or is reasonably expected to
continue) until the end of the contractual time for discharge thereof, to a full release from
the affected obligation, provided that where the relevant obligation relates to payment
for Goods that have already been Delivered or any other payment hereunder, the
affected payment obligation will remain suspended (without prejudice to the accrual of
any interest on an outstanding payment amount) until such time as the Affected Party
may lawfully and without the risk of punitive measures under any Trade Control Laws
resume payment; and/or
c) where the obligation affected is acceptance of the Vessel, to require the nominating
party to Nominate an alternative Vessel;

in each case without any liability whatsoever (including but not limited to any damages
for breach of contract, penalties, costs, fees and expenses) provided that at the time the
Agreement was concluded the performance would not have been, or it would not have
been reasonably apparent to the Affected Party that performance would be in violation
of, inconsistent with or expose the Affected Party to a risk of punitive measures under the
Trade Control Laws.

81.5 Nothing in this section will be taken to limit or prevent the operation, where available
under the governing law of the Agreement, of any doctrine analogous to the English
common law doctrine of frustration.

Data privacy
82 Data privacy 82.1 The parties may provide each other with information related to an identified or
identifiable individual (Personal Data), and will process the Personal Data in accordance
with applicable data protection laws. This includes ensuring they comply with all obligations
to ensure the lawful transfer of Personal Data, and the Parties agree to cooperate with one
another in this regard.

82.2 Each party is a data controller in respect of the Personal Data.

82.3 Prior to sharing any Personal Data, the parties will enter into an appropriate
controller-to-controller data privacy Agreement that satisfies the sending party’s legal
requirements, including for cross border transfers.

82.4 The parties may not process, sell, retain, use or disclose the Personal Data for any
purpose other than for the specific purpose specified in the Agreement, or as required or
permitted by applicable data protection laws. The Agreement is evidence that the parties
understand this condition and will comply with it.

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General

Notices and communications

83 Method of notice 83.1 The parties will give all notices and communications between the parties in writing
using one of the following methods:
a) a nationally-recognised, next-day courier service;
b) first-class registered post or first-class certified mail, with postage paid; or
c) email.

83.2 Any notices of assignment, termination, legal, or arbitration proceedings can be sent
by email first but must then be followed immediately with a hard copy sent by courier, first-
class registered post, or first-class certified mail.

84 Address and contact details 84.1 Notices and communications will be addressed to either:
for notices a) the party’s address as specified in the Special Provisions; or
b) the address that a party has notified to be that party’s address for this purpose.

84.2 If a party wishes to change its contact or address specified for notices, it will notify
the other party in writing immediately.

85 Receipt of notice 85.1 A notice given under the Agreement will be effective from the point in time shown in
the following table:

How notice was sent Date notice effective

First-class post Next Business Day after notice was

within UK posted

Airmail Fifth Business Day after notice was

posted

Courier delivered on Business Day Same Business Day

before 17.00 hours

delivered any other time Next Business Day

Email sent on Business Day Same Business Day

before 17.00 hours

sent any other time Next Business Day

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Assignment
86 Consent 86.1 Neither party may assign any rights or obligations under the Agreement without the
prior written consent of the other party. Such consent will not be unreasonably withheld
or delayed.

86.2 Notwithstanding section 86.1, the Seller may assign all or a portion of its rights
to receive and obtain payment under the Agreement in connection with any finance,
securitisation, insurance, or bank funding arrangements, without the Buyer’s consent
providing that:
a) such assignment does not contravene any applicable law, regulation, or decree binding
upon the Buyer; and
b) the assignee passes any compliance, including KYC, checks required by the Buyer.

87 Continuing responsibility 87.1 If a party assigns any rights granted by the Agreement, the assigning party
nevertheless continues to be responsible for the performance of the Agreement.

Change in corporate circumstances

88 Change in corporate 88.1 If a party is subject to a change in corporate circumstances during the term of the
circumstances Agreement, that party (the Changed Party) will, subject to section 82, provide the other
party with notice of such change together with all necessary documentation reasonably
requested by the other party necessary for it to complete its KYC process and requirements.

The Changed Party will provide such information with the following applicable minimum
prior notice period:

Type of change Minimum prior notice period

Name change 14 days

Merger, acquisition or reorganisation 60 days

88.2 The other party will not be liable for either of the following when caused by the
Changed Party’s failure to comply with section 88.1:
a) any reasonable delays in processing any invoice(s) submitted by the Changed Party
under the terms of the Agreement; and
b) any interest that may accrue in respect of the late payment of any invoice(s).

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Confidentiality
89 Non-disclosure 89.1 Except as provided in section 90.1, neither party will disclose details of the Agreement
to any third party without the prior written consent of the other party.

90 Permitted disclosure 90.1 A party (the Disclosing Party) may disclose details of the Agreement without the
other party’s prior written consent if such disclosure:
a) is required by law; or
b) is required by any securities exchange, regulatory body, governmental body, or fiscal
authority that has jurisdiction over the Disclosing Party, wherever situated, and whether
or not the requirement has the force of law; or
c) is of details that are or were already in the public domain other than through the fault
or action of the Disclosing Party; or
d) is to an Affiliate, or that party’s own professional advisers; or
e) is in connection with any Dispute, legal or arbitration proceedings relating to a Dispute.

In the case of d) above, the Disclosing Party will cause all parties in receipt of the disclosed
information to be bound by the same obligations of confidentiality as contained in the
Agreement.

91 Recording, retaining and 91.1 Either party may, to the extent permitted or required by law, record, monitor and retain
monitoring communications electronic transmissions, including telephone conversations, email and instant messaging
between the parties’ respective representatives in connection with the Agreement or other
commercial matters between the parties.

91.2 A copy of a record will be available on request for a period of up to seven years.
Telephone calls may be recorded without the use of a warning message.

Trademarks
92 Trademarks 92.1 Nothing in the Agreement, whether express or implied, confers on either party any
right to apply or use any trademark owned by the other party or any of its Affiliates in
relation to the Goods.

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Miscellaneous provisions
93 Severability 93.1 If a court of competent jurisdiction declares any part of the Agreement illegal,
unenforceable, or invalid, or if either party’s compliance with any ruling or resolution of
the United Nations the European Union, or any other Competent Authority, has a like or
similar effect, the remainder of the Agreement will continue to be valid and enforceable.

94 Survival of terms 94.1 If, for any reason, the Agreement will be terminated then such termination will be
without prejudice to any rights, obligations or liabilities of either party that have accrued
at the date of termination but have not been performed or discharged, and any parts of
the Agreement having any relevance thereto or any bearing thereon shall, notwithstanding
the termination of the Agreement for any reason, continue in force and effect.

95 Consents 95.1 Each party will be responsible for obtaining all consents, authorisations, approvals
and assurances necessary to enable it to comply with its obligations under the Agreement.

96 Modifications 96.1 The Agreement can only be modified if such modifications are mutually agreed by
the parties and the parties have exchanged a written notice of the modification.

97 Waiver 97.1 Any waiver will only be effective where given in writing by the waiving party and
apply only to the matter, non-compliance, or breach to which it expressly relates. Such
waiver will not apply to any subsequent or other matter, non-compliance, or breach.

98 Electronic documentation 98.1 If the Special Provisions specify that certain transactions, documents or communications
may be issued, signed or transmitted electronically (eDoc), such eDocs will satisfy any
applicable requirement of law, contract, custom or practice for the transaction, document
or communication to be in writing, signed, and/or sealed.

98.2 The parties agree not to contend that any eDoc (including any eDoc converted to
paper) is not:
a) in writing;
b) equivalent to an original paper document signed by hand; or
c) sealed.

99 Entire Agreement 99.1 The Agreement constitutes the entire Agreement between the parties with respect to
the matters set out in the Special Provisions and supersedes all prior Agreements relating
to such matters, whether oral or written.

100 Warranties 100.1 Each party warrants that it has relied exclusively on its own knowledge, judgement
and expertise, and has not entered into the Agreement in reliance upon any representations
in connection with the Agreement made by or on behalf of the other party, whether written
or oral that are not expressly set out in the Agreement.

101 Warranty of title 101.1 The Seller warrants to the Buyer that, at the time title in the Goods passes to the
Buyer as provided in the Agreement, the Seller has good and unencumbered title to the
Goods and has the right to sell the Goods to the Buyer.

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Schedules

Schedule A: Sustainability

A1 Sustainability requirements A1.1 The Seller warrants to the Buyer that, at the time of loading the Goods, the Seller is
in full compliance with this section A1.

A1.2 The Seller will not knowingly source renewable components or feedstock for which
the cultivation, production, collection or processing has involved the use of child labour
or forced labour in violation of the UN Universal Declaration of Human Rights and/or the
International Labour Organization Declaration on Fundamental Principles and Rights at
Work.

A1.3 The Seller will not knowingly source renewable components or feedstock that have
been cultivated, produced or processed in such a way that can cause direct or indirect
negative impacts to communities without assessing and mitigating the potential impacts.
Potential negative impacts may include, but are not limited to:
a) conflicts related to statutory or customary land rights of indigenous peoples and others
within communities;
b) involuntary displacement of communities or involuntary relocation of activities
important to the culture or livelihoods of communities; or
c) displacement of feedstock or land that may hold cultural significance to indigenous or
traditional communities.

A1.4 For renewable components or feedstock originating from agricultural/energy crops:

a) the Seller will not knowingly source renewable components or feedstock that have
been cultivated, produced or processed in key biodiversity areas or protected areas
where doing so is legally prohibited, including but not limited to the following areas:
i) The World Conservation Union “IUCN” Category I-VI protected areas.
ii) Wetlands of International Importance designated under the Ramsar Convention.
iii) Natura 2000 sites as determined under the European Birds and Habitats Directives.
iv) Important Bird Areas (IBAs) as defined by Birdlife International, and
v) Biosphere Reserves designated under the UNESCO Man and the Biosphere
Programme.
b) the Seller will not knowingly source renewable components or feedstock that have
been cultivated, produced or processed on areas of land that were high carbon stock,
including but not limited to, primary forests or peatlands (regardless of depth), after 1
January 2008.
c) the Seller will not knowingly source renewable components or feedstock that have
involved the use of open burning techniques for land preparation, conversion
or clearing, except in specific situations as identified in the ASEAN Guidelines,
comparable guidelines in other regions, or as required where manual sugarcane
harvesting is necessary.

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A1.5 For renewable components or feedstock originating from wastes and residues
(excluding forestry):
a) the Seller will not knowingly source renewable components or feedstock that have
been produced from material that has been incorrectly or deliberately classified as a
waste, or material whose use has not respected the waste hierarchy;
b) the Seller will not knowingly source renewable components or feedstock that contain
substances that are listed on the Rotterdam Convention (on the Prior Informed Consent
Procedure for Certain Hazardous Chemicals and Pesticides in International Trade),
Stockholm Convention (on Persistent Organic Pollutants) and the Basel Convention;
c) the Seller will not knowingly source renewable components or feedstock whose
collection or processing results in a contribution to release to the atmosphere of
substances listed, or proposed to be listed, in the Montreal Protocol on substances that
deplete the ozone layer;
d) the Seller will not knowingly source renewable components or feedstock that are
derived from endangered species (CITES), or the production of which has involved
inhumane animal treatment or non-compliance with any national, regional or local
animal welfare laws;
e) the Seller will make commercially reasonable efforts to ensure bio-security and to
prevent the spread of pathogens through the supply chain;
f) the Seller will not knowingly source renewable components or feedstock from
agricultural wastes and residues whose production has involved (or removal of which
would facilitate) a net loss of soil, soil carbon or soil organic matter;
g) in the case of manure, the Seller will make commercially reasonable efforts to prevent
sourcing of renewable components containing persistent agrochemicals listed, or
proposed to be listed, under the Stockholm Convention and/or whose labelling
disallows affected residues entering compost or mulch streams;
h) in the case of manure, the Seller will ensure that farms are compliant with ISO/
TS 34700:2016 for animal welfare management for animals bred or kept for the
production of food or feed (e.g., the National Dairy Farmers Assuring Responsible
Management Program in the US) or equivalent; and
i) the Seller will not knowingly source renewable components or feedstock, the production
of which has involved non-compliance with any national, regional or local water quality
permit and/or water quality standard or regulation.

A1.6 For renewable components or feedstock originating from forestry products and
residues:
a) the Seller will not knowingly source renewable components or feedstock that have
originated from primary forests. Designated areas, if defined by the Government as
mandatory for deforestation (fire-breaks, pest control), will be accepted on a case by
case basis;
b) the Seller will not knowingly source renewable components or feedstock that have
been produced or processed from clear cut harvesting; as defined by local regulation;
and
c) the Seller will not knowingly supply renewable components or feedstock from regions
where the growth:drain ratios are <1.

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A2 Supplier and product A2.1 In this section A2:

certification Supplier means the producer and/or originator of the renewable components or
feedstock.

RIB means the relevant international body.

A2.2 For each Delivery pursuant to this section A2, the Seller will provide the following
data to the Buyer:
a) the renewable component feedstock type; and
b) the country of origin of the feedstock.

A2.3 In respect of renewable components or feedstock generated from palm (including

palm wastes), South American soy or sugarcane, the Seller will only provide such
renewable components that are certified by the RIB, that being:
a) the RSPO (Roundtable for Sustainable Palm Oil) for palm;
b) the RTRS (Roundtable on Responsible Soy) for soy;
c) Bonsucro for sugar cane; or
d) the Roundtable on Sustainable Biomaterials or the International Sustainability &
Carbon Certification (ISCC) in substitution for any of the aforementioned RIB’s, or from
a Supplier who:
i) holds current membership of any of the aforementioned RIBs; and
ii) maintains membership of and complies with the code of conduct set by the RIB
throughout the duration of the Agreement.

A2.4 In respect of renewable components or feedstock generated from forestry products

and residues, the Seller will only provide such renewable components that are certified by
the RIB, those being:
a) the Forest Stewardship Council (FSC);
b) the International Sustainability and Carbon Certification (ISCC; Plus module);
c) the Roundtable for Sustainable Biomaterials (RSB);
d) the Sustainable Biomass Program (SBP); or
e) the Programme for Endorsement of Forest Certification (PEFC).

A2.5 Seller will inform Buyer immediately if its Supplier’s membership of the RIB and/or
the relevant certification has or have been revoked, has or have expired without renewal or
when there is a reason to believe that a revocation, expiry without renewal or termination
of Supplier’s membership of the RIB and/or the relevant certificate is likely.

A3 Compliance and audit A3.1 The Seller will:

a) ensure its compliance with all applicable laws and regulations with respect to the
operation of any plantation, farm, production, collection or processing facility within
the supply chain for which the Seller has controlling ownership or direct control; and
b) exercise reasonable endeavours to ensure that its Suppliers in the supply chain comply
with this section A3.

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A3.2 The Buyer may request an audit for any elements of, or Supplier in, the supply chain
by giving not less than 30 calendar days written notice to the Seller. If, in the reasonable
opinion of the Buyer, there has been a breach of this Sustainability Clause, then the period
of notice given by the Buyer under this section A3.2 may be reduced to 10 calendar days.

A3.3 The Seller will exercise reasonable endeavors to ensure that its Suppliers grant audit
rights under this section A3 to the Buyer or the Buyer’s nominee.

A3.4 Where an audit is carried out under this section A3, it will be carried out at the
Buyer’s cost, by an independent auditor accredited by an organisation performing social,
environmental and sustainable development accreditation according to the ISO 17000
series of standards and guides. The scope of the audit will be agreed by the Buyer, Seller
and relevant supplier, and will be based on the principles of the relevant RIB (as listed in
section A2).

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Schedule B: Vessel requirements

B1 ITOPF B1.1 Except in the case of LPG, each Vessel must be owned by or demise chartered to a
member of ITOPF.

B2 ISPS Code B2.1 The Vessel must comply with the requirements of the ISPS Code, including the
requirement to submit a Declaration of Security (DoS) to the appropriate authorities prior
to arrival at the Loading Terminal.

B3 MTSA B3.1 Where the Loading Terminal is within the U.S.A., a U.S. territory or U.S. waters,
the Vessel must comply with the requirements of the MTSA, including the requirement to
submit a Declaration of Security (DoS) to the appropriate authorities prior to arrival at the
Loading Terminal.

B4 Civil Liability Convention for B4.1 The Vessel will:

Oil Pollution Damage 1992 a) carry on board certificate(s) as required by the CLC or the Bunker Convention (as
and any applicable protocols applicable); and
(CLC) and International b) have in place insurance cover for oil pollution no less than the highest scope and
Convention on Civil Liability amount available under the rules of P&I Clubs entered into the International Group of
for Bunker Oil Pollution P&I Clubs (at the time of publication this is standard oil pollution cover of USD 1 billion).
Damage 2001 (Bunker
Convention)

B5 International Management B5.1 The Vessel will have a valid ISM certificate on board at all times.
Code for the Safe Operations
of Ships and for Pollution B5.2 The Vessel owners will comply with the requirements of the ISM before and during
Prevention (ISM) the voyage.

B6 International Safety Guide B6.1 The Vessel will be manned, operated and maintained to fully comply with the
for Oil Tankers and Terminals standards set out in ISGOTT or ISGINTT as applicable.
(ISGOTT)

International Safety Guide

for Inland Navigation
Tank-Barges and Terminals
(ISGINTT)

B7 International Maritime B7.1 The Vessel will be manned, operated and maintained to fully comply with applicable
Organisation (IMO) IMO recommendations.

B8 OCIMF Guidelines for the B8.1 The Vessel will have effective policies and procedures in place and be operated to
Control of Drugs and Alcohol fully comply with current OCIMF Guidelines for the Control of Drugs and Alcohol On-
On-board Ship board Ship.

B9 MARPOL B9.1 The Vessel will comply with MARPOL 73/78, as amended from time to time and all
other applicable regulations.

B10 Port clearance regulations B10.1 The Vessel will comply with port clearance regulations at the Loading Terminal.

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B11 British Chamber of Shipping B11.1 Where the Loading Terminal is located within the United Kingdom, the Vessel will
Code of Practice, March observe the BCS Code of Practice relating to, among other things, recommendations as to
1993, as amended from routes to be taken in certain sensitive locations in UK waters.
time to time (BCS Code of
Practice)

B12 Maritime Traffic Schemes B12.1 The Vessel will comply with:

all regulations and recommendations contained in any Maritime Traffic Schemes

applicable to the voyages required for the Agreement.

B13 Closed Operations Mode B13.1 The following definitions apply to this section:

Volatile: a liquid from which gas evaporates rapidly. Includes any naturally volatile
Goods or any Goods being carried at a temperature that is higher than the flash point of
the Goods minus 10 degrees Celsius.

Toxic: a substance that would be harmful should it be inhaled absorbed or ingested.

Includes all Goods that give off vapours containing substances with recommended
exposure limits.

Noxious: harmful to personnel or the environment.

Closed Operations Mode means that:

a) tank apertures are closed; and
b) vapours are only emitted by means of a dedicated venting system designed to disperse
vapour clear of working areas and possible ignition sources.

B13.2. The Vessel will operate in Closed Operations Mode when transferring Goods or
conducting ballasting operations that involve Volatile, Toxic or Noxious substances.

B14 Inert Gas Systems B14.1 If required by the Seller’s Vetting Procedures, the Goods must be carried in a
Vessel that is fitted with an Inert Gas System (IGS). Such IGS must be in good order and
operative, and the cargo tanks must be inert.

B14.2 If the Vessel fails to comply with section B14.1, the following will apply until the
Vessel does comply:
a) the Vessel will not be permitted to Berth or to load Goods;
b) any NOR given will not be effective; and
c) Laytime will not start until commencement of loading.

B15 Compliance B15.1 The Vessel:

a) will not be owned, controlled, or managed by a Restricted Party; and
b) will not have called in or at a Restricted Jurisdiction within 180 days prior to the
Nomination.

B15.2 The Vessel will have acted consistently with SOLAS at all times.

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B15.3 The Vessel will have operated the Vessel’s Automatic Identification System (AIS) in
accordance with the Guidelines at all times. This includes, but is not limited to: not having
manipulated; knowingly switched off; or otherwise disabled the Vessel’s AIS, other than
in accordance with the Guidelines. The Vessel will continue to operate the Vessel’s AIS in
accordance with the Guidelines.

Guidelines: the IMO Revised Guidelines for the Onboard Operational use of Shipborne
Automatic Identification Systems, Resolution A.1106(29).

AIS: an automatic identification system fitted to the Vessel in accordance with SOLAS
Chapter V, Regulation 19.2.

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Schedule C: Seller’s letter of indemnity

The Seller’s letter of indemnity will use the wording and format shown here.

Letter of indemnity
We refer to the following Agreement (the “Agreement”) between us:
Agreement reference: [REF]
Agreement date: [DATE]
Vessel: [VESSEL]
Bill of lading date: [LADING DATE]
Goods: [QUANTITY] of [GRADE/SPECIFICATION AND PRODUCT]
Invoice Amount due: [USD AMOUNT]

Representation and warranty

In consideration of:
1) you paying the full invoiced amount for the Goods in accordance with the Agreement, as detailed in the Seller’s valid tax commercial
invoice (or provisional invoice where expressly provided for in the terms of the Agreement) of [US DOLLAR AMOUNT]; and
2) making payment when due of any subsequent shortfall as set out on any final invoice; and
3) having agreed to accept Delivery of the Goods without having been provided with the 3/3 clean original bills of lading issued or
endorsed to the order of the Buyer [or the Buyer’s bank] (“the Documents”),
we represent and warrant all of the following:
a) the Documents exist and are valid;
b) we are entitled to possession of the Documents;
c) we were entitled to possession of the Goods;
d) we had good title to the Goods;
e) as provided in the Agreement, title in the Goods will pass to you free of all liens, charges or encumbrances; and
f) you will have the benefit of the warranty without prejudice to any other warranty.
Without prejudice to your rights under the Agreement, we agree to protect, indemnify, and hold you harmless from and against any
and all damages, losses, liabilities, costs, claims, and reasonable expenses and legal costs that you may suffer by reason of:
a) our failure to present the Documents to you in accordance with the Agreement; and/or
b) any action or proceeding brought or threatened against you by reason of our said failure, and any breach of our above express
representations and warranties in connection with questions of title to or the right to possession of the Documents or the Goods
or the proceeds of either; and/or
c) any liens, charges, or encumbrances asserted on the documents or the Goods, or any other claims arising out of or in connection
with the Documents.

We agree to provide the Documents to you promptly when we have them.

No term of this indemnity is intended to, or does, confer a benefit or remedy on any party other than the named Buyer under the
Agreement, whether by virtue of the Contracts (Rights of Third Parties) Act 1999, or any other way.
Our liability under this letter of indemnity:
a) is limited to 200% of the invoice value of the Goods; and
b) remains in full force and effect until the earlier of: i) the date on which we provide you with the Documents or ii) 24.00 hours on
the day 24 calendar months after the date of discharge, unless, in either case, a claim under this indemnity has already been
notified before that time, in which case this letter of indemnity remains valid until the claim pursuant to this indemnity has been
finally resolved.
This indemnity will be governed by and construed in accordance with the law, jurisdiction, and Dispute resolution terms of the
Agreement, which are hereby incorporated into this indemnity.

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Signed by: [NAME] [If desired by Seller at its sole discretion]

Position: [POSITION]
Authorised representative of: [SELLER]
[SIGNATURE]

Countersignature [Countersignature by bank if properly requested by the Buyer]

We confirm that [FULL NAME OF SELLER] is our customer.
We jointly and severally agree to be bound by the provisions of this letter of indemnity.
Signed by: [NAME]
Position: [POSITION]
Authorised representative of: [BANK NAME]
[SIGNATURE]

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