January 2024 Edition
A. These terms and conditions are the General Standard Terms and Conditions (“GSTC’s”) under which AI ENERGY GROUP LIMITED, a limited liability company incorporated under the laws of the Republic of Ghana with its registered office at 20A Boundary Road, East Legon, Accra in the Greater Accra Region of the Republic of Ghana (hereinafter referred to as the “Seller”), is prepared to enter into a Bunkering Sales Agreement with another party (hereinafter referred to as the “Buyer”) for the supply of a Vessel, marine bunker fuels, and/or lubricants (hereinafter referred to as the “Products”). These GSTC’s may be referred to as “AI GENERAL STANDARD TERMS & CONDITIONS OF MARINE BUNKER SALE”.
B. These GSTC’s shall apply to and be incorporated into each and every offer and/or quotation, and/or pro forma invoice, and/or order Confirmation Note, and/or sale, and/or delivery made by the Seller unless the Seller expressly agrees otherwise in writing.
C. Each Sales Agreement will be as specifically negotiated between the Seller and the Buyer as evidenced by the Seller’s order Confirmation Note (the “Confirmation Note”) and in the event of any conflict between the present GSTC’s and the terms of the Confirmation Note, the terms of the Confirmation Note shall prevail.
D. The Confirmation Note shall incorporate the GSTC’s. The GSTC’s together with the Confirmation Note shall constitute the complete and exclusive agreement (the “Sales Agreement”) governing the sale and delivery of the Products.
E. The terms and conditions of the Supplier’s General Standard Terms and Conditions (the “Supplier’s GSTC”) are hereby incorporated into these GSTC’s mutatis mutandis.
F. The Seller shall provide the Buyer with a copy of the Supplier’s GSTC upon the Buyer’s request. Where there is a conflict between these GSTC’s and the Supplier’s GSTC’s, the terms and conditions of the Supplier’s GSTC’s shall prevail save for the jurisdiction provisions.
In these General Standard Terms and Conditions, unless inconsistent with the context, the following words or expressions shall bear the meanings stated herein.
3.1 The Buyer shall notify the Seller in writing (the “Sales Request”) stating: name, flag, place of registry and IMO code of the receiving Vessel; place of supply; local agents’ details; estimated time of arrival; full title and registered address of the Buyer; the Buyer’s relationship with the Vessel; and qualities and grades of Product required.
3.2 The Buyer shall notify the Seller of any change to the Sales Request within a reasonable time prior to delivery.
3.3 The Seller will issue a Confirmation Note stating the location, date, Unit Price, maximum quantity and available means of supply. The Confirmation Note incorporates these GSTC’s by reference and together they constitute the entire Sales Agreement.
3.4 The Confirmation Note, unless stated otherwise, expires at 1700hrs Ghana time on the day it is issued. The Sales Agreement is concluded and binding if the Buyer does not reject it before expiry.
3.5 The Buyer shall inform the Seller at least 72 hours prior (excluding weekends and holidays) of the Vessel’s readiness to receive delivery and the exact required quantity. Such notice shall be deemed cancelled if the Vessel has not arrived within two (2) days after the earliest estimated lifting date.
4.1 Delivery shall be effected in one or more consignments at the Point of Delivery by such means as the Seller deems appropriate.
4.2 The Buyer shall make all connections and provide all necessary equipment to receive promptly each consignment.
4.3 The Seller shall not be liable for any loss or demurrage due to congestion of the terminal or prior commitments of available barges.
4.4 The Seller shall not be required to deliver Products into any of the Vessel’s tanks not regularly used for bunkers.
4.5 If the Buyer causes delays to the Seller’s or Supplier’s facilities, the Buyer shall pay demurrage at established rates and reimburse all other related expenses.
4.6 Where delivery is required outside regular business hours, the Buyer shall pay all overtime and extra expenses incurred.
4.7 The Seller has the right to deliver by Barge, pipeline, road or alongside the terminal. The Buyer shall provide a free side for barge deliveries and prompt, safe access for road vehicles. The Seller shall not be obliged to deliver in locations it deems unsafe.
4.8 For Barge deliveries, the Buyer shall provide a clear, safe, always afloat, accessible berth at no cost to the Seller and render all necessary assistance in connection with the Delivery.
4.9 The Buyer’s Vessel shall moor, unmoor, hoist and lower bunkering hoses whenever required by the Seller or Supplier, free of expense, and assist the Barge(s) in effecting a smooth supply.
4.10 The Delivery Date shall be the date of completion of Delivery as stated in the Bunker Delivery Receipt. The Seller may discontinue operations at any Point of Delivery without liability to the Buyer.
4.11 If a clear, safe and accessible berth is not available or delivery is being delayed, the Seller may cancel the Delivery. The Buyer shall indemnify the Seller for any resulting loss, damage, cost, expense, delay, additional steaming time and bunkers consumed, and any fines or penalties.
5.1 The Seller will effect supply as promptly as circumstances permit. Delivery within the Delivery Date Range is not guaranteed, and time shall not be of the essence. The Seller shall not be liable for any consequences, losses, damages or expenses arising out of any delay in supply howsoever caused.
5.2 If a charge is imposed on the Seller by owners/operators of a berth and/or Barge due to prolonged occupation or delays beyond the Seller’s control, the Buyer shall be liable for such charge.
5.3 Time shall be of the essence in relation to the arrival of the Buyer’s Vessel at the Point of Delivery.
5.4 If the Buyer’s Vessel is not at the Point of Delivery and ready to take delivery by the Cancelling Date, the Seller is entitled to terminate the Delivery without prior notice and without incurring any liability.
5.5 Whether or not the Seller terminates, it retains the right to claim losses. If the Seller elects not to terminate, it shall be entitled to damages of USD 15,000.00 (unless a higher loss can be proven), plus any increase in the Price resulting from the delayed arrival.
On completion of delivery, the Master of the Vessel or Buyer’s representative shall sign and stamp any form required by the Seller or Supplier. A copy shall be retained by the Master or Buyer’s representative.
7.1 Quantity shall be determined by the Seller’s or Supplier’s personnel from the official gauge or meter of the bunkering barge, tank truck, or shore-tank as applicable.
7.2 Adjustments in volume due to temperature differences shall be made in accordance with API/ASTM-IP Petroleum Measurement Standards, unless government regulations determine otherwise.
7.3 Absent manifest error or fraud, the Seller’s measurements and calculations shall be final and conclusive.
7.4 A content of 1% water and non-petroleum sediments plus 0.59 × reproducibility on the relevant test method shall be allowed and accepted by the Buyer as part of the invoiced quantity.
7.5 The Seller may deliver, and the Buyer shall accept, a variation of 10% from the agreed quantity, with no other consequence than a corresponding variation in the invoice.
8.1 The Marine Fuel supplied shall be the quality generally offered to the Seller’s customers for similar use at the time and Point of Delivery.
8.2 The selection and acceptance of a particular grade of Product, including determination of compatibility with products already on board, shall be the Buyer’s sole responsibility.
8.3 There are no conditions, guarantees, warranties or terms, express or implied, as to the satisfactory quality, merchantability, fitness, durability or suitability of the Product for any particular purpose beyond the description appearing herein.
8.4 The Buyer bears sole responsibility for selecting proper grades of Products for the Vessel. The Seller is under no obligation to check whether the grade is suitable.
8.5 The Buyer may at its own expense appoint an independent petroleum inspector to inspect the Product before delivery. Any such inspection shall take place in the presence of Seller or Supplier personnel. Surveyors are always subject to the Seller’s approval.
8.6 The Buyer shall keep the delivered Product segregated from any other marine fuels or products on board.
8.7 The Seller shall have no liability for any claims arising where there is mixing or commingling of the Product with other fuels or products aboard the Vessel.
8.8 – 8.10 A Product shall be accepted by the Buyer if test results for acid number, maximum specification limits, or minimum specification limits fall within the defined tolerances based on 0.59 × reproducibility of the relevant test method.
9.1 The Seller shall arrange for the collection of four (4) representative samples of each grade of Product delivered, prior to the Product leaving the shore tank, Seller’s Barge or tank truck.
9.2 The Buyer or Buyer’s Accredited Representative shall witness the drawing of samples and shall be deemed to have confirmed that the samples were properly sealed by signing the labels, unless written notice of discrepancies is given within 24 hours of completion of sampling.
9.3 Three (3) samples shall be taken for quality purposes and the fourth shall be the MARPOL Control Sample. One Quality Sample and the MARPOL Sample are handed to the Vessel’s Master. The remaining two Quality Samples shall be retained by the Seller for a minimum of fifteen (15) days from delivery.
9.4 Any quality dispute shall be determined finally by an independent laboratory appointed and paid for jointly by the Buyer and the Seller. If they cannot agree, the Seller may appoint the laboratory, whose findings shall be final and binding.
9.5 Any samples drawn by the Buyer’s personnel, either during bunkering or at any later date, shall have no evidential value as to the quality of Product supplied.
10.1 Any dispute as to quantity must be noted at the time of Delivery in a Letter of Protest. Claims for short delivery must be presented immediately upon completion of Delivery, failing which they shall be deemed waived and absolutely barred.
10.2 Quantity claims must include the full report of the Buyer’s accredited representative and ullage reports for all bunker tanks both prior and subsequent to delivery.
10.3 Quality claims must be submitted with all supporting documentation no later than fifteen (15) days from delivery, failing which all rights to claim shall be deemed waived and absolutely barred.
10.4 If equipment or machinery is alleged to have been damaged by defective Products, full details must be given within fifteen (15) days of delivery and the item preserved for inspection on demand.
10.5 The Documented Quality Claim shall include: an independent laboratory analysis report; the Vessel’s position and ETA; all correspondence with fuel testing organisations; details of the three previous deliveries to the Vessel; and ullage reports before and after delivery.
10.6 Bulk deliveries must be checked by tank-dipping and flow meters verified for seals and calibration before and after each delivery. Any alleged discrepancies are only acceptable in the form of a Letter of Protest.
10.7 Following any claim, the Buyer must within 14 calendar days provide the Seller with vessel logs, records and communications. Failure to comply shall be deemed acceptance that the quantity and/or quality stated in the Bunker Delivery Receipt was correct.
Unless otherwise agreed, the Buyer undertakes that the Products supplied under the Sales Agreement will be used solely for the bunkering requirements of the Vessel to which they are delivered.
12.1 The Unit Price payable by the Buyer for the Products is as stated in the Confirmation Note and shall remain effective until the completion of delivery.
12.2 The Price is valid for five (5) days from the date of the Confirmation Note.
12.3 The Buyer shall pay any taxes, duties, tolls, fees or other charges imposed by any taxing authority on the delivery, sale, inspection, storage or use of the Products, except for taxes on the Seller’s income.
13.1 In addition to the Price, the Buyer shall pay for charges in respect of taxes, freight, barge, vehicle, wagon or clean-up costs including overtime, mooring/unmooring charges and port dues. Expenses for independent surveyors or laboratory analysis where a Buyer’s claim is not verified shall also be borne by the Buyer.
13.2 If the Vessel is unable to receive the nominated Products without sufficient notice, the Buyer shall pay not less than USD 15,000.00 as cancellation charges.
13.3 The Buyer agrees to pay any expenses incurred as a result of the Vessel’s master rejecting the whole or any part of the nominated Products.
14.1 The value of Products together with extra charges shall be paid by the Buyer in full prior to the date of delivery, in the currency shown in the relevant invoice, and according to the Seller’s payment instructions.
14.2 Unless otherwise agreed, payment shall be made by irrevocable telegraphic transfer. All banking charges shall be for the Buyer’s account.
14.3 Where the Seller agrees to supply on credit, this shall be noted in the Confirmation Note and credit days agreed upon by both parties.
14.4 Overdue payments will attract a financial charge of 3% per calendar month (or pro rata) on the outstanding sum, calculated daily from the due date until full payment is received.
14.5 The Buyer shall not make any deduction or set-off from the Seller’s invoice. Any deduction or underpayment shall be considered a breach of contract, and the Buyer shall be deemed to have waived all claims against the Seller.
14.6 The Seller shall be discharged from all liability unless proceedings are commenced strictly within ninety (90) calendar days after delivery or the date by which delivery should have been made.
14.7 If the Buyer’s credit is deemed impaired, the Seller may require cash before delivery or satisfactory security. Failure to comply releases the Seller from any obligation to deliver.
14.8 Where Products are supplied to a Vessel, a lien over the Vessel is created for the value of the Products supplied. The Seller shall not be bound by any attempt to restrict or prohibit its lien unless written notice is given before the Confirmation Note is issued.
14.9 No disclaimer stamp on the Delivery Receipt shall change or waive the Seller’s rights against the Vessel or waive the Vessel’s ultimate responsibility for the debt.
15.1 Title in the Products shall remain vested in the Seller until payment of all amounts due has been received.
15.2 Until full payment, the Buyer shall not mix, blend, sell, encumber, pledge, alienate or surrender the Products to any third party, other than for the propulsion of the Vessel.
15.3 Risk of loss, damage, deterioration, depreciation or evaporation shall pass to the Buyer once the Product has passed the Seller’s or Supplier’s flange connection.
15.4 The Buyer shall ensure that the Product and all related operations are adequately insured through a reputable insurance company.
15.5 In case of breach by the Buyer, the Seller is entitled to take back the Products without prior judicial intervention.
15.6 If the Products have been commingled with other products on board the Vessel, the Seller shall have the same rights to the corresponding proportion of the commingled product.
16.1 The Buyer agrees to indemnify the Seller against all damages and liabilities arising from any acts or omissions of the Buyer, its agents, servants, or the Vessel’s officers or crew in connection with the sale and supply of the Products.
16.2 An agent signing the Sales Agreement for and on behalf of a principal shall be liable not only as agent but also for the performance of all obligations of a principal under the Sales Agreement.
16.3 No servant or agent of the Seller or Supplier shall be under any liability to the Buyer for any loss, damage or delay arising from any act, neglect or default while acting in connection with their employment.
16.4 The Buyer is obliged to take all reasonable actions to avoid, eliminate and/or minimise damages and costs associated with any off-specification Product, including retention and burning in accordance with Seller’s instructions.
All orders shall be filled with reasonable promptness, and the Seller shall not be held responsible for any losses resulting if fulfilment is delayed or prevented by a force majeure event beyond the Seller’s control, including but not limited to: compliance with government regulations or orders; wars, acts of enemies, strikes, lockouts, fires, floods, acts of God, arrest or restraint of princes, perils of the sea, civil wars, warlike activities, terrorism, piracy, riots, congestion, unavailability of barges, quarantine, epidemics, earthquakes, storms, explosions, accidents, and breakdowns. If the Seller suffers loss of tanker or barge tonnage due to force majeure, the obligation to make deliveries may be proportionally reduced.
18.1 The Buyer shall provide employees, agents, contractors and customers with health, safety and environmental information including Material Safety Data Sheets. The Buyer is responsible for ensuring all relevant health, safety and environmental regulations relating to the delivered Products are complied with.
18.2 The Buyer shall at all times comply with any obligations, requirements or recommendations contained in any law, statute, directive or regulation of any territory in or through which the Products may be delivered, sold, transported or used.
18.3 The Seller shall not be responsible for any loss, damage or injury resulting from hazards inherent in the nature of the Products.
18.4 If a spill occurs during delivery, the Buyer shall promptly take action to remove the spilled Products and minimise the effects. The Seller is authorised, at its option and the Buyer’s expense, to take such measures as are reasonably necessary to address the spill.
18.5 All expenses, claims, loss, damage, liability and penalties arising from spills shall be borne by the party that caused the spill by negligence or omission. Where both parties are negligent, liability shall be apportioned in accordance with the respective degree of negligence.
19.1 The Seller may terminate the Sales Agreement upon notice if: a liquidator is appointed in respect of the Buyer; the Buyer enters into an arrangement with creditors; an unsatisfied judgment is granted against the Buyer for more than 21 days; or the Buyer’s business licence is suspended or impaired.
19.2 The Buyer warrants that none of the circumstances in clause 19.1 is in existence or pending at the date of commencement of the Sales Agreement.
19.3 Termination shall not impair any rights or remedies of the Seller or relieve the Buyer of obligations accrued prior to the effective date of termination.
19.4 The Seller may assign all or any of its rights and obligations without notice to the Buyer. Any assignment by the Buyer without the Seller’s written consent shall be void.
19.5 The Sales Agreement constitutes the entire agreement between the Parties. Any implied warranties, conditions or general terms and conditions of the Buyer are expressly excluded. No modifications shall be binding unless in writing and signed.
19.6 No term of the Sales Agreement is intended to confer a benefit or remedy on any third party.
19.7 The Buyer warrants that it has not relied upon any representations by or on behalf of the Seller, but has relied on its own knowledge, judgment and expertise.
19.8 If any provision of this Contract is adjudged invalid or unenforceable, that provision shall be deemed omitted and the remaining provisions shall remain in full force and effect.
The headings of clauses in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
The Buyer, its agents, staff and/or members shall not, either during or after the Sales Agreement, disclose any proprietary or confidential information relating to activities undertaken or data generated under the Sales Agreement to a third party without the prior written consent of the Seller or Supplier.
Except as otherwise expressly agreed in writing, the Sales Agreement is governed by the Laws of the Republic of Ghana. All disputes shall be referred to the Courts of Ghana. For the sole benefit of the Seller, it is further agreed that the Seller may proceed against the Buyer, any third party or the Vessel in such jurisdiction and forum as the Seller in its sole discretion sees fit, for the purpose of securing payment of any amount due.
It is the policy of AI Energy Group Limited to prohibit bribery and other corrupt conduct in any form. Bribery and kickbacks involving government officials, customers, suppliers, and other counterparties are specifically prohibited.
Neither the Seller nor any Company Representative may, directly or indirectly, offer, promise, pay, give or authorise any financial or other advantage to any person or organisation with the intent to exert improper influence, induce a violation of duties, secure an improper advantage, or improperly reward past conduct.
The Seller always conducts due diligence on its Suppliers to ensure conformity with its anti-bribery and corruption policies. Any inconsistency with the Supplier’s Anti-Bribery and Corruption due diligence questionnaire will warrant outright termination of the Supplier’s contract.
The Seller is Trace Certified and has zero tolerance for any form of bribery and corruption.
AI Energy Group Limited — Head Office
20A Boundary Road, East Legon, Accra, Ghana
Phone: +233 (0)30-254-2045
Email: info@aienergygroup.com.gh