General Terms of Sales and Delivery of Marine Oil Products

1. VALIDITY 

These sale and delivery terms are valid for all offers, sales and deliveries unless otherwise agreed in writing. These conditions shall apply for all products delivered by the Seller unless otherwise stated. 

 

2. OFFERS 

Offers become binding as an agreement when the Buyer receives written confirmation from the Seller. Until the Buyer's accept of the offer reaches the Seller, the Seller is entitled to enter into agreements with third parties concerning the offered deliveries thereby voiding the offer. In case the Buyer's accept does not comply with the terms of the offer, the Seller is entitled to consider his offer to be declined. In this case the Seller is entitled to enter into agreements with third parties concerning the offered deliveries. 

 

3. PRICES 

All the prices exclude VAT and taxes of any sort. The Buyer is obliged, until delivery, to accept changes in the price that are a consequence of documented , increased costs for the Seller caused by changes in the rate of exchange, customs, taxes, charges, etc. concerning the agreed delivery. 

 

4. PAYMENT 

4.1.
Payment shall be made by the Buyer in the agreed currency on the agreed payment date as stated in Seller's invoice. The invoice is valid whether mailed, telexed or telefaxed or transferred by other means of communication. 
The payment shall be made directly to Seller's nominated bank and bank account. 

4.2.
In the event that payment is not effective on the date of payment, the outstanding amount will bear interest from the payment date with an interest rate of 2 % pro month from the due payment date. The interest will accrue and be added to the debt at the beginning of every calendar month. 

4.3.
In the event that the Seller, in his sole discretion at any time, deems the Buyer's financial situation or legal structure to have changed to the disadvantage of the Seller, the Seller is entitled to require adequate security for any present or future financial obligation on the part of the Buyer. Likewise, the Seller may require prepayment prior to the acceptance of new orders. 

 

5. RETENTION OF TITLE 

The title to the oil remains with the Seller until the full purchase sum is received by the Seller. 

 

6. MARITIME LIEN

The delivered marine oil is on the account of the vessel receiving the marine oil delivery and the Buyer agrees that the Seller has a lien on the receiving vessel for the invoiced amount for the above mentioned marine oil for the ship's future operation. 

 

7. DELIVERY 

7.1.
The marine oil is delivered ex-installation, ex-barge or ex-truck as the case may be and according to agreement. Delivery of the marine oil shall continue, if the Master or the Owners of the vessel so requests, during night hours and religious and secular holidays, unless prohibited by laws and regulations applicable in the port of the delivery. 

7.2.
Delivery and passing of risk are concluded when the oil has been transferred to the receiving vessel. Pumping in shall take place under supervision from the receiving vessel.

 

8. PRODUCT INFORMATION 

8.1.
It shall be Seller's or the Seller's supplier's usual commercial quality for marine oil that is offered to the Buyer at the point in time the delivery takes place or according to submitted specification. The Seller does not have any responsibility for the choice of appropriate marine oil to be used in the vessel to which it is delivered. 

8.2.
The Seller reserves the right to make changes, without prior notice, in the contracted specifications, if this can take place without substantial disadvantage to the Buyer. 

 

9. DEFICIENCIES AND COMPLAINTS 

9.1.
With delivery, the Buyer shall immediately undertake such an examination of the purchase which good business practice requires. 

9.2.
The Seller shall take four representative samples of each grade of marine oil delivered. The Buyer or his accredited representative shall be at liberty to witness the sampling. 
Two sealed samples shall be handed to the Master of the receiving vessel, one of which being dedicated as the MARPOL sample, and the other two samples retained by the Seller or their representative for 30 days from the date of delivery in a safe place where they will not deteriorate. 
At the end of the said 30 days the samples may be discarded unless the Buyer has made a complaint or claim within 14 days from the date of delivery, in which case the sample will be analysed by a recognised company. 
No sampling will take place in connection with purchases from self-serving units or with purchases of lubricating oils. 

9.3.
The Seller's weight and measurements shall be conclusive evidence of the quantities delivered. However, without prejudice to the conclusiveness of the Seller's weights and the measurements, the Buyer or his accredited representatives shall be at liberty to witness and check such weights and measurements. 

9.4.
Every complaint in connection with shortage shall be noted on "Bunker Receipt" immediately at the time of delivery. Every complaint from the Purchaser in regards to deficiencies with delivered marine oil from the Seller must be made without ungrounded delay and, at the latest, 14 days from the reception with all necessary details requested by Seller for a satisfactory investigation of the deficiency. 
In the event that the Buyer has discovered or should have discovered the deficiency, and he does not complain as stated, he can not, at a later time, claim damages for the deficiency.

9.5.
If the Buyer files a complaint with the Seller, the Seller shall order an analysis of one sample of the delivered product in question to explore whether the complaint is justified or not. The result of such analysis shall be final and binding upon both Buyer and Seller as to the parameters tested. If it turns out that the complaint is not justified, the Buyer is obliged to pay to the Seller the costs of this analysis. The Buyer will receive a copy of the analysis. 

 

10. LIABILITY IN CASE OF NON-COMPLYING OR DELAYED DELIVERIES 

10.1.
In case the delivered marine oil does not comply with the quality standards that the Buyer is entitled to expect, or the delivery is delayed, in both cases due to gross negligence on the part of the Seller, the Seller is responsible for losses caused thereby. However, the Seller is in no case liable for any consequential damage or losses, indirect damage or losses, loss of business profits, or losses due to waiting time and the like. 

10.2.
The Seller's liability can in no case exceed a sum of 10 Million DKK. 

 

11. RETURNING

The deliveries are not returnable to the Seller unless a specific agreement is reached prior to returning. 

 

12. PRODUCT LIABILITY 

12.1.
Product liability is governed at all times by Danish Law and can not be subject to rules of any other jurisdiction. Save as provided in non-derogatable Danish legislation on product liability applying to the Seller, the Seller undertakes no liability for personal injury or property damages and then only to the extent provided for in such legislation. 

12.2.
Damages to property belonging to the Buyer or to third parties caused by defective deliveries from the Seller shall be the responsibility of the Seller if proven to be attributable to his negligence or to the negligence of persons for whom the Seller is responsible. However, the Seller is in no case liable for any consequential damage or losses, indirect damage or losses, loss of business profits, or losses due to waiting time and the like. 

12.3.
The Seller's liability can in no case exceed a sum of 10 Million DKK. 

 

13. ASSIGNMENT 

The Seller is entitled to assign all rights and obligations in reference to the delivery agreement with the Buyer to a third party. 

 

14. ENVIRONMENTAL PROTECTION 

14.1.
If there, with the reception of marine oil, occurs a spill, the Buyer and the Seller, together, are obligated to co-ordinate their efforts to limit the damage as much as possible, regardless if the one party, establishes that the other party is responsible for the accident. Positive outlays for fighting of pollution are borne equally between the parties, until the degree of responsibility on both sides is established by agreement or in court of law. Half repayment for disbursed amount is due on demand. 

14.2.
Should third parties, including public authorities, hold one or the other or both jointly responsible for a pollution claim, the settlement, internally, shall take place according to an evaluation of the degree of responsibility. In the event that legal liability can be imposed by means of an objective standard not requiring the complaining party to prove negligence or subjective culpability on the part of the defendants, the loss is borne totally by the Buyer. 

 

15. APPLICABLE LAW AND COMPETENT JURISDICTION 

Any dispute between the parties shall be settled by the courts of the Seller's jurisdiction in Denmark and according to the laws of Denmark. The Danish law shall also govern questions on the formal procedure of, and time terms applied to, the examination of deliveries, notices on such examination and the measures to be implemented in case of rejection of the deliveries. The language to be used in case of litigation shall be Danish. The United Nations Convention on Contracts for the International Sale of Goods (CIGS) shall not apply to the legal relations of the parties. 

Copyright © 2011 ·  Malik Supply A/S
Skibbrogade 3, 2. th · 9000 Aalborg · Phone +45 9631 3900 · Telefax +45 9631 3911 · sales@malik.dk

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