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In the event of any conflict between any provision in this Part 2 and Part 1, Part 1 shall take precedence other than as expressly set forth in Section 3 d of this Part 2, but only to the extent of any such conflict. Within this Contract, the following terms shall have the following meanings unless the context requires otherwise:. Examples of this include, but are not limited to, leaking flanges, disconnecting hoses without properly draining, transfer hose leakage, breach of tanks and overboard discharge from a marine vessel.
If there is brokerstraders with physical possessions conflict between such Term Fuels Contract and this Part 2, the Term Fuels Contract shall prevail but only to brokerstraders with physical possessions extent of any such conflict.
Spot Prices stated in a Confirmation of Nomination shall be valid for deliveries made on the Accepted Delivery Date specified in Part 1. Spot Prices stated in a Confirmation of Nomination for delivery before or after the Accepted Delivery Date are subject to change at Seller's sole discretion.
If Seller is required by law to pay or collect any such taxes, fees, or other charges Buyer shall promptly reimburse Seller for such items. Any such payment not included in the Marine Fuels prices otherwise herein provided for shall be in addition thereto and shall be separately stated on invoices.
In the event Buyer prepays for the purchase of Marine Fuels, brokerstraders with physical possessions the estimated amount due to Seller shall include applicable taxes and fees, and at or after delivery Buyer shall provide Seller valid exemption certificates for which Seller shall provide a subsequent credit to Buyer in settlement within thirty 30 calendar days after purchase. Notwithstanding the foregoing, if such completed and valid certificate has not been provided by Buyer to Seller within the legally prescribed time limits, then Buyer shall be deemed to have waived the option of providing a certificate for tax free or tax reduced purchases of Marine Fuels.
Further, Buyer shall cooperate with Seller on any audit by any brokerstraders with physical possessions authority involving untaxed or tax-reduced sales of Marine Fuels by timely providing additional or replacement certificates or other information and documentation in order to support such untaxed or tax-reduced purchases.
Seller shall also assist Buyer to obtain any refunds of taxes paid by Buyer to Seller by providing documentation of such tax-paid or tax-reduced sales, as applicable and appropriate within the applicable statute of limitations applicable to such refunds. Buyer warrants that Seller shall have the right to assert a lien against the Vessel or Brokerstraders with physical possessions shall procure that the Vessel will permit such lien to be asserted by Sellercovering the value of the delivered Marine Fuels and any additional charges incurred in accordance herewith, including without limitation taxes, brokerstraders with physical possessions fees and costs of recovering payment.
Such remedy shall be in addition to, and not in limitation of, any other remedies available to Seller at law or herein. Unless stated otherwise in writing by Seller, any other information regarding the characteristics of Marine Fuels, including physical, chemical, regulatory compliance and the like, are not intended to be nor shall they be construed as representations or warranties as to the specifications or overall quality of the Marine Fuels to be delivered hereunder, but only as general descriptions of the characteristics of the Marine Fuels available at a particular location from time to time.
Unless subsequently advised in writing by Buyer and agreed in writing by Seller pursuant to Section 5 b below, there shall be no amendments to the Accepted Delivery Date. If the Vessel does not arrive at the Delivery Port and present itself in all respects suitable and ready for delivery of the Marine Fuels on the Accepted Delivery Date, Seller may take any of the actions specified in Sections 2 b or 2 c of this Part 2 or elsewhere in this Contract.
Seller agrees to use reasonable endeavors to accept such proposed changes but shall not be held liable if it is unable to do so. If the proposed changes are acceptable to Seller, Seller will confirm the acceptability of the revised Nomination by issuance of a revised Confirmation of Nomination.
If forty-eight 48 hours advance notice is not given, or if the proposed new Accepted Delivery Date is not reasonably acceptable to Seller, then Seller may take any of the actions permitted by Sections 2 b and 2 c of this Part 2 or elsewhere in this Contract. Buyer shall be responsible for any increased costs incurred by Seller in connection therewith.
Buyer and the Vessel shall render all necessary assistance that may reasonably be required to safely moor and unmoor Seller's Delivery Vessel and to connect and disconnect the delivery hose s. If a government permit or other similar permit required by any authority is required for deliveries, no deliveries shall be made until the permit has been issued to Buyer or Seller, as applicable.
Buyer at its own expense has the right and is encouraged to have its representative or an independent inspector present during measurement, but determination of quantity shall be made solely by Seller. All such measurements noted above shall be final and binding save for fraud or manifest error, regardless of whether Buyer is present or represented. In any event, sampling and documentation of same shall be in accordance with the more strict of: Any dispute as to the quantity of the Marine Fuels delivered must be noted by Buyer at the time of delivery on the bunker delivery receipt or in a letter of protest.
Any claim by Buyer for short delivery shall be presented by Buyer in writing within fifteen 15 calendar days after the Accepted Delivery Date or the actual date of delivery, whichever is brokerstraders with physical possessions. For ex-wharf deliveries, the claim must be presented by Buyer before unberthing of the Vessel at the Delivery Port, failing which any brokerstraders with physical possessions claim shall be deemed to be waived and forever barred.
Any claim brokerstraders with physical possessions Buyer as to the quality of the Marine Fuels delivered must be submitted brokerstraders with physical possessions Buyer to Seller in writing within thirty 30 calendar days after the Accepted Delivery Date or the actual date of delivery, whichever is earlier, failing which, such claim shall be deemed waived and forever barred. Buyer shall base any quality claim solely on an analysis of the retained sample provided by Seller at the time of the delivery as provided for in Section 8 b above and ISO section 9.
Buyer shall promptly furnish Seller the results of testing of the retained sample laboratory fuel analysis report to enable Seller to properly evaluate the claim. Despite anything to the contrary in Section 4 athe independent laboratory's analysis shall be final and binding as to the quality of the Marine Fuels delivered except in cases of fraud or manifest error.
For interpretation of test results the method as set out in ISO Sections 9 and 10 in respect of precision and interpretation of test results shall be used.
A test result obtained on the Seller's retained sample by the mutually- agreed independent laboratory which is outside of the specified limit shall indicate that the product has not met that specification limit.
If Buyer removes such Marine Fuels without the prior written consent of Seller not to be unreasonably withheldthen all such removal and related costs shall be for Buyer's account. If Buyer fails to submit a demurrage claim within thirty 30 calendar days after the date of delivery, any such claim shall be deemed to be waived and forever barred.
Demurrage compensation, where applicable, shall only be made if Buyer provides Seller with supporting documentation deemed reasonably acceptable by Seller. If Seller responds to Buyer regarding any complaint or claim and Buyer does not acknowledge such response within fifteen 15 calendar days after receipt, then the complaint or claim shall be considered closed unless Seller otherwise agrees in writing. Where Buyer and Seller cannot come to agreement on such claim within ninety brokerstraders with physical possessions calendar days, either Party may invoke the dispute resolution procedures in accordance with the provisions of Section 17 below or as otherwise stated in this Contract.
However, nothing in this Section 9 shall brokerstraders with physical possessions Buyer of its obligation to make payments in full when due as provided herein. This provision shall survive any termination of this Contract, or termination of the subcontract between Seller and Supplier to supply Marine Fuels to Buyer under this Contract.
Payment shall be made by Buyer, in U. Seller may make subsequent adjustments to invoiced amounts based upon information contained in the relevant bunker delivery receipt. Buyer's failure to make brokerstraders with physical possessions in full of the amount noted by Seller shall be a material breach of Buyer's obligations hereunder; moreover, any pending claims related to the delivery of Marine Fuels shall not relieve Buyer from paying Seller in full.
Payment made by telegraphic transfer brokerstraders with physical possessions by bank draft shall be forwarded to the address noted in Part 1. A a brokerstraders with physical possessions bank, unaffiliated with either Party, organized in a jurisdiction reasonably acceptable to Seller brokerstraders with physical possessions The failure to deliver timely a substitute letter of credit or other collateral acceptable as required by Seller shall be an Event of Default.
Buyer shall adhere to such safety and health procedures while using or handling Marine Fuels. Buyer shall also disseminate necessary health and safety information to all employees, users, and others potentially exposed to such Marine Fuels. Buyer shall be responsible for compliance by its employees, agents, and other users with all health and safety requirements or brokerstraders with physical possessions related to the Marine Fuels and shall exercise its best efforts to ensure that all of its employees or agents, users, and others avoid frequent or prolonged contact with or exposure to the Brokerstraders with physical possessions Fuels both during and subsequent to delivery.
Seller and Seller's Supplier accept no responsibility for any consequence arising from failure by Buyer, its employees or agents, any users, or any other party to comply with relevant health and safety requirements or recommendations relating to such contact or exposure, or in any other way in connection with the Marine Fuels.
Seller is hereby authorized, at its option and at the expense of Buyer, to take such measures and incur such expenses whether by employing its own resources or contracting with others as are reasonably necessary in the judgment of Seller to contain and remove the Spill and mitigate the effects of same. Buyer shall cooperate and render such assistance as is required by Seller in the course of such action.
All expenses, claims, losses, damages, liabilities and penalties arising from a Spill shall be borne by the Party that caused the Spill. If both parties are at fault, all expenses, claims, losses, damages, liabilities and penalties shall be divided between the parties in accordance with their respective degrees of fault. The Vessel is subject to Seller's brokerstraders with physical possessions acceptance and will not be supplied Marine Fuels unless free of all conditions, difficulties, peculiarities, deficiencies or defects that might impose hazards in brokerstraders with physical possessions with its mooring, unmooring or bunkering.
Seller and its duly-authorized representatives shall have access to the accounting records and other documents maintained by Buyer which relate to the Marine Fuels being delivered under this Contract, and shall have the right to audit such records at any reasonable time or times within twenty-four 24 months of the rendition of any statement or invoice forming the basis of any claim asserted by Buyer. Any additional quantities which Seller does acquire from other suppliers or from alternative sources may be used by Seller at its complete discretion and need not to be taken into account by Seller for the purpose of determining the extent to which it is to withhold, reduce or suspend deliveries under this Contract or any other contract.
Buyer shall be free to purchase from other suppliers any deficiencies of deliveries of Marine Fuels caused by the operation of this Section 13, but Seller shall brokerstraders with physical possessions be responsible for any additional cost thereby incurred by Brokerstraders with physical possessions.
Such termination shall not give rise to any liability, compensation or indemnity of any kind. If Part 1 incorporates a Term Fuels Contract, such termination shall apply only in respect of deliveries at ports affected by the Force Majeure event. After a default, the Defaulting Party shall also be responsible for any other costs and expenses including, without limitation, reasonable attorneys' fees and disbursements brokerstraders with physical possessions by the Non-Defaulting Party in connection with such default.
Where Section 13 or Section 15 a is being relied on for the suspension or reduction in the delivery of Marine Fuels, Seller shall not be obligated to acquire from any other sources of supply and sell and deliver, and Buyer shall not be obligated to buy any quantity of Marine Fuels in replacement of Marine Fuels contracted to be sold brokerstraders with physical possessions delivered hereunder.
In addition, no director, employee, or agent of Buyer, its subcontractors or vendors, shall enter into any business arrangement with any director, employee, or agent of Seller or any Affiliate who is not acting as a representative of Seller or its Affiliate without prior written notification and prior approval from Seller.
In addition, Buyer shall not offer or make payment, or offer or give anything of value, to any person if Buyer knows or has reason to believe that any portion of the payment or gift will be brokerstraders with physical possessions directly, indirectly or through a third brokerstraders with physical possessions to any government official, any immediate family member of any government official or any political party.
Any representative s authorized by Seller may audit the applicable records of the last brokerstraders with physical possessions years of Buyer for the sole purpose of determining whether there has been compliance with this Section 15 b. Neither Party may assign its rights or obligations hereunder without the brokerstraders with physical possessions written consent of the other Party, such consent not to be unreasonably withheld or delayed.
In the event of an assignment in accordance with the terms of this section, the assignor shall nevertheless remain responsible for the proper performance of this Contract. Any assignment not made in accordance with the terms of this section shall be void. If any provision or portion of this Contract shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, such provision or portion of this Contract shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect.
Modifications or amendments to this Contract shall be valid brokerstraders with physical possessions when expressly agreed upon in writing. The waiver or failure to require the performance of any covenant or obligation contained herein shall not be deemed to constitute a waiver of a similar later breach. Any notice to be given by one Party to the other Party under, or in connection with, this Contract shall be in writing and signed by or on behalf of the Party giving it and acknowledged in writing by receiving Party.
It shall be served by sending it by email other than for notices or communications relating to or pursuant to Brokerstraders with physical possessions 14 which may not be sent by emailprepaid recorded delivery, special delivery, registered post or fax to the relevant contact address set forth in Part 1, and in each case marked for the attention of the relevant Party or as otherwise notified from time to time in accordance with the provisions of this Section 15 f.
Any notice served by hand, post or fax shall be deemed to have been duly given:. All notices under brokerstraders with physical possessions in connection with this Contract shall be in the English language. Buyer and Vessel shall fully cooperate with instructions and requests by Seller, so as to aid Seller in promptly and efficiently recovering possession of its Marine Fuels. Unless otherwise specified in Part 1, this Contract shall be governed and construed in all brokerstraders with physical possessions in accordance with the substantive laws of the General Maritime Law of the United States, excluding any conflicts of law principles that would direct the substantive law of another jurisdiction to apply, and, to the extent necessary and not in conflict with such General Maritime Law, the laws of the State of New York, United States of America, without regard to those laws that would reference the laws of another jurisdiction.
The Dispute shall be referred to three persons, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final. The arbitrators need not be members of the SMA. The proceedings and decision of the arbitrators shall be in English, and a decision shall be brokerstraders with physical possessions no later than one-hundred-twenty calendar days after referral to arbitration or as soon thereafter as possible.
For the purpose of enforcing any arbitration award, this Contract may be brokerstraders with physical possessions a rule of the Court. Buyer is securing the Marine Fuels for consumption by Vessels in-transit. However, if following delivery, Buyer elects to use the Marine Fuels for brokerstraders with physical possessions use, sale, transfer, re-export or import, any such activity must be in accordance with Trade Restrictions. Buyer shall familiarize itself with and comply with the Trade Restrictions as they may be modified from time to time.
Once such notice has been given, the Affected Party shall be entitled, in each case without any liability for damages for breach of contract, penalties, costs, fees and expenses:. Buyer shall retain all records related to this Contract for twenty-four 24 months from the end of the calendar year in which brokerstraders with physical possessions Contract is completed or terminated.
Seller, or its representative, may inspect such records at all reasonable times to confirm compliance with the terms of this Contract. General Terms and Conditions — Sale of Fuels. Chevron Marine White Papers. Health, Safety and Environment. Definitions and Interpretation Within this Contract, the following terms shall have the following meanings unless the context requires otherwise: In this Contract, unless the context otherwise requires: Back to Top 2.
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