Edition 2019 - Olís
These terms and conditions shall apply to all offers and services of Olíuverzlun Íslands ehf., ID No. 500269-3249, Katrínartúni 2, 105 Reykjavík (“Seller”) in connection with the selling of marine bunkers, except where otherwise is agreed in writing by the Seller.
Throughout these terms and conditions, expect where the context otherwise requires, the following definitions shall apply:
- 1 “Actual Readiness” means the Vessel’s readiness in all respects to receive marine fuel at the agreed location within the delivery period.
- 2 “Bunkers” means the Seller’s different grades of heavy fuel, diesel, gasoil and lubrication oils and any other product and/or service offered for sale by the Seller.
- 3 “Buyer” means the vessel supplied and jointly and severally the Owners, Managers/Operators, Bareboat Charterers and Charterers or any party requesting offers or quotations for or ordering Bunkers and/or Services and any party on whose behalf the said offers, quotations, orders and subsequent agreements or contracts have been made.
- 4 “Conditions” means these terms and conditions of sale.
- 5 “Contract” means an agreement between the Seller and the Buyer for the supply of the Bunkers, subject to these terms and conditions.
- 6 “Order Confirmation” means the written confirmation issued by the Seller and forwarded to the Buyer to conclude the conclusion of the negotiated sale/purchase of the Bunkers.
- 7 “Owner” means the registered Owner, Manager or Bareboat Charterer of the vessel.
- 8 “Parties” means the Seller and Buyer collectively.
- 9 “Party” means Seller or Buyer.
- 10 “Seller” means Olís (Olíuverzlun Íslands ehf.) or any of their servants, officers, agents, brokers, representatives, wherever applicable.
- 11 “Supplier” means any party instructed by or on behalf of the Seller to supply or deliver the Bunkers.
- 12 “Vessel” means the Buyer’s Vessel, Ship, Barge or Off-Shore Unit that receives the supply/bunkers; either as end-user or as transfer unit to a third party.
- 1 An Agreement shall only be concluded and binding on the Seller when the Seller sends an order confirmation to the Buyer. These terms are incorporated by reference.
- 2 All prices and/or tariffs are exclusive VAT, unless specifically stated otherwise. Any VAT or other charge and/or tax applicable and whenever imposed, shall be promptly paid by the Buyer, and unless otherwise agreed in writing all supplies are quoted and invoiced based on quantity calculated quantity in metric tons in vacuum.
- 3 The Seller reserves the right, by giving notice to the Buyer in writing at any time before delivery, to increase the price of the marine fuel to reflect any increase in the cost to the Seller caused by any change in delivery dates, quantities or specifications for the Marine Fuel which is requested by the Buyer, or, caused by 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 increased price.
- 4 If the party requesting Bunkers is not the Owner of the Vessel, the Seller shall have the right (but will not be obliged) to insist as a precondition of sale that a payment guarantee is provided by the Owner.
- 5 The Buyer warrants that it is authorized as agent to order Bunkers for the Vessel, and that the Seller has a lien on the Vessel for any Bunkers supplied under this Agreement. If the party requesting Bunkers is not the Owner of the Vessel, Buyer assumes the sole responsibility for communicating the terms and conditions of this Agreement to the Owner of the Vessel prior to the date of delivery.
- 6 If at any time before the delivery the financial standing of the Buyer appears to the Seller to have become unsatisfactory, the Seller may require cash payment or security to be provided by the Buyer prior to delivery, failing which the Seller may cancel the delivery without any liability.
- 1 The quality and quantity shall be as agreed between the Seller and the Buyer and shall correspond to the Seller’s Order Confirmation. Unless otherwise agreed in writing the Bunkers are delivered and sold based on metric tons in vacuum.
- 2 Where standard specifications are being given or referred to, tolerances in accordance with ISO 4259 in respect of Reproducibility/Repeatability in quality are to be accepted without compensation or other consequences whatsoever.
- 3 The Buyer assumes the sole responsibility for the choice of nominating the quantity and quality of Bunkers and determine (if applicable) potential compatibility with any Bunkers already on board the Vessel. The Buyer also assumes sole responsibility for the selection and fitness of its choice of Bunkers for any particular use or purpose, and the Seller shall assume no responsibility whatsoever for the compliance or fitness of the Bunkers for a specific type of engine or equipment.
- 4 In respect of the quantity agreed upon the Seller 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 Seller.
- 1 Seller’s measurement shall be accepted as prima facie evidence of the quantities of bunkers delivered, but Buyer may check the accuracy of the instruments used by Seller upon reasonable notice during Seller’s normal operating hours in the presence of Seller’s representative. Determinations of quantities made in accordance with international industry practice shall be binding.
- 2 In the event of complaint/comment on the quantity of Bunkers delivered, the Buyer or the Master of the Vessel shall give to the Seller/Supplier a letter of protest separately, followed by a complaint in detail to the Seller in writing within 7 (seven) days thereof, failing which, any such claim by the Buyer shall be deemed as non existent, and the Buyer shall be deemed to have expressly waived any such claim against the Seller.
- 1 The Supplier shall arrange for three-four (3-4) representative samples to be drawn during bunkering. The Buyer’s chief engineer or his representative shall have full opportunity to witness that such samples are drawn correctly and shall confirm that he has been offered the opportunity to witnessing thereof and also confirm the proper and correct sealing by signing the labels of the sample bottles.
- 2 The samples shall be securely sealed and provided with labels showing the Vessel’s name, identity of delivery facility, product name, delivery date and place and seal number, signed by the Seller’s representative and the Chief engineer of the Vessel or his representative. The seal numbers shall be inserted into the Bunker Delivery Note (BDR), and by signing the BDR both parties agrees to the fact that the samples referred to therein are deemed valid and taken in accordance with the requirements as specified here.
- 3 In the event of a dispute in regard to the quality of the Bunkers delivered, the samples drawn, shall be conclusive and final evidence of the quality of the Bunkers delivered. One, and only one, of the samples retained by the Sellers shall be forwarded to an independent laboratory to perform a set of tests, the result of which is to be made available to both parties. Those test results shall be final and binding upon both Buyer and Seller as to the parameters tested. The parties are to use best endeavor to agree the independent laboratory to perform the tests. If, however, no agreement can be reached on the choice of laboratory within 3 days of the Buyer being advised of the Seller opting to have the sample tested, the Seller is at liberty to send the sample to a reputable and independent laboratory of its choice for the tests to be conducted, and those test result will be final and binding upon Buyer and Seller as set out above.
- 4 The seal must be breached only in presence of both parties unless one/both in writing have declared that they will not be present or fails to be present at the appropriate time and place; and both parties shall have the right to appoint independent person(s) or surveyor(s) to witness the seal breaking.
- 5 Any eventual samples drawn by Buyer’s personnel either during bunkering or at any later date after bunkering shall not be valid as indicator of the quality supplied.
- 1 The time of delivery, as given by the Seller, has been given as an approximate time, unless it has been otherwise specifically agreed in writing between the parties.
- 2 The time of delivery will only be binding upon the Seller when all information necessary for the Seller to comply with its obligations hereunder, have been properly delivered to the Seller in reasonable time before the delivery.
- 3 The Vessel shall under all circumstances be bunkered as promptly as the prevailing circumstances permit.
- 4 The Seller and/or the Supplier shall not be liable for any consequences or any time lost due to the Vessel having to wait for berth for bunkering or for completion of bunkering, and unless otherwise agreed in writing, the Seller shall not be obligated to deliver prior to the nominated date or spread of dates. The Seller is not responsible for delays caused by local customs, pilots, port- or other authorities.
- 5 In any case the Buyer, unless otherwise agreed in writing, must give not less than 72 (seventy-two) hours approximate notice of readiness of the Vessel for delivery, which is to be followed by 48 (forty-eight) hours and 24 (twenty-four) hours such notices, where the last notice must also specify the exact place of delivery. All these notices must be given to the Sellers and the Seller’s representatives/agents in writing.
- 6 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.
- 7 If the Seller at any time for any reason believes that there may be a shortage of supply at any place and that as a result thereof it may be unable to meet the demands of all its customers, the Seller may allocate its available and anticipated quantity/ies of Bunkers among its customers in such a manner as it may determine appropriate in its sole discretion.
- 8 The Vessel shall always be accessible to Seller and Supplier and shall be bunkered as promptly as the circumstances permit. The Seller and/or the Supplier shall not be liable for any demurrage paid or incurred by the Buyer or for any loss, damage or delay of the Vessel (consequential and/or liquidating damages included) of any nature whatsoever due to congestion at the loading terminal, prior commitments of available barges or tank trucks or any other reason.
- 9 The Buyer shall ensure that the Vessel provides a free, safe and always afloat and accessible side for the delivery of bunkers and that all necessary assistance as required by the Seller or the Seller’s representative is rendered in connection with the delivery. If in the Supplier’s opinion clear and safe berth is unavailable, delivery might be delayed or, in Seller’s option, cancelled and all costs related to above will be because of the Buyer.
- 10 The Vessel shall moor, unmoor, hoist and lower bunkering hose(s) from the barge(s) whenever required by the Seller, Seller’s representative or Supplier, free of expenses and in any way as may be requested to assist the barge equipment to a smooth supply. The Buyer shall make and be responsible for all connections and disconnections between the delivery hose(s) and the Vessel’s bunker intake manifold/pipe and ensure that the hose(s) are properly secured to the Vessel’s manifold prior to commencement of delivery.
- 11 During bunkering the Vessel’s scuppers must be safely blocked, which blocking must be made by the Vessel’s own crew. Furthermore, the Vessel must ensure that all pipes and manifolds and receiving tanks are properly checked and 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.
- 12 If the Vessel is not able to receive the delivery promptly, the Buyer is thereby in default and shall pay damages and/or any reasonable demurrage claim to the barging/supplying facilities and shall indemnify the Seller in each and every respect as a result thereof.
- 13 Delivery shall be deemed completed and all risk and liabilities, including loss, damage, deterioration, depreciation, contamination, evaporation or shrinkage to the Bunkers delivered and responsibility for loss, damage and harm caused by pollution or in any other manner to third parties shall pass to the Buyer from the time the Bunkers reach the flange/connecting pipe line(s)/delivery hoses provided by the Seller on the barge/ tank truck/shore tank.
- 14 If the Buyer for whatever reason is unable or refuses to receive the full quantity ordered, the Seller shall have the right to invoice the Buyer for the loss incurred by having to transport the undelivered Bunkers back to the storage or by having to sell the Bunkers in a degraded form or at a lower price. The Seller may exercise this right without prejudice to the Seller’s other rights for damages or otherwise pursuant to these conditions.
- 15 In the event the Bunker delivery is made by vessel or barge as a ship-to-ship transfer, any damage caused by contact and/or collision and/or swell and/or other weather or sea related condition or incident, is to be dealt with by the Owners directly with the owners of the units involved, and Seller/Supplier shall not be held nor be responsible for any such damages. If, however, any of the involved units choose to pursue Seller and/or Supplier, Buyer will fully indemnify and hold Seller harmless in relation thereto.
- 16 For safety reasons it is agreed that it is solely the Master of the bunkering barge that determines whether mooring alongside is safe, taking weather, swell and forecasts into consideration. Supplier/Seller not to be held responsible for any delays, demurrages, liquidating damages or similar whatsoever as a result of any eventual delays caused by any decision by the Master of the barge in this connection. Supplies being always performed weather permitting
- 17 Please note that deliveries out of service hours are now charged by USD185,- lumpsum fee, enclosed information in our T&C. Please note that short notice fee is now charged by USD35,- lumpsum fee, enclosed information in our T&C.
- 1 Title in and to the Bunkers delivered and/or property rights in and to such bunkers shall remain vested in the Seller until full payment has been received by the Seller of all amounts due in connection with the respective delivery.
- 2 In case of non or short payment for the Bunkers by the Buyer, the Seller is entitled (but not obliged) to repossess the Bunkers without prior juridical intervention, without prejudice to all other rights or remedies available to the Seller.
- 1 Payment shall be made by Buyer in full, as directed by Seller, within the time specified in writing. Seller shall be entitled absolutely to the payment in full without discount, reduction or set off which shall be made to Seller’s bank account. Should the due date for payment fall on Saturday, Sunday or public Holiday, then payment should be received by the previous working day.
- 2 When paying, buyer shall not be entitled without Seller’s consent in writing, to offset any amounts for claims against Seller, whether these claims are connected, and whether or not they arise out of the contract.
- 3 Overdue payments shall be subject to penalty interest in accordance with Icelandic law.
- 1 Any claims made by Buyer regarding shortages in quantity must be made in writing to Seller at the time and place of delivery. If the Buyer or the Vessel’s Master fails to present such immediate notice of protest to the Seller or Supplier, such claim shall be deemed to have been waived and shall be absolutely barred for all purposes.
- 2 Any claims made by Buyer with regard to quality must be made in writing to Seller immediately upon detection of the alleged defect, and in any event no later than within fourteen (14) calendar days from receipt of the product. The foregoing preliminary notice shall be followed by a formal written notice of claim within seven (7) calendar days from receipt of the products to Seller containing all details necessary to allow evaluation of the claim.
- 3 Should Buyer failed to comply with any/all of the foregoing conditions and notices, Buyer shall be deemed to have conclusively waved all rights under this clause.
- 4 In addition, any and all claims of the Buyer that have been notified to the Seller shall become time-barred unless procedures have been commenced as per clause 13 below and served on the Seller within 12 (twelve) months from the date of delivery.
- 1 Seller and/or its supplier shall not be liable for special, indirect, consequential, punitive or exemplary damage of any kind arising out of, or in connection with, the performance or nonperformance under the Contract.
- 2 Buyer shall defend, indemnify and hold Seller harmless with respect to any and all liability, loss, claims, expenses, or damage Seller may suffer or incur by reason of, or in any way connected with, the fault or default of Buyer or its agents in the purchase of, receipt, use, storage handling or transportation of the Products in connection with each bunker transaction.
- 1 Neither Buyer nor Seller shall be responsible for damages caused by delays, failure to perform in whole or in part any obligation hereunder (other than the payment of money), or non-compliance with any of the terms hereof when such delay, failure or non-compliance is due to or results from causes beyond the reasonable control of the affected party, including without limitation acts of God, fires, flood, adverse weather, perils of the sea, war (declared or undeclared), embargoes, accidents, strikes, labor disputes, failure of, or shortage of vessels, or barge services normally available to Seller, breakdown of or damage to, or shortage in facilities used for production, refining of transportation of Products, acts in compliance with requests of any Government authorities or person purporting to act on behalf thereof, or any other similar causes. Notwithstanding the provisions of this clause, the Buyer shall not be relieved of any obligation to make payments for all sums due hereunder.
- 1 Seller may terminate the Contract in whole or in part, at its own discretion upon the breach of any provision hereof by Buyer.
- 2 Seller reserve the right to recover from Buyer all damages and costs (including but not limited to loss of profit) resulting from any breach of the Contract.
LAW AND JURISDICTION
- 1 The law that governs this Agreement as well as the means of resolving any dispute arising out of this Agreement shall be the laws of Iceland and all disputes shall be referred to the District Court of Reykjavík.