General T&C

PLOUTO MARINE PTE LTD

General Terms and Conditions

For the sale and delivery of Bunkers

June 2024 Edition Rev01

TERMS AND CONDITIONS FOR SALES OF MARINE FUEL

1.      Application

These terms and conditions shall apply to each and every sales of marine fuel made or caused to be made by Pluoto Marine Pte Ltd (hereinafter called the Seller) and any purchaser of marine fuel (hereinafter called the Buyer).

2.      Price

The price of marine fuel delivered shall be the price as determined by the Seller and accepted by the Buyer for the relevant grade of marine fuel. The Buyer shall also pay the Seller for any and all taxes, levies, duties, expenses, and delivery charges arising out of or incurred by the supply of marine fuel.

Prices offered and subsequently confirmed by Buyer are valid only for 3 days from the date of vessel ETA.

Thereafter the Seller reserves the right to amend the price or to cancel any or part of the nomination.

3.      Quality

3.1             The specifications of the marine fuel supplied to Buyer shall be the Sellers’s or Seller’s supplies Commercial grades as per ISO 8217 specifications offered generally to their customers at the time and place of delivery.

3.2             Buyer has the role responsibility in the selection of proper marine fuel for use in the vessel including the determination of compatibility with fuel already on board such vessel.

3.3             Seller shall not be liable to deliver marine fuel with any characteristic or specifications that are not expressly agreed to and described in the contract of sales.

3.4             In the event that the marine fuel supplied proved defective after mutual analysis by an independent Laboratory, the Buyer shall have the right to return the defective products and the Seller will refund all payments to the Buyer in respect of the defective products and this shall be the limit of the seller’s ability. The Seller, in any event shall not be liable for any loss or damage due to delay or detention of vessel or for any consequential loss or damage arising out of defective marine fuel or for any other loss or damage whatsoever for the abovementioned refund.

4.      Quantity

4.1   The quantity of marine fuel shall be determined from the official gauge of the barge effecting delivery or by gauging Seller or Seller’s supplier shore tanks or oil meter at Seller or Seller’s supplier election. Buyer shall have the right to be present or represented by accredited agent or vessel representative when such measurements are taken. If buyer elects not to be present or represented at the time of measurement, then Seller or Seller’s supplier determination of quantities shall be deemed to be correct and therefore binding on the Buyer and any complaint of wrong measurement or short delivery shall be deemed to be waived.

4.2   The quantity of Marine Fuels delivered shall be the quantity specified in the Marine Spot Fuel Agreement or in the Confirmed Nomination (as applicable) with an operational tolerance at Seller’s option of +/- five percent (5%) Percent and 200MT below +/- ten percent (10%) percent

4.3   The quantity shall be measured under the prevailing ASTM-IP Petroleum Measurement Standards for Generalized products or any other recognized standards at the discretion if the Seller to establish the quantity delivered by Seller to Buyer.

5.      Nomination

5.1   The Buyer shall give Seller at least 72 Hours advance notice (excluding Sundays and Public Holidays) of the exact time and location at which delivery is required together with the vessel name, the local agent name and contacts, the quantity, type and grade of marine fuel and any other details required by Seller.

5.2   The Buyer shall be liable for any cost and expenses incurred by Seller resulting from the failure of Buyer to take delivery of or rejecting in part or in full the quantity of marine fuel ordered by Buyer and accepted by Seller. Such cancellation, regardless of the time lapse after confirmation, shall render the Buyer liable for USD5,000 OR Contractual Quantity x Price Differential between Contractual Price and MOPS (FO / MF 0.5% / Gasoil 10ppm) on the Date of Cancellation whichever is Higher and other consequential losses that may incur by the seller.

6.      Delivery

6.1   Delivery of marine fuel shall be made to the vessel specified by the Buyer in writing.

6.2   In the event the Vessel arrives earlier or later than the nominated date or arrival, the Seller is under no obligation whatsoever to effect prompt delivery and any guaranty or warranty given expressly or impliedly as to prompt delivery is hereby expressly excluded. Any demurrage claim on Seller will be rejected accordingly.

6.3   The Seller shall be entitled to deliver the Bunkers by separate part deliveries, in which case each part delivery shall be construed as a separate delivery.

6.4   Vessel will be bunkered as promptly as circumstances permit. But circumstances permit. But Seller shall not be liable for any cancellation, loss, delay or demurrage whatsoever which may be suffered by the Buyer as a result of any congestion at the delivery location or at Seller’s or Seller’s supplier’s facilities, prior commitments of available barges or from any other circumstance beyond the control of Seller or its suppliers.

6.5   Delivery of marine fuel by Seller will be made within agreed location between Buyer and Seller.                                                                         

6.6   Buyer shall make all connections and disconnections between the delivery hose and the vessel’s intake pipe and shall render all necessary assistance and provide sufficient equipment to receive promptly the delivery of marine fuel.

6.7   If Buyer caused delay to Seller or Seller’s supplier in effecting delivery, Buyer shall pay additional barging fees at Seller’s supplier established rates and reimburse Seller or Seller’s supplier for all other expenses incurred.

7.      Title and Risk

7.1   The delivery of marine fuel shall be deemed to be complete and risk shall pass to Buyer when the Marine fuel has reached the flange connecting the delivery hose provided by the Seller and the receiving facilities provided by the Buyer. Title shall remain to the Seller until the full amount due for marine fuel delivered in fully paid to the Seller.

7.2   The Buyer shall indemnify the Seller or Seller’s supplier against all and any losses, damages and liabilities arising from any acts or omissions of the Buyer or the vessel crew in connection with delivery of marine fuel.

8.      Payment

8.1   Payment term for marine fuel delivery shall be mutually agreed in advance between Buyer and Seller. In the absence of any such term being specified payment by Buyer shall be made to Seller on cash in advance basis prior to delivery.

         If payment due date falls on a Saturday or a Sunday or any other New York banking holiday payment shall be made on the last banking day prior to the due date.

8.2   Payment for each delivery of marine fuel shall be in United States Dollars or Singapore Dollars as specified in the invoice and such payment shall be made by the Buyer free and clear of any deduction, set-off, counter claims, whatsoever on cash in advance or by telegraphic transfer to Seller’s bank after each delivery is completed as directed by Seller on the date shown on the invoice.

8.3   Sales shall be made on the credit of the receiving vessel as well as on the Buyer’s promise to pay and amounts due shall be lien against such vessel immediately upon such delivery. All overdue payments by the Buyer shall bear interest at the rate of 4% per month, prorated.

8.4   Notwithstanding the period for payment stipulated in Clause 8.1:

a.           if legal proceedings shall be commenced by any third party for the bankruptcy or liquidation or winding up of the Buyer; and/or

b.           if the Buyer shall make any offer of composition to its creditors; and/or

c.           if any order of distress or attachment or similar order shall be made against any property of the Buyer;

d.           if there is reasonable doubt that the Buyer is unable to payment of any sums due to the Seller for the marine fuel delivery when it falls due (whether the due has passed or otherwise) or if there is any material adverse in the financial standing of the Buyer to reasonably cause the Seller to have doubts on the ability of the Buyer to make payment of the marine fuel delivered on the otherwise agreed due date; and/or

e.           if the Buyer shall cease to actively carry on the business in which it was engaged at the commencement of effect of the Agreement; and/or

f.            if the Buyer shall fail to perform or observe any term or condition of the Agreement; and/or all sums due from the Buyer to the Seller shall become immediately due and payable.

8.5   In the event of any of the events and/or situations stated in Clause 8.4 shall arise and/or be applicable at any time, AND in the event that the Seller has purchased Marine Fuel from Buyer and/or the Buyer has supplied marine fuel to the seller, the Seller is at any and all times at full liberty (at the Seller’s sole discretion) to set off any amount(s) due and payable by the Seller to the Buyer and/or any or all of the Buyer’s fully-owned subsidiary and/or the Buyer’s holding company, from any amount(s) due and payable and/or may be due and payable from the Buyer to the Seller.

9.  Indemnity

9.1   The Buyer shall indemnify the Seller or Seller’s supplier against all and any claims, costs, demands, suits, liabilities, fines, penalties and expenses incurred or sustained out of or in connection with the act, omissions neglect or default of the Buyer, its servant, crew or agents in the receipt, use, storage or transportation of the marine fuel delivered.

10.   Force Majeure

10.1  Seller shall not be in breach of its obligations, or be responsible for any loss, damage, delay or failure, in the event that performance is prevented or delayed as a result of any one or more of the following events:

a.           any circumstances whether or not foreseen which is not within the control of the Seller or Seller’s supplier.

b.           any interruption, unavailability, or curtailment of products or the petroleum from which such products are derived or of any of the Seller’s supplier sources of product.

c.           compliance with any other demand or request of any government authority, agency or person purporting to be or to act for such authority or agency.

d.           strikes, wars, hostilities, public disorders, lock out, labour disputes, sabotage, fires, act of gods, adverse weather conditions, quarantine, commotion or disturbance, acts of terrorism or piracy, arrest, restraint of princes, rulers or people (whether officially declared or not) affecting the port or place of delivery or access thereto.

e.           accidents, mechanical breakdown, breakdown of or damage to equipment, machinery, bunkering barge or any other form of vessel or any other cause whatsoever and howsoever arising which is beyond the reasonable control of the Seller, whether or not foreseeable (“Force Majeure”)

10.2  In the event that performance is prevented or delayed Force Majeure, the Seller may cease or reduce deliveries in any manner as it may determine in its sole discretion. Nothing in the provision shall be deemed to excuse Buyer from its obligation to make payments for Marine Fuels delivered.

11.   Claims

11.1  Any claim pertaining to shortage in quantity must be lodged in writing together with the note of protest within 3 days from the days of delivery. Failing which the claim is time-barred.

11.2  Any claim pertaining to the quality of the marine fuel delivered must be lodged in writing supported by documentary evidence within fourteen (14) days from the bunker delivery. Failing which the claim is time-barred. In this respect, the marine fuel delivered shall only be determined by the mutual analysis at an agreed laboratory of the barge representative. The result of such analysis shall be conclusive and binding on the Buyer and Seller and the cost of the analysis shall be borne by the party fault.

11.3  The Buyer submission of any complains or claims does not relieve it of the obligations to make payment in full as required under the provisions in clause 8.

12.   Environmental Protection

12.1  If a spill occurs while marine fuels are being delivered to Buyer, the Buyer shall promptly take all reasonable and necessary actions to remove the spill. The Seller or its supplier is hereby authorized, at its option on notice to and at the expense of the Buyer, to take measures and incur such expenses as deemed necessary to remove the spill. The Buyer shall co-operate and render all necessary assistance as required by Seller in the course of such action.

12.1  All expenses, claims, loss, damage liability and penalties arising from spills shall be borne by the party that caused the spill by a negligent act or omission. If both parties have acted negligently, all expenses, claims, loss, damage liability and penalties shall be borne by the two parties with the respective degrees of negligence.

12.3  The burden of proof to show Seller’s negligence shall be on the Buyer.

13.   Assignment

The Seller reserves its rights to assign its obligations to supply marine fuel to any party. Assignment by Buyer shall be in writing and with Seller’s consent.

14.   Waiver

No waiver of breach of any of the terms and conditions herein by either party to be performed by the other party shall be construed as a waiver of any succeeding breach of the same or any other terms and conditions.

15.   Governing Law

This contract, its performance and enforcement shall be governed by the laws of the Republic of Singapore.

The Seller reserves the right to revise and the terms and conditions herein from time to time when deemed necessary and without any notice.