Terms & Conditions

Terms & Conditions

1. DEFINITIONS
   • Buyer” means the person, body or corporation who accepts a quotation of the Seller for the sale of Products or whose order for Products is accepted by the Seller
   • “Conditions” means the standard terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
   • “Contract” means the contract for the purchase and sale of the Products.
   • “Price” means the price for the Products per metric ton excluding all taxes (including but not limited to Goods and Services Tax), levies, duties, expenses, delivery charges, arising out of or incurred in connection with the supply and/or delivery of the Products.
   • Products” means products that the Seller is to supply, including but not limited to Marine Fuel Oil, Marine Diesel Oil and Marine Gas Oil, in accordance with these Conditions.
   • “Seller” means PT. Samitra Tirta Sagara, a company incorporated under the laws of Indonesia and having its registered office at Komp. Ruko Mega Legenda 2 Block C3 No 23. Batam Centre. Indonesia – Batam. 29641.
   • "Vessel” means the vessel nominated by the Buyer to receive the Products
2. BASIS OF SALE
   • The Terms and Conditions shall apply to and form an integral part of each and every Contract of Sale of Marine Fuels entered into by or on behalf of the Seller and the Buyer
   • Unless the Seller has expressly agreed in writing to vary, alter, add to, modify or waive these Terms and Conditions, no variations, alterations, additions to or waiver of these Terms and Conditions shall bind the Seller
   • Unless otherwise provided herein or agreed in writing by the Seller, these Terms and Conditions shall supersede any earlier sets of conditions appearing elsewhere and shall override any Terms and Conditions stipulated, incorporated or referred to by the Buyer or the Seller, whether in any quotation or order or in any negotiations.
   • The Seller’s employees, servants or agents are not authorized to make any representation concerning the Marine Fuel and its characteristics, descriptions or specifications unless confirmed by the Seller’s designated representative in writing. In entering into this contract, the Buyer acknowledges that it does nor replies on, and waives any claim for breach of any such representations, which are not so confirmed.
3. QUALITY OF PRODUCTS
   • The Buyer shall be responsible for selecting and accepting the products for use by the Vessel and/or compatibility with fuel or petroleum products onward the Vessel
   • The Seller gives no warranty as to quality or fitness or suitability of Marine Fuel for any particular purpose and all warranties and conditions whether written or implied whether by statute, common law or otherwise as to quality, merchantability, or fitness or suitability for any particular purpose, are expressly excluded to such extent permitted by law.
   • Representative samples of Products delivered to the Buyer shall be taken at the time of delivery in accordance with the bunkering procedure set out in the Seller’s quotation
   • Any dispute in the quality of the Products delivered must be made by way of written notice to the Seller within fourteen (7) days from the date of sampling, failing which, the Buyer shall be deemed to have accepted the Products and the Seller shall have no liability whatsoever to the Buyer
4. QUANTITY OF PRODUCTS
   • The quantity of Marine Fuel delivered shall be determined from the official gauge or meter of the barge or road truck wagon effecting delivery or the tank gauge or meter of the shore loading terminal in the case of ex-wharf deliveries, or in either case, by such method the Seller deems fit.
   • Any dispute in the quantity of Products delivered must be made by way of written notice (note of protest) to the Seller immediately after bunker delivery completion, falling which, the amount of Products delivered shall be deemed correct and the Seller shall have no liability whatsoever to the Buyer.
5. SAMPLING
   • Representative samples of Marine Fuel for testing, shall be taken from the shore tank or the barge tank or tanks from which the Marine Fuel is delivered to the Vessel by means of the Tank Composite method or alternatively, by means of the drip method at the Barge’s Bunkering manifold. The Buyer is entitled to be present at the sampling
   • b) The representative samples taken in accordance with Clause 5.1 above shall be divided and stored in minimum two one-litre containers, which containers shall be sealed in the presence of the Buyer’s representative, signed by both the Seller’s and Buyer’s representatives and retained:
     1. By the supplier at the loading terminal or bunker barge as the case may be;
     2. On the Vessel
6. DELIVERY
   • The Seller shall use its best endeavors to deliver the Products to the Vessel on the nominated date and time of delivery. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing.
   • The Seller’s obligation to delivery the Products to the Buyer is subject to the availability of the Products ordered.
   • The Products shall be delivered to the Vessel within area nominated as bunkering areas by the relevant port authorities or governing bodies.
   • The Seller may deliver the Products in one consignment or in part lots, each lot deemed to represent part of the Contract
   • The Seller shall not be liable for any loss, damage or demurrage by the Buyer for delayed delivery caused by, due to or resulting from any event beyond the Seller’s reasonable control or the Buyer’s neglect or default including but not limited to bad weather, late arrival of the Vessel, delivery rate of the Products, Vessel refusal to comply with instructions of the Seller or any relevant authority or congestion at the terminal.
   • Notwithstanding that the Seller may have delayed or failed to deliver the Products promptly in full provided that delivery shall be tendered at any time within twenty four (24) hours from the nominated time of delivery.
7. PRICE
   • The Price shall be the Seller’s quoted price. Except as otherwise stated under the terms of any quotation and agreed in writing by the Seller, the Price is exclusive of all applicable taxes (including but not limited to Goods and Services Tax), levies, duties, expenses, delivery charges arising out of or incurred in connection with the supply and/or delivery of the Products, which shall be borne by the Buyer.
   • The Seller shall reserve the right, by giving notice to the Buyer at any time before delivery, to increase the price of the products to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs), any change in the delivery dates, quantities, qualities or specifications for the Products which is requested by the Buyer, or any delay caused by the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
   • The Seller reserves the right by giving notice to the Buyer in writing at any time before delivery and on or after acceptance of any quotation, to increase the price of the Marine Fuel to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in costs of materials), any change in delivery dates, quantities or specifications for the Marine Fuel which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions, and the Buyer shall be bound by and pay such increases.
8. QUANTITY CLAIMS & DISPUTES
   • For bulk deliveries, delivery barges, wagons and vehicles must be checked by tank dipping to measure the contents and ensure full out-turn. Flow meters must be checked for seals, correct settings, calibration and general condition. All of these checks must be carried out before and after delivery of each consignment and each barge, wagon or vehicle tank load. The delivery must be supervised at all times and care must be taken to ensuring that all documentation is complete and accurate before signing and stamping. Any discrepancies must be recorded on the Physical Supplier’s delivery receipt. Unless these procedures are followed it is nearly always impossible for a claim to be substantiated. The Seller regrets, therefore, that it will be obliged to reject claims for short delivery where these receiving procedures are not followed.
   • The Seller will not accept a claim for short delivery based upon figures obtained by measuring Product in the Vessel’s tanks.
9. QUALITY CLAIMS & DISPUTES
   • It is the Buyer’s responsibility to ensure that the Products tendered for delivery are those which are required by the Vessel and are delivered into the correct tanks.
   • Two representative samples of every consignment and load of the delivery must be taken as delivery proceeds. The samples must be signed and sealed by a representative of the Buyer. One set of samples must be retained by the Buyer, the other by the Physical Supplier.
   • As with quantity claims, it is important to check that all documentation is in order and to note discrepancies on the Physical Suppliers’ delivery receipts before signing and stamping.
   • In the event of the Buyer having grounds to believe that the Product supplied does not accord with the relevant description in the Confirmation Fax or is defective, the Buyer shall immediately:
     1. Take all reasonable steps to mitigate the consequences of having been supplied with possibly defective or incorrect Product:
     2.  Give notice with full details of the possibly defective or incorrect Product to the Seller together with the Vessel’s position, destination and ETA; the quantities and locations of all bunkers on board the Vessel, the rate and quantity of consumption since delivery and the location immediately prior to consumption of bunkers consumed; for each of the three preceding deliveries to the Vessel, the quantity, quality and specification of product supplied, the place and date of supply and the name of the supplier.
     3.  Inform the Seller of the whereabouts of the Buyer’s set of samples.
   • It is a pre-condition of the Seller being prepared to consider any quality claim that at the time notice is given, the Buyer has retained its complete set of sealed samples and is prepared to have them analyzed by a reputable independent testing laboratory, approved by the Seller. In the event that the Buyer is unable or unwilling to produce its samples for analysis within 14 days of a request from the Seller to do so, the Seller may proceed to have the Physical Supplier’s samples analyzed and the results of such analysis shall be binding upon the parties hereto.
   • If it is alleged that any equipment or machinery has been damaged by defective Product, all details must be given to the Seller at the earliest opportunity and the item must be preserved and made available for inspection on demand at any reasonable time or times to the Seller or its representatives.
   • The time limit for receipt by the Seller of notice of a quality claim is fourteen (14) days from the date of delivery or such shorter period as is specified in the Confirmation.
10. PAYMENT
    • Except as otherwise stated under the terms of any quotation and agreed in writing by the Seller, payment of the invoice for the Products supplied and all applicable taxes (including but not limited to Goods and Services Tax), levies, duties, expenses, delivery charges arising out of or incurred in connection with the supply and/or delivery of the Products shall be due within seven (7) days from the date of delivery (which period shall include the date of delivery or the invoice as the case may be).
    • For the avoidance of doubt, the Seller shall be entitled to immediately invoice the Buyer for Products delivered to the Buyer even if the Buyer has not received the delivery documents relating to such delivery.
    • The buyer may not withhold the payment of any invoice or any amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatsoever.
    • Except as otherwise stated under the terms of any quotation and agreed in writing by the Seller, interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date when payment is received in full at a rate of two percent (2%) per month (both before and after any judgement).
    • If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights, the Seller shall be entitled to:
      1. Suspend or cancel any or all orders or deliveries of Products to the Buyer, and/or
      2.  Appropriate any payment made by the Buyer to such Products (or Products supplied under any other Contract with the Buyer) as the Seller may in its sole discretion think fit.
11. CANCELLATION
    • The Seller shall have the option of immediately cancelling the agreement in full or in part, or to store or arrange the storage of the Bunkers in whole or in part for the expense and risk of the Buyer and to charge the Buyer the expenses thereby incurred, or to hold the Buyer fully to the agreement, or take any other measures which the Seller deems appropriate, without prejudice to its rights of indemnity, without any liability on the part of the Seller, in any (but not limited to) one of the following cases:
      1. when the Buyer, for whatever reason, fails to accept the Bunkers in part or in full at the place and time designated for delivery;
      2. when the Buyer fails in part or in full to comply with its obligations to pay any amount due to the Seller and/or provide security as set out herein
      3. when it is apparent before delivery date that in the opinion of the Seller the financial position of the Buyer would put the Seller at risk
      4. when, in the event of force majeur, the Seller feels that execution of the agreement shall be cancelled.
    • b) The Buyer shall be charged a minimum fee of USD 1.000 for cancellation of delivery in addition to any and all costs incurred by the Seller.
    • c) The Seller reserves the right to cancel the supply agreement if the Vessel fails to present itself for supply for more than 72 hours from the nominated supply date and time.
12. RISK & RETENTION OF TITLE
    • The Products shall be at the risk of the Buyer as the Products pass through the Vessel’s permanent flange and hose.
    • b) Notwithstanding delivery and the passing of risk in the Products having been made, or any provisions of these Conditions, property in the Products shall not pass from the Seller to the Buyer until:
      1.  The Seller receive in cash or cleared funds payment for the Products and all applicable (including but not limited to Goods & Services Tax), levies, duties, expenses, delivery charges arising out of or incurred in connection with the supply and/or delivery of the Products; and
      2. No other sums whatsoever shall be due from the Buyer to the Seller.
    • Until property in the Products passes to the Buyer in accordance with Clause 12.2, the Buyer shall hold the Products as fiduciary agent and bailee of the Seller.
    • e) If the Seller enters the Vessel and repossess the Product, the Buyer shall:
      1. Indemnify the Seller all costs and expenses incurred by the Seller in connection with or arising from the Seller repossessing the Product, and
      2. Be responsible for any delay caused to the Vessel.
    • The Buyer shall not pledge or in any way charge by way of security for any indebtedness the Products or any part thereof, which are property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so, all sums whatever owing by the Buyer to the Seller shall immediately become due and payable.
    • The Seller shall be entitled to recover any outstanding invoice for Products supplied and all applicable (including but not limited to Goods & Services Tax), levies, duties, expenses, delivery charges arising out of or incurred in connection with the supply and/or delivery of the Products notwithstanding that property in the Products or any part thereof has not passed from the Seller to the Buyer.
13. FORCE MAJEURE
    • The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Contract, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
      • Act of God, explosion, flood, tempest, fire or accident.
      • War or threat of war, sabotage, insurrection, civil disturbance or requisition
      • Acts, restrictions, regulations by-laws, prohibition or measures of any kind on the part of any government, parliamentary or local authority.
      • Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or a third party).
      • Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or a third party).
      • Difficulties in obtaining raw materials, labour, fuel, parts or machinery, or
      • Power failure or breakdown in machinery, equipment or vessel
14. LIMITATION OF LIABILITY
    • The Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty of common law, or under the express terms of the Contract for any direct, indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the products or their use and the entire liability of the Seller shall not exceed the value of the Products supplied except as expressly provided in these Conditions.
    • The Seller shall not be liable for any claim where there is or has been co-mingling of the Products supplied by the Seller with Fuel or petroleum products on board the Vessel.
15. COMPENSATION
    • Notwithstanding the foregoing, in the event that the Seller is found to be liable to the Buyer, the total amount payable by way of compensation, other than in respect of personal injury or death, shall not exceed the price charged to the Buyer for Product supplied under the Contract. It is a pre-condition to the payment of any compensation by the Seller that all sums standing due to the Seller from the Buyer are first paid and settled.
16. INDEMNITY
    • The Buyer shall indemnify the Seller harmless from and against any claims, demands, suits, loss, damages and expenses arising from any act, omission, neglect or default of the Buyer, its servants and agents, in the receipt, use, delivery, storage or transportation of the Products sold hereunder.
    • In addition, the Buyer shall pay the Seller all reasonable costs and expenses (including legal costs on an indemnity basis) incurred by the Seller in connection with any claim or legal proceeding which may be brought by the Seller against the Buyer in connection with or arising out of breach by the Buyer of the terms and conditions of the Contract.
17. GOVERNING LAW AND JURISDICTION
    • The Contract shall be governed by and construed in accordance with the laws of Indonesia.
    • In relation to any legal action or proceedings (“Proceedings”) arising out of or in connection with the Contract, the Buyer hereby agrees that such Proceedings may be brought in the courts of the Republic of Indonesia and the courts of any state wherein the Vessel may for the time being be found and the Buyer hereby irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts on the grounds that the Proceedings have been brought in an inconvenient forum.
18. LIEN
    • The Products are supplied on the faith and credit of the Buyer and the Vessel and it is hereby agreed that the Seller may assert a lien against the Vessel or any property of the Buyer for any sums due and owning to the Seller.
19. ENVIRONMEN
    • If any escape, spillage or pollution occurs while the Products are being delivered to the Vessel, the Buyer shall promptly take all necessary action to remove and mitigate the effects of such escape, spillage or pollution.
    • Notwithstanding the cause of escape, spillage or pollution of the Products, the Seller may, at its option, upon notice to the Buyer or the operator of or agent for the Vessel, take such measures and incur such expenses (whether employing the Seller’s own resources or appointing third parties) necessary to remove and mitigate the effects of such escape, spillage or pollution. The Buyer hereby ratifies the Seller’s action in the taking of measures and incurring expenses to remove and mitigate the effects of such escape, spillage or pollution.
    • All expenses damages, loss, fines, penalties and costs incurred arising from or in connection with the escape, spillage or pollution shall be paid as follows:
      1. If caused by one party, the party who caused the escape, spillage or pollution, or
      2. If caused by two parties, each party shall be responsible for its proportion of such expenses, damages, loss, fines, penalties and costs in accordance with its respective proportion of negligence or causation
    • The Buyer shall give or cause to be given to the Seller all documents or information concerning any escape, spillage or pollution or any programme for the prevention thereof, requested by the Seller or required by law or regulation applicable at the time and place the Seller delivers the Products to the Buyer.