TABLE OF CONTENTS
Terms and Conditions
Release date：2016年01月31日Reference：原创文章The number of clicks：1373
1. General introduction
2. Product and Nomination
4. Notice to port
8. Measurement of Quantity, Quantity and Complaints
9. Risk and Property
10. Payment Terms
11. Force Majeure
12. Governing law
Term and Conditions of Bunker Sale and Delivery
This is a statement of the terms and conditions according to which China Changjiang Bunker (Sinopec) Co., Ltd (hereinafter called "CCBC") will sell marine bunkers to any customer whose ships are calling alongside the ports of Yangtze River (Changjiang) or other coastal ports where CCBC is capable of providing service.
1. General Introduction
(a) The terms and conditions apply to any bunkering order and any delivery contracted for other than under a term agreement. Each such order or delivery shall be as a separate contract.
(b) Subject to the terms and conditions contained herein， the CCBC supply and deliver marine bunkers (herein ‘bunkers’ or “products”) to vessels nominated by the Buyer in the following ports in the People’s Republic of China: Nanjing, Zhenjiang, Yangzhou, Taizhou, Changzhou, Jiangyin, Nantong, Changshu, Taicang, Shanghai and Ningbo, as well as other areas where the CCBC is capable of bunker supply.
(c) The supply of bunkers by the CCBC shall be in accordance with the following terms and conditions, unless otherwise agreed in writing by both parties.
(d) In the case that, for whatever reason, one or more of the (sub)clauses of these terms and conditions become invalid, the other (sub)clauses hereof shall remain valid and be binding upon the parties.
2. Products and Nomination
(a) Grade of bunkers available and product specifications (per ISO 8217:1996(E)) hereinafter called “products” are as follows:
Marine Gas Oil (Category ISO-F-DMA)
Marine Fuel Oil (Category ISO-G-RME or RMG)
Specification shall be as in Annex 1 & Annex 2.
(b) During bunker supplying where product specifications are being given or referred to, tolerances of 5% in quality change, which does not exceed the limitation of ISO 8217:1996 and ANNEX VI OF MARPOL 73/78，shall be accepted without any compensation or other consequences whatsoever.
(c) Unless otherwise agreed by the CCBC, the Buyer shall give the CCBC at least 7- day notice of the delivery required of the nomination lifting date. The quality and quantity shall be as agreed between the CCBC and the Buyer and correspond to the CCBC s written confirmation.
(d) The Buyer shall be liable for any loss and expenses incurred, if any, from alternative sale of the product by the CCBC resulting from the Buyer’s failing to take the delivery, or rejection, in part or in full, of any quantity duly ordered. Notwithstanding the above, however, the parties agree that neither party shall be responsible to the other for incidental or consequential expenses.
Prices quoted for any delivery unless otherwise stated in the quotation are:
(a) The price of bunkers shall be the net price currently applicable on the date of placement of order, and published by the CCBC for above mentioned Chinese Ports and notified in advance to the Buyer.
(b) The price is net price excluding barging charges.
(c) The price confirmed by CCBC or its branch is only valid for the 7-day range, 3 days before and 3 days after the vessel’s estimated time arrival (ETA). If ETA exceeds the 7-day range, the CCBC shall have the right to change or keep the price.
4. Notice to port
In any case the Buyer, unless otherwise agreed in writing, must give not less than 72 (seventy-two) hours notice of approximate delivery, which is to be followed by 48 (forty-eight) hours and 24 (twenty-four) hours further notices, exclusive of Saturdays ,Sundays and holidays. The last notice must specify the exact time and place of delivery together with confirmation of the quantities of each grade ordered. The notices of delivery must be given to the CCBC and local representatives or branches of the CCBC.
(a)The time of delivery, as given by the CCBC, is an approximate time, unless it has been otherwise specifically agreed in writing between the parties.
(b) The Buyer’s nominated vessel in question shall be bunkered as promptly as the circumstances permit. In the case that the Buyers Vessel is not able to receive the delivery promptly, the Buyer shall pay reasonable demurrage claim to the barging/supplying facilities.
(c)The Buyer shall ensure that the Buyer’s nominated vessel provides a free, safe and always afloat and accessible side for the delivery of bunkers. The CCBC shall not be liable for any demurrage paid or incurred by the Buyer or for any loss, damage or delay of the Vessel of any nature whatsoever due to congestion at the loading terminal, prior commitments of available barges or any other reason.
(d) The Buyer’s nominated vessel shall be responsible for connections and disconnections to intake of the receiving Vessel, free of expenses, and in any way requested to assist barge equipment to a smooth supply. However, pumping shall be performed under the direction of the Buyer.
(e) During bunkering the Vessels scuppers must be safely blocked, which blocking must be made by the Vessels own crew. Furthermore the Vessel must ensure that all pipes and manifolds and receiving tanks are completely checked and being ready to receive the bunkers, including but not limited to ensuring proper opening/closing of relevant valves, without any risk for spillages, etc, during the bunkering.
(f) Local further special requirements for receiving bunkers must be followed strictly by the receiving Vessel, whether advised or not by the CCBC or the CCBCs representative, as it is always the Vessel and the Buyer who remains solely responsible for the awareness of such eventual additional requirements for safety reasons.
(g) If the Buyer for whatever reason is unable to receive the full quantity ordered and rendered, the CCBC shall have the right to invoice the Buyer for the loss incurred by having to transport the Bunkers back to the storage or by having to sell the bunkers in a degraded form at a lower price than that applicable to the grade originally nominated by the Buyer. The CCBC may use this right without prejudice to the CCBCs other rights for damages or otherwise pursuant to these terms.
In the event that the vessel’s arrival at the place of delivery is delayed or likely to be delayed, the Buyer must advise the CCBC. The Buyer should also ensure that the vessel’s agent at the place of delivery is informed and the agent advise the CCBC accordingly. At the Buyer’s request the CCBC will use its best endeavors to supply a delayed vessel on the terms originally agreed. The Buyer may nominate an alternative vessel to take delivery in place of a delayed vessel and the CCBC shall supply the alternative vessel on the terms originally agreed.
Additional 50 percent of the normal barging rate shall be applied during public holidays in China such as New Year’s Day, the Spring Festival (the Lunar New Year’s Day), international Labour Day and National Day, and other holiday advised by CCBC in writing in advance or at the time of contracting or the delivery.
8. Measurement of Quantity, Quality and Complaints
(a) The quantities of bunkers shall be determined from the official gauge or meter of the bunkering barge. The CCBC’s measurement of quantity shall be accepted as conclusive of the amount delivered, provided that in gauging barges the chief engineer of the respective receiving vessel or his representative shall jointly with CCBC’s representative measure and verify the quantity of bunkers delivered. Any dispute as to the quantity delivered must be noted at the time of delivery in a letter of protest. Any claim as to short delivery shall be presented by Buyer within thirty (30) days of the date of delivery supported by evidence.
(b) Should the Chief Engineer or his representative fail or decline to verify the quantities, the measurements of quantities made by the CCBC shall be final, conclusive and binding and the Buyer shall be deemed to have waived any and all claims in regard to the variance.
(c) In respect of the quantity agreed upon the CCBC shall be at liberty to provide, and the Buyer shall accept a variation of 5% from the agreed quantity, with no other consequence than a similar variation to the corresponding invoice from the CCBC.
(d) The CCBC shall take continuous drip samples of the delivered product from a point in the delivery pipeline as close as practicable to the intake flange of Buyer’s nominated vessel. In case that drip sampling is not available onboard barge, the samples shall be taken as a composite of each tank divided with 1/3 from each the top/mid/bottom of the tanks.
(e) The combined sample shall be divided into three homogenous parts each of which shall be conclusive evidence of the Bunkers delivered. Buyer shall have the right to have the chief engineer of the respective receiving vessel or his representative witness the drawing of the samples.
(f) The aforementioned samples shall be securely sealed and labeled, numbered and identified by name of the receiving Vessel, delivering facility, product, delivery date and place of delivery.
(g) One sample shall be given to Buyer’s representative and the other two samples shall be retained by CCBC for at least thirty days from the date of delivery in a safe place for verification of the quality thereof, if required. If Buyer makes a claim or complaint within thirty days of the date of delivery, based on the analysis of the retained samples supplied to Buyer’s representative, one of the two remaining samples retained with the CCBC, shall be submitted for analysis to an independent laboratory. The independent laboratory’s analysis shall be conclusive as to the quality of the product delivered. The analysis shall be established by tests in accordance with ISO 8217 and/or any other specifications agreed to between Buyer and CCBC. Unless otherwise agreed, the expenses of the analysis by the independent laboratory shall be borne by lost party.
9.Risk and Property
Delivery shall be deemed complete and title to and all risk of loss to the bunkers delivered shall pass to the Buyer from the time the Bunkers reaches the vessel’s flange connecting pipe lines/delivery hoses provided by the CCBC.
(a)Payment of ordinary buyer should be made in full amount (including bunker price and other charges) in US dollars according to mutual agreed price and quantity and be received by seller before seller arrange the bunker delivery. Payment of the delivery and of other charges payable of contracted buyer shall be made in full (without any set-off or counter-claim whatsoever) in US dollars within 30 days from date of delivery against invoice and full supporting documents as are mutually agreed by both parties in writing from time to time. The CCBC shall provide the Bunker Delivery Note and the Invoice to the Buyer within five days from date of delivery.
(b)Payment shall be made by Telegraphic remittance to CHINA MERCHANTS BANK WUHAN BRANCH through CMB H.O., SHENZHEN, CHINA. SWIFT CODE: CMBCCNBS. Favoring: CHINA CHANGJIANG BUNKER (SINOPEC) CO., LTD. A/C NO.：270183779732001
(c)All bank charges in respect of such payments shall be for the Buyer’s account. The Buyer shall notify (or instruct its bank to notify) the CCBC as soon as payment has been made, quoting the date on which payment was made, the amount, the name of the bank effecting payment and details of the invoice(s) to which the payment relates.
11. Force Majeure
The CCBC shall not be responsible for non-delivery or breach of contract for any reason due to force majeure, which may include war, blockade, hostility, insurrection, strike, lockout, civil strife or other factors beyond the control of human beings.
These terms and conditions shall be governed and construed in all particulars under the laws of the People Republic of China, exclusive of its rules on choice of law, except that a reference to “applicable law” is a reference to the law that would be applicable absent a choice of law.
Both parties to these terms and conditions shall Endeavour to amicably resolve any disputes or claims arising in connection with the sale of product under these terms and conditions. If the parties are unable to amicably resolve any disputes or claims within 60 days after the dispute arose or presentation of the claim, the parties agree that any dispute of whatsoever nature arising out of these terms and conditions giving rise to a claim or amended claim by either party against the other shall be resolved by binding arbitration with the rules of Conciliation and Arbitration of the International Chamber of Commerce or other rules as mutually agreed between the parties. The arbitration shall take place in Wuhan, China. The parties hereby consent that any appropriate court at place of arbitration shall have non-exclusive jurisdiction to enforce this arbitration agreement, to enter judgment on the award and to grant any other remedy provided by law in respect of the arbitration proceedings or the award. Personal service of summons or other legal process in proceedings brought by any such court shall be deemed to have been effectually made upon a party by mailing a copy of such summons or process by registered mail. Awards made in any arbitration held pursuant to these terms and conditions may include an award of costs and reasonable attorney’ fees.
These terms and conditions shall be valid and binding for all bunker supply made by CCBC as of match 25, 2007, or at any later date.