1.1 Seller Means “ACM GROUP OF COMPANIES INCLUDING ACM ENERJI DENIZCILIK, TICARET VE SANAYI A.S. AND AND MAR AJANS LTD.” located at “Değirmenyolu Cad. İlker Sokak Görkem İş Merkezi İçerenköy - İstanbul, Turkey and their suppliers and/or contractors
1.2 Buyer means the party contracting to buy bunkerfuels under this agreement.
1.3 Bunker means ’ commercial grade fueloil and/or diesel and/or lubricant oil as currently offered to its clients for similar use.
1.4 Contract means an agreement between seller and buyer subject these conditions.
1.5 Vessel means the ship to which the bunker is to be delivered by seller that is responsible for contract as the parties.
2. NOMINATION AND NOTICES
2.1 Buyer shall give to the seller bunker nomination within validity as quoted on offer with a written tele, telefax or e-mail nominating name of vsl, requirement, eta and further details required by seller about vessel’ movements etc enabling seller perform related nomination. All nomination will be subject to sellers terms and conditions. If vessel does not arrive on nominated range of eta or not able to take stemmed bunker, all expenses occured will be for seller’s account.
2.2 The buyer shall ensure either master or agent to give timely notices not less then 48 hours nominating vessel’ readiness to receive bunkers stemmed by buyers.
3 DELIVERIES, QUANTITY, QUALITY AND SAMPLES
3.1 Deliveries at all ports shall be made by barges and/or other facilities like ex-pipe, trucking to be decided by seller.
3.2 Seller will bunker vessel as promptly as conditions permit, but seller shall not be relaible for demurrage or for any loses due to congestion at the delivery place or prior commitments of delivering barge.
3.3 The quantity of bunkers delivered shall be determined from the offical gauge of barge effecting delivery or gauging shore tank. In case of delivered bunker quantity excedes quantity ordered buyer may refuse to accept exceeding quantity at the time of delivery but if buyers do not refuse buyers shall obligated to pay whole quantity taken which to be measured by ship represantatives before delivery commenced on delivering facilities i.e barge etc.. which figures will be final and binding. Ship own figures shall not be taken into consideration and no remarks on delivery receipt regarding quantity shortage shall be valid. Bunker delivery receipt stamped and signed by bunker taking vessel will be final and binding with all statement mentioned on bunker receipt showing and proving the quality and quantity of bunkers taken by vessel in good conditions together with a sealed sample represanting the delivery and water test applied and custom obligations regarding the bunkered delivered.
3.4 Bunkers delivered shall be seller commercial grade bunkerfuels as currently supplied to its customers at the time and place of delivery. In order to determine the quality of bunkers supplied, suppliers represantitive sample will be final and binding. Unless otherwise stated or agreed at the time of bunker nomination, no other sample and its results will be accepted and considered.
4. PAYMENTS, EXTRA CHARGES
4.1 Payments shall be made by buyers as directed by seller to seller’s bank nominated on telex,telefax, e-mail or original invoice nett as of invoice amount excluding bank transfer charges etc.. Unless otherwise agreed payment shall be effected by buyer by tested telegraphic transfer in American dollars (USD)
4.2 Unless otherwise stated or agredd in advence, Buyer accepts and confirms to effect payment within max 30 days after date of delivery without any deduction, counter claim and/or off-set, Buyer’s submission of any claim regarding quality or quantity or delivery period etc.. does not stop payment and does not relive buyer of responsibility to make
payment in full on due date stated on commercial invoice. Howewer buyer is free to open any claim file under the limits of claim paragraph of this terms and condition which is below under number 5.
4.3 Overdue payments at seller sole discretion to be subject to an interest charge running from the due date of payments at the rate of 1.5 per cent per 30 days.
4.4 Any extra fee/charge occurs for delivery of goods supplied with buyers instruction such as over time, local taxes, custom fees, duties, port charges etc.. shall be for the account of buyers.
4.5 Incase buyer does not effect payment latest on due date nominated on commercial invoice, buyer hereby accepts and confirms that seller keeps all rights reserved to take any action including legal action, arresment etc.. to collect bunker invoice amount in full. All expenses related with these actions, not limited with interest and commercial loses but including lawyers fees, tracking service expenses, arresment expenses all related costs will completelly be for buyer’s account.
5.1 Buyer’s right in respect of any claim including but not limited to claim relating to quantity, quality and prices are conditional on written notice being given to seller promptly after the circumtances giving rise to the claim are discovered but in no event later than 3 days following the date of delivery. If buyers fails to give the said written notice of the written notice is not received by the seller within said period (3 days following the date of delivery) any claim shall be considered void and null.
5.2 Buyer’s submission of any claim does not relieve it of responsibility to make payment in full and on time as requested under payment clause of this contract as on due date stated on commercial invoice.
6. SAFETY AND ENVIRONMENTAL PROTECTIONS
6.1 Buyer’s shall be responsible for users compliance with all healty and safety requirement realting to bunker supply and shall best assure that any user avoids frequent or prolonged contact with or exposure to the bunker both during and subsequent to delivery. Seller and seller supplier accepts no responsibility for any concequences arising from failure to comply such healty and safety requirements or arising from such contact of exposure.
6.2 In the event of any leakage spillage overflow of bunkers causing or likely to cause pollution occuring at any stage, the buyer, regardless as to whether buyer or seller is responsible, immediately take such action as is neccessary to effect clean up and failing prompt action buyer authorisses seller to take whatever measures seller deems fit to effect clean up at buyer cost.
6.3 The risk shall pass from delivering company to the receiving vessel on behalf of buyer as bunker passes the flange connecting the delivering facilities provided by seller with the receiving facilities provided by buyer.
7.1 The buyer may not assign any of its right or obligations under the agreement without seller’s written consent. The seller may, however, assign any of its rights and obligations hereunder without buyers prior written consent.
8. FORCE MAJEURE
8.1 In case of extraordinary events which are beyond the control of seller and which are unforessable in spite of necessary care and which do not allow the seller, with due considerationof its other delivery obligations, to make contractual deliveries or which would allow the seller to make such deliveries only at econimically unreasonable conditions, seller shall be entitled for the duration of such obstruction to restric or discontinue the deliveries or -in the case of prolonged obsruction- to withdraw from the contract or terminate it without notice. This shall advise without limitation for instance in the case of war or warlike conditions and their consequences, unrest, sabotage, operational distrubances, labor disputes, measures by law or order of authorities, obraction or delays in transportations, distrubance in the supply of sellers and the same shall also apply if seller is forced by market conditions to change its sources or resources in such way that seller no longer reasonably be expected to contunie deliveries.
9. LAW AND JURISDICTION
9.1 Except as otherwise expressly agreed to in written contract shall be governed by the laws of Turkey, flagship country of the bunkered vessel and/or laws of the country where bunker supply takes place which will be at seller’s option. The parties here to accept the exclusive jurisdiction of the courtes of England and/or courtes of the country where bunker delivery takes place or flagship country of the bunkered vessel which subject to seller’s final nomination in relation to any dispute which may arrise in connection with this contract.