Last updated: December 1, 2025

Please read the terms and conditions carefully before using our service.

GENERAL TERMS AND CONDITIONS

All supplies and deliveries, where GeoServe Energy Transport FZCO (UAE), or GeoServe Fuel Trading LLC (UAE), or GeoServe Energy Transport Pte Ltd (Singapore) act as the Sellers (as defined below), unless expressly mentioned  otherwise in the Note of Confirmation (as defined below), shall be governed by these General Terms and Conditions (the “GTC”).

1. Definitions and Interpretation
   • The headings of the GTC are for identification purposes only and shall not be deemed to be part of or taken into consideration in the interpretation or construction of the GTC. Unless the Contract (as defined below) expressly requires otherwise, any words denoting the singular shall include the plural and vice-versa and the words “include” and “including” are to be construed without limitation.
   • In the GTC, unless the context otherwise provides or requires, the following definitions and interpretation shall apply:
     • “Actual Readiness” means the Vessel’s readiness in all respects to receive Bunkers (as defined below) at the agreed delivery location within the Delivery Period (as defined below).
     • “BDN” means Bunker Delivery Note or Bunker Delivery Receipt.
     • “Bunkers” means marine fuel oil, marine diesel oil and marine gas oil, or other product as stated in the Note of Confirmation to be delivered to a Vessel.
     • “Bunker Tanker” means bunker barge, or tanker, or tank truck supplying Bunkers to the Vessel
     • “Business Day”means a day (other than a Saturday or Sunday) on which banks are open for business in London, Singapore, Dubai, the Netherlands and New York;
     • “Buyers” means the company(ies) named in the Note of Confirmation buying the Bunkers from the Sellers on their own behalf under a Contract and shall include its employees, agents and designated representatives and the registered owner of the Vessel to which bunkers are being supplied, disponent owners of the Vessel to which bunkers are being supplied, its charterers and/or managers and/or operators and/or the buyer of the Vessel on whose behalf either expressly or impliedly the company(ies) named in the Note of Confirmation is acting;
     • “Contract” means, in respect of each supply of Bunkers by the Sellers, the Note of Confirmation, the GTC, the Supplier’s Terms and Conditions and any other documents referred to therein;
     • “Delivery Period” means the Vessel’s ETA/delivery window as stated in the Note of Confirmation;
     • “Due Date”means the day the payment shall be credited to the Sellers’ account, and the Sellers shall be entitled to receive interest from the same date;
     • “General Terms and Conditions” means these GeoServe bunker terms and conditions or GTC;
     • “Note of Confirmation” means the document provided by the Sellers (unless otherwise mutually agreed by the Parties) stating the agreement in respect of the supply of the Bunkers made between the Parties;
     • “Party” means either the Sellers or the Buyers, as applicable;
     • “Parties” means together the Sellers and the Buyers;
     • “Sellers” means: GeoServe Energy Transport FZCO, Unit No: 2502, Uptown Tower, Uptown Dubai, Dubai, United Arab Emirates, PO Box 38012; or GeoServe Fuel Trading LLC, P1 / Block 1, Saih Shuaib 2, Dubai Industrial City, Dubai, United Arab Emirates; or GeoServe Energy Transport Pte Ltd, 14-01 Cross Street Exchange, 18 Cross Street, Singapore, 048423, solely as identified in the Note of Confirmation; Any warranty, assurance, guarantee of performance or liability under the Contract shall only be related to the entity contracting to sell and deliver the Bunkers, and shall not extend to other entities;
     • “Supplier” means the party contracting to sell the Bunkers to the Sellers;
     • “Supplier’s Terms and Conditions” means the terms and conditions of the Supplier under which the Bunkers are sold to the Sellers (including their general terms and conditions and the BDN); and
     • “Vessel” means the vessel(s) nominated to take delivery, or which have taken delivery of the Bunkers by the Sellers to the Buyers.

2. Construction
   • The terms and conditions relating to risk, quantity, sampling, quality, method and time of delivery of the Bunkers supplied hereunder (including but not limited to provisions in respect of the Buyers’ delay and/or the Buyers’ cancellation), liquidated damages and other claims from the Supplier, force majeure and termination by default shall be as the Supplier’s Terms and Conditions.
   • Only where the Supplier’s Terms and Conditions do not address a particular issue or are not applicable for whatever reason, then these General Terms and Conditions shall apply.
   • All terms, conditions and warranties whether made by the Sellers, its employees, agents or persons otherwise instructed by the Sellers (other than those express warranties made by the Supplier’s Terms and Conditions) relating to the matters referred to in this Clause 2 are excluded.
     
     
3. Supplier’s Terms and Conditions
   • The Buyers may inspect the Supplier’s Terms and Conditions, under which the Bunkers supplied herein are sold and/or were sold and/or are supplied to the Sellers.
   • The Sellers shall provide a copy of the Supplier’s Terms and Conditions upon the Buyers’ written request delivered to the Sellers by post or e-mail according to Clause 24.
     
     
4. Pricing of Bunkers
   • The price of the Bunkers for each grade sold and/or supplied shall be in the amount per unit and currency stated in the Note of Confirmation. The delivery terms shall be as stated in the Note of Confirmation.
   • In the event the price is quoted in volume units, conversion to standard volume shall be calculated in accordance with the ISO-ASTM-API-IP petroleum measurement tables.
   • Any and all additional charges incurred by the Sellers, which are for the Buyers; account shall be specified in the Sellers’ quotation and in the Note of Confirmation and shall include but not be limited to:
     • Wharfage charges, barging charges, and other similar charges;
     • overtime, port dues or mooring charges;
     • taxes, duties, charges or other costs occurred in the country where the delivery takes place; and
     • any extra costs arising out of and/or incurred in connection with deliveries made on Saturdays, Sundays, public holidays and outside of normal working hours.
   • The Sellers’ price of the Bunkers shall be valid only if the Vessel arrives within the Delivery Period. If the Sellers agree to arrange the delivery of the Bunkers outside the Delivery Period, the Sellers shall be entitled (but is not required) to amend the price to take into account the prevailing market prices.
     
     
5. Delivery
   • Within the Delivery Period:
     • the Sellers shall deliver the Bunkers; and
     • the Buyers shall take delivery of the Bunkers, day and night, Sundays and holidays included, at the port or place of delivery, subject always to the custom of that port or place.
   • The Buyers, or their agents at the port or place of delivery, shall give the Sellers or their representatives at the port or place of delivery seventy-two (72) and forty-eight (48) hours approximate and twenty-four (24) hours definite notice of the Vessel’s arrival and the location and time at which delivery of the Bunkers is requested. If the Sellers agree to commence the delivery of the Bunkers at the time specified in the Buyers’ 24 hours’ notice, or the Parties agree to another time, the Sellers shall confirm this in writing to the Buyers (the “Confirmed Delivery Time“).
   • Providing that the time of Actual Readiness is within 6 (six) hours of the Confirmed Delivery Time, the Sellers shall commence delivery of the Bunkers within 6 (six) hours of either: (i) the Confirmed Delivery Time; or (ii) the time of Actual Readiness, whichever is later.
   • Where the time of Actual Readiness is not within 6 (six) hours of the Confirmed Delivery Time, the Sellers shall commence delivery within 12 (twelve) hours of either: (i) the Confirmed Delivery Time; or (ii) the time of Actual Readiness, whichever is later.
   • Where no Confirmed Delivery Time has been agreed, the Sellers shall commence delivery within 12 (twelve) hours of the Buyers’ time of Actual Readiness.
   • The Sellers shall:
     • be in possession of all permits required to comply with all relevant regulations pertaining to delivery of the Bunkers at the port or place of delivery; and
     • subject to local laws, render all necessary assistance which may be reasonably required to make connections and disconnections between the delivery hose(s) and the Vessel’s bunker manifold.
   • The Buyers shall be responsible for making all connections and disconnections between the delivery hose(s) and the Vessel’s bunker manifold and to ensure that the hose(s) are properly connected to the Vessel’s bunker manifold prior to the commencement of delivery.
   • The Buyers shall ensure that the Vessel is in possession of all certificates required to comply with all relevant regulations pertaining to delivery of the Bunkers at the port or place of delivery and that the Master of the Vessel or the Master’s authorized representative shall:
     • advise the Sellers in writing, prior to delivery, of the maximum allowable pumping rate and pressure and agree on communication and emergency shut-down procedures;
     • notify the Sellers in writing prior to delivery, of any special conditions, difficulties, peculiarities, deficiencies or defects in respect of and particular to the Vessel which might adversely affect the delivery of the Bunkers; and
     • provide a free side to receive the Bunkers and render all necessary assistance which may reasonably be required to moor or unmoor the Bunker Tanker, as applicable.

6. Specifications/Grades/Quality
   • The Buyers shall have the sole responsibility for the nomination of the specifications and grades of Bunkers fit for use by the Vessel.
   • The Sellers warrant that the Bunkers shall be of a homogeneous and stable nature and shall comply with the specifications and grades agreed between the Parties and stated in the Note of Confirmation.
     
     
7. Quantities/Measurements
   • Subject to the provisions of any applicable Supplier’s Terms and Conditions, Subclause 3 (Documentation) and Clause 13 (Claims) hereunder the quantities of Bunkers delivered shall be measured from the official gauge or manual sounding or meter of the Bunker Tanker effecting delivery, or in case of delivery ex-wharf, of the shore-meter or the like equipment.
   • The Sellers shall invite the Buyers or their representatives to witness the opening and closing gauge, or manual sounding or meter reading and the taking of bunker temperature of all bunker tanks on the Bunker Tanker and shall be given sufficient information and access to the official gauge or manual soundings or meter of the Bunker Tanker or shore-meter and relevant documentation to verify the volume delivered. The absence of the Buyers or their representatives shall not prejudice the validity of the measurement of the quantities of Bunkers delivered. In the event that local bunkering rules and regulations apply mandatorily, these shall take precedence over the provisions of Subclauses 1 and 7.2 (Quantities/Measurements).

8. Sampling
   • Subject to the provisions of any applicable Supplier’s Terms and Conditions, the Sellers shall invite the Buyers or their representatives to witness the sampling of Bunkers. During bunkering a primary sample shall be drawn at a point, to be mutually agreed between the Sellers and the Buyers or their respective representatives, closest to the Vessel’s bunker manifold and otherwise in accordance with the procedures set out in IMO Resolution MEPC.182(59) Guidelines for the Sampling of Fuel Oil for Determination of Compliance with MARPOL 73/78 Annex VI or any subsequent amendments thereto.
   • Each sample shall be thoroughly mixed and carefully divided into a minimum of five (5) identical samples and one sample of each grade of Bunkers shall be retained on board the Vessel for MARPOL purposes. The absence of the Buyers or their representatives shall not prejudice the validity of the samples taken. In the event that local bunkering rules and regulations apply mandatorily, these shall take precedence over the provisions of this Subclause 1 (Sampling).
   • The samples referred to in Subclause 1 (Sampling) shall be securely sealed and provided with labels showing the Vessel’s name, identity of delivery facility, product name, delivery date and place and point of sampling and seal number, authenticated with the Vessel’s stamp and signed by the Sellers’ representative and the Master of the Vessel or the Master’s authorized representative.
   • Two (2) samples shall be retained by the Sellers for minimum forty-five (45) days after delivery of the Bunkers to the Vessel or, on being requested in writing by the Buyers, for as long as the Buyers may reasonably require, and the other three (3) samples shall be retained on board the Vessel (one of which shall be for MARPOL purposes).
   • If the quantity is delivered by more than one Bunker Tanker, the sampling procedure shall be repeated as outlined in this Clause 8 (Sampling).
     
     
9. Documentation
   • Before commencement of delivery the Sellers shall present for written acknowledgement by the Master of the Vessel or the Master’s authorised representative, a bunker pre-delivery form or similar document, duly signed by the Sellers or their representative, which shall contain the quantities to be delivered and all information required, including, in particular, the values for: viscosity; density; Sulphur content; flash point; and delivery temperature. In addition, and if available, similar information shall be provided for vanadium; ash content; water content; and pour point. In the event that local bunkering rules and regulations apply mandatorily, these shall take precedence over the provisions of this Subclause 1 (Documentation).
   • Once the delivery is completed and quantities measured, a BDN shall be signed and stamped by the Master of the Vessel or the Master’s authorised representative, and returned to the Sellers, or their representative, as acknowledgement of the actual volume and the actual delivery temperature only and a duplicate copy shall be retained by the Master of the Vessel. This receipt shall contain the following minimum information which is warranted by the Sellers: delivered quantity in volume units.
   • In the event the Master of the Vessel or the Master’s authorised representative is not satisfied with the sampling, quantity or any other matter concerning the Bunkers or their delivery, the Master or the Master’s authorised representative shall on completion of delivery:
     • make appropriate remarks in the BDN detailing the complaints and/or referring to a separate letter of protest; or
     • if remarks in the BDN are not permitted, issue a separate letter of protest, receipt of either of which shall be acknowledged in writing by the Sellers’ representative.

10. Title
    • The Bunkers shall remain the Sellers’ property, and title to the Bunkers shall pass to the Buyers only upon the Sellers receiving payment in full of the invoice amount for the Bunkers delivered, pursuant to the terms of the payment in accordance with Clause 11 Until payment is made in full, on behalf of the Buyers and the Vessel, the Buyers agree that the Buyers is in possession of the Bunkers solely as a bailee for the Sellers, as the Sellers hold and/or retain the title to the Bunkers as purchase money security interest until payment in full being received into the Sellers’ designated bank account. In the event that the Sellers’ Bunkers are mixed with any other products (including but not limited to other Bunkers) on board the Vessel prior to payment being received in full, the title to the Bunkers shall remain/retain with the Sellers in an equivalent amount to the quantity of the Bunkers supplied.
    • Clause 1 above is without prejudice to any and all rights that the Sellers may have under the GTC and/ or the laws of the governing jurisdiction of the GTC against the Buyers or the Vessel in the event of non-payment, including but not limited to any rights to enforce a lien against the Vessel or to otherwise obtain security by arrest, attachment, detention and/or seizure of the Buyers’ vessels or other assets.
      
      
11. Payment
    • The Buyers shall pay for the Bunkers promptly with the value date not later than the Due Date or, if otherwise agreed, within the number of days mentioned in the Note of Confirmation, but always within 30 (thirty) days after the completion of delivery
    • Payment shall be made in full, without set-off, counterclaim, deduction and/or discount, and free of bank charges.
    • If the payment has been made in advance before delivery, the same shall be adjusted on the basis of the actual quantities of the Bunkers supplied. Any additional payment amount or refund shall be made promptly on completion of the delivery. The Buyers shall make the payment in full without any set-off, deduction, counterclaim and/or discount. Any and all bank charges or expenses are on the Buyers’ account.
    • The Buyers shall be deemed to have made the payment on the date the payment amount is credited to the Sellers’ designated bank account.
    • If the Due Date of the invoice falls on a non-Business Day, then the payment shall be made on or before the Business Day nearest to the Due Date. If the preceding and succeeding Business Day is equally near to the Due Date, then the payment shall be made on or before the preceding Business Day.
    • Payment for delivery under the Contract shall satisfy sums owed to the Sellers in the following order: (1) interest; (2) legal and enforcement costs; and (3) invoices from the oldest to the newest.
    • Any delay in payment and/or refund shall entitle either Party to interest at the rate of two per cent (2%) per month pro rata. Such default interest shall be compounded on a monthly basis for the entire period the amounts remain outstanding.
    • In the event of the Buyers’ non-payment of amounts and/or invoices, the Sellers reserve the right to pursue any such legal remedies and/or action as may be available to the Sellers to recover the amount owed and/or outstanding.
    • If the Sellers receive an insufficient payment and/or payment in part of the total amount due and payable (including but not limited to amounts due under the GTC and/or under any invoices) by the Buyers, the Sellers shall apply and/or adjust and/or set off that payment in settlement of the Buyers’ obligations in the order and/or manner determined by the Sellers at its absolute discretion.
    • In case the Buyers’ credit is deemed by the Sellers to be unsatisfactory or impaired, the Sellers may (without prejudice to its other rights) at its option require the Buyers to either pay cash before delivery, or to provide satisfactory security to the Sellers. If the Buyers fail to comply with the Sellers’ requirement, the Sellers shall have no obligation whatsoever to make delivery or supply the Bunkers and may terminate the Contract by giving notice to the Buyers to this effect.
    • Notwithstanding any agreement to the contrary, payment for any amounts due (whether yet payable or not) under the Contract (or any other contract between the Buyers and the Sellers) will become due immediately and in the event of:
      • bankruptcy, liquidation or suspension of payment or comparable situation of the Buyers; or
      • any other situation, which in the reasonable discretion of the Sellers is deemed to affect adversely the financial position of the Buyers, the Sellers shall have the option to:
        • demand that the Buyers comply with their obligations under the Contract; and/or
        • demand adequate security; and/or
        • suspend any pending deliveries; and/or
        • suspend any pending deliveries; and/or
        • terminate the Contract.

12. Collection
    • The Bunkers deliveries are made not only on the Buyers’ credit, but also on the faith and credit of the Vessel, its registered owners, disponent owners, charterers (including but not limited to bareboat charterers, time charterers and voyage charterers) and managers, which use the Bunkers. The Parties hereby agree that the Sellers have and may assert a lien against such Vessel corresponding to the amount/value of the Bunkers supplied.
    • Additionally, the Sellers will have and may assert a lien for the said amount/value against such Vessel, should the laws applicable at the Sellers’ place of address which is set forth in the end and/or at the place of delivery of the Bunkers and/or the place of arrest, detention, attachment, seizure of such Vessel, grants or recognise a lien for Bunkers delivered to the Vessel.
    • Any and all lawyers’, attorneys’, counsels’ fees, costs and expenses associated with arrest, detention, attachment, seizure of the Vessel and the Bunkers and their sale shall be for the Buyers’ account. Any additional security measures or relief taken by the Sellers shall not operate or be considered as a waiver of this provision in any manner whatsoever.
    • In case the price provided under the Contract does not, at any time, conform to the applicable laws, regulations, rules, directives or orders of a government or other competent authority, appropriate price adjustments will be made.
    • For the avoidance of doubt, the Buyers shall not be entitled to cancel the effect of the lien by inserting, writing, marking or stamping in any manner whatsoever any wordings regarding the BDN or otherwise.
      
      
13. Claims
    • Quantity Claims:
      • Any claim as to the quantity of the Bunkers delivered must be presented by the Buyers in writing to the Sellers in accordance with the Supplier’s Terms and Conditions.
      • If the Supplier’s Terms and Conditions do not contain any time period limits in relation to quantity claims, either in the terms of notice and/or provision of full supporting documentation, any claim as to the quantity of the Bunkers delivered must be presented by the Buyers in writing to the Sellers within twenty-four (24) hours from the time of delivery.
      • The Sellers shall have the right to charge the Buyers for all proven additional expenses incurred by the Sellers in connection with the Buyers’ failure to take delivery of the full quantity of the Bunkers ordered by the Buyers (with an operational tolerance of +/- two (2) per cent).
    • Quality Claims:
      • Any claim as to the quality of the Bunkers delivered must be presented by the Buyers in writing to the Sellers within five (5) days prior to the relevant time period limit for presenting such claim under the Supplier’s Terms and Conditions.
      • If the Supplier’s Terms and Conditions do not contain any time period limits in relation to quality claims, either in the terms of notice and/or provision of full supporting documentation, any claim as to the quality of the Bunkers delivered must be presented by the Buyers in writing to the Sellers within fifteen (15) days from the date of delivery.
      • In the event the Supplier’s Terms and Conditions do not contain any time limits with respect to providing full supporting information or documentation in respect of any claim, then the Buyers must, if requested, provide full supporting information or documentation within fifteen (15) days (from the date of such request) in respect of a claim as to the quantity of the Bunkers or within thirty (30) days (from the date of request) in respect of a claim as to the quality of the Bunkers.

• • Time Bars:
    • If the Buyers fail to present a quantity or quality claim or if the Buyers fail to provide satisfactory documentary evidence or relevant information to support a claim within the relevant time period limits set out in this Clause 13, the Buyers shall be deemed to have waived and by this Clause 13 shall be forever barred from commencing any proceedings for such claim for damages and/or loss and/or costs of whatsoever nature and howsoever caused against the Sellers.
    • Any claims against the Sellers under the Contract (and if such claims related to quality or quantity of the Bunkers, provided these claims have been initially notified to the Sellers by the Buyers and the Buyers have provided the documentary evidence required to support any claim within the time bars noted above, failing which such quality or quantity claims are in any case waived and barred in accordance with the above) shall, unless otherwise stated in the Supplier’s Terms and Conditions, be commenced by the Buyers in the relevant jurisdiction within ninety (90) days after the date of delivery of the Bunkers (or the date that delivery should have been made if the delivery was never made), failing which the Buyers shall be deemed to have waived and by this Clause 13 shall be forever barred from commencing any proceedings for such claim for damages and/or loss and/or costs of whatsoever nature and howsoever caused against the Sellers.

14. Liability
    • The Sellers shall not be liable for any costs, damages and/or expenses of whatsoever nature, including but not limited to consequential damages, any damages to the Vessel or her parts, equipment or machinery and delay of delivery of the Bunkers, no matter whether such damages or delay has been caused by fault or negligence of the Sellers. In addition, the Sellers shall not be liable for damages or delays as described above when such damages or delay has been caused by the fault or negligence of its personnel, representatives, agents or sub-contractors.
    • The Sellers’ liability for a specific stem under a Contract which is not excluded pursuant to Clause 1 above shall under no circumstances exceed the lower of:
      • the price for the Bunkers in respect of such stem; and
      • United States Dollars Two Hundred and Fifty Thousand (USD 250,000.00).
    • The Sellers’ liability for any alleged damage to the Vessel shall be strictly limited to repairing the damage or loss that was directly and solely caused by the negligence of the Sellers and/or any alleged defect in the Bunkers provided that where the repair requires replacement of a part of the Vessel, the Sellers’ liability for damage or loss shall be reduced by twenty per cent (20%) of the invoice value of the spare parts for each year or fraction thereof in which the replaced part has been in use.
    • Without prejudice to Clauses 1, 14.2 and 14.3 above, the Buyers shall take all reasonable steps/actions to mitigate any costs and/or losses from off-specification or suspected off-specification of the Bunkers, (provided the sampling of the Bunkers in accordance with the Supplier’s Terms and Conditions shows that no damage will likely be caused to the Vessel by burning the Bunkers, notwithstanding any off-specification of the Bunkers) including but not limited to:
      • burning the Bunkers in accordance with the Sellers’ instructions; or
      • retaining the Bunkers on board the Vessel pending the Sellers’ further instructions.
    • Without prejudice to Clauses 1, 14.2, 14.3 and 14.4 above, the Sellers shall, if it considers it appropriate, have the right and the option to arrange for a de-bunkering operation in respect of:
      • any off-specification; or
      • any suspected off-specification regarding the Bunkers on board a Vessel; provided always that the costs and expenses associated with any de-bunkering of the Bunkers from a Vessel performed without the Sellers’ prior written consent shall solely be for the Buyers’ account.

• The Buyers shall be liable towards the Sellers and herewith undertakes to fully indemnify the Sellers for any and all damages and/or costs (including but not limited to lawyers’, attorneys’ and counsels’ fees) suffered or otherwise incurred by the Sellers due to a breach of Contract and/or fault or neglect of the Buyers, their agents, servants, sub-contractors, representatives, employees and the officers, crews and/or other people whether or not onboard of the respective Vessel(s). The Buyers furthermore undertake to hold the Sellers harmless in case any third-party institutes a claim, demand, suit, action or legal proceeding of whatever kind against the Sellers with direct or indirect relation to any agreement regulated by the GTC. Third-party shall mean any person/company other than the Buyers.
• The Sellers’ agent or servant (including independent employees, sub-contractors, sub-agents from time to time employed by the Sellers) shall not be liable to the Buyers for any loss, damage, costs or delay, while acting in the course of or in connection with its employment and/or agency for the Sellers. Without prejudice to the above-mentioned exemption, limitation, condition and liberty herein contained, and each and every right, exemption from liability, defense or immunity of whatever nature applicable to the Sellers or to which they are entitled hereunder shall also be available and shall extend to protect every such employee, representative or agent of the Sellers acting as aforesaid.

15. Bunkers supplied to newbuild Vessels:
    • This Clause 15 shall apply to Bunkers being supplied to a newbuild Vessel delivered from the shipbuilder’s shipyard.
    • The Parties acknowledge and agree that:
      • the Vessel soundings shall not be used/considered for quantity surveys for determining the Bunkers quantity supplied by the Sellers;
      • whether or not the Vessel has previously loaded/taken bunkers to complete its sea trials, quantity shortages may occur if the Vessel’s fuel tanks are measured for quantity and compared to barge supplied figures; and
      • for determining the quantity of Bunkers, the barge figures, i.e. barge figures before and after, or, shore tank before and shore tank after, ullage or innage figures, using the barge or shore tank ullage or innage tables, (dependent upon the type of delivery) shall be used and not the Vessel’s tank soundings.
    • The Buyers may elect, to appoint the Vessels’ crew, staff or any independent inspector or surveyor, at its own time, expense and costs, to attend or witness barge or shore tank soundings (dependent upon the type of delivery), before and after the delivery, to accurately verify the quantity of Bunkers supplied by the Sellers.
    • The Buyers shall advise the Vessel’s crew/staff and/or any independent inspector or surveyor of the GTC.
      
      
16. Priority of Documents

• If there is any inconsistency or conflict between the provisions/terms of any of the documents forming the Contract, the following order of priority shall be applied:

1. 1. the Note of Confirmation;
   2. the Supplier’s Terms and Conditions
   3. the GTC; and
   4. any other document.

• Any amendment, supplement and/or modification of the GTC or the Contract shall be binding only if such amendment, supplement and/or modification is expressly agreed in writing by the Parties.

17. Force Majeure
    • Neither Party shall be liable for any loss, damage or delay due to any of the following force majeure events and/or conditions at the port of delivery which could not reasonably be foreseen at the time of entering into the Contract or guarded against to the extent the Party invoking force majeure is prevented or hindered from performing any or all of their obligations under the Contract, provided they have made all reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions:
    • acts of God;
    • any Government requisition, control, intervention, requirement or interference; any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof;
    • riots, civil commotion, blockades or embargoes;
    • epidemics, pandemics;
    • earthquakes, landslides, floods or other extraordinary weather conditions;
    • strikes, lockouts or other industrial action, unless limited to the employees of the Party seeking to invoke force majeure;
    • fire, accident, explosion – except where caused by negligence of the Party seeking to invoke force majeure;
    • any other similar cause beyond the reasonable control of either Party. The Party seeking to invoke force majeure shall notify the other Party in writing within two (2) Days of the occurrence of any such event/condition.
      
      
18. Termination
    Without prejudice to accrued rights hereunder, either Party hereto shall be entitled to terminate the Contract in the event of:

• any application being made or any proceedings being commenced, or any order or judgment being given by any court, for
  • the winding up, dissolution, liquidation or bankruptcy of either Party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver or administrator is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors; or
  • the appointment of a receiver, liquidator, trustee, administrator, administrative receiver or similar functionary of the other Party of all or a substantial part of its assets (otherwise than for the purpose of a reconstruction or amalgamation); or
• any act being done or event occurring which, under the applicable law thereof, has a substantially similar effect to any of the said acts or events described above; or
• either Party is in breach of the provisions of Clause 21 (Sanctions Compliance Clause) (if applicable); or
• either Party is in breach of any material provision under the Contract; or
• if a force majeure event as defined in Clause 17 (Force Majeure) prevents or hinders the performance of the Contract for a period exceeding ten (10) consecutive days from the time at which the impediment begins to prevent performance if notice is given without delay or, if notice is not given without delay, from the time at which notice thereof reaches the other Party.

19. Pollution
    • In the event of any spillage (which for the purpose of this Clause shall mean any leakage, escape, spillage or overflow of the Bunkers) causing or likely to cause pollution occurring at any stage of the bunkering operation, the Buyers and the Sellers shall jointly, and regardless as to whether the Buyers or the Sellers are responsible, immediately take such actions as are reasonably necessary to effect clean up and which shall always be conducted in accordance with such local laws and regulations which may compulsorily apply.
    • Where it is a compulsory requirement of the law of the port or place of delivery of the Bunkers that the Sellers shall have in place their own oil spill contingency plans, the Sellers shall ensure that they have in place valid oil spill contingency plans.
    • Each Party hereby guarantees payment of and/or agrees to indemnify and hold the other Party harmless for any claims, losses, damages, expenses, penalties or other liabilities incurred (including but not limited to those incurred under any state, national or international oil pollution legislation), as a result of any spillage arising out of or in connection with the performance of the Contract where such spillage is caused or contributed to by that Party. To the extent that such spillage is caused or contributed to by any fault on the part of both Parties, each Party shall indemnify the other Party for its respective degree of fault.
    • The Sellers shall use their best endeavours to ensure that the owners of the Bunker Tanker are fully insured for oil spill liabilities as required by statutory rules or regulations. If such coverage or insurance is not obtained by the owners of the Bunker Tanker, it shall be the sole responsibility of the Sellers to establish such coverage for their account. Proof and conditions of such coverage, whether established by the Bunkers supplying company or by the Sellers shall be made available to the Buyers at their request, as soon as practically possible.
      
      
20. Anti-Corruption Clause
    • The Parties agree that in connection with the performance of any Contract they shall each:
      • comply at all times with all applicable anti-corruption legislation and have procedures in place that are, to the best of its knowledge and belief, designed to prevent the commission of any offence under such legislation by any member of its organisation or by any person providing services for it or on its behalf; and
      • make and keep books, records, and accounts which in reasonable detail accurately and fairly reflect the transactions in connection with any Contract.
    • If a demand for payment, goods or any other thing of value (“Demand”) is made to either Party by any official, any contractor or sub-contractor engaged by or acting on behalf of either Party or any other person not employed by either Party and it appears that meeting such Demand would breach any applicable anticorruption legislation, then the Party receiving the Demand shall notify the other Party as soon as practicable and the Parties shall cooperate in taking reasonable steps to resist the Demand.
    • If either Party fails to comply with any applicable anti-corruption legislation it shall defend and indemnify the other Party against any fine, penalty, liability, loss or damage and for any related costs (including, without limitation, court costs and legal fees) arising from such breach.
    • Without prejudice to any of its other rights under any Contract, either party may terminate a Contract without incurring any liability to the other Party if:
      • at any time the other Party or any member of its organisation has committed a breach of any applicable anti-corruption legislation in connection with any Contract; and
      • such breach causes the non-breaching Party to be in breach of any applicable anti-corruption legislation.
        
        Any such right to terminate must be exercised without undue delay.

• • Each Party represents and warrants that in connection with the negotiation of any Contract neither it nor any member of its organisation has committed any breach of applicable anti-corruption legislation. Breach of this Subclause 5 (Anti-Corruption Clause) shall entitle the other Party to terminate a Contract without incurring any liability to the other.

21. Sanctions
    • The Buyers represent, warrant and guarantee to the Sellers that it shall be in conformity with and shall not be prohibited by any sanction, regulation, statute, official embargo measures or any “specially designated nationals” or “blocked persons” lists (each a “Sanctions Blacklist”), or any equivalent lists maintained and imposed by the relevant bodies and organisations of, the United Kingdom, the European Union, United States of America and/or the United Nations and/or any other jurisdiction applicable to the Sellers, the Buyers, a Supplier or a party to the GTC (collectively the “Sanctions”) and of all other relevant laws, rules, regulations, statute, orders applicable to the Buyers relating to money laundering, bribery, export controls, trade controls, embargoes or international boycotts, including but not limited to those in relation to the trading and transportation of cargoes emanating from Iran, Venezuela and those in relation to dealings with blacklisted entities (the “Applicable Laws”).
    • The Sellers shall not be required or obliged to do or undertake or omit to do any action under this Contract which, in the Sellers’ reasonable judgement, will expose the Sellers or their insurers, re-insurers, financial institutions, lenders, guarantors, agents, banks or persons or entities acting under the Sellers’ instructions to any breach of Sanctions or of any Applicable Laws.
    • The Buyers further represent, warrant and guarantee to the Sellers that neither the Buyers nor their receivers, consignees, owners, managers, agents and anyone else in the charter chain;
      • is listed on any Sanctions Blacklist;
      • contracts with any entity appearing on any Sanctions Blacklist;
      • owns or transports any cargo subject to the Applicable Laws or any Sanctions;
      • is facilitating trade subject to any Sanctions or Applicable Laws in any way; and
      • is not otherwise in compliance with all Applicable Laws,((21.3.1) – (21.3.5) collectively the “Sanctions Policy”).

• The Buyers further represent, warrant and guarantee to the Sellers that the Buyers conduct/carry out due diligence on each and every transaction/relationship that the Buyers conduct/enter into, to ensure compliance with the Sanctions Policy, and all applicable regulations.
• Notwithstanding the above due diligence, if at any time during the performance of a transaction the Buyer becomes aware that it is or may with the lapse of time be in breach or suspected breach of the Sanctions Policy, the Buyers undertake to immediately notify the Sellers regarding the same.
• The Buyers agree to be liable and to fully indemnify the Sellers for any and all losses and/or claims and/or damages and/or costs and/or fines and/or penalty whatsoever arising from such breach by the Buyers including to indemnify the Buyers for any and all costs incurred in relation to defending or in any way participating in investigations or actions arising out of all losses and/or claims and/or damages and/or costs and/or fines and/or penalty.
• If at any time the Buyers breach the Sanctions Policy (or in any other way put the Sellers in breach of Sanctions or the Applicable Laws), the Sellers shall have the right and the option to terminate or suspend in full or in part any transaction or service entered into with the Buyers. Such unilateral full or partial termination or suspension shall not give rise to any liability, compensation or indemnity of any kind on behalf of the Sellers. In particular, without limiting the generality of the foregoing, the Sellers shall be at liberty to withhold, reduce or suspend deliveries under the Contract to such extent as the Sellers may in their absolute discretion think fit and the Sellers shall not be bound to acquire by purchase or otherwise additional quantities from other suppliers.
• Any additional quantities which the Sellers do acquire from other suppliers or from alternative sources may be used by the Sellers at their complete discretion and need not to be taken into account by the Sellers for the purpose of determining the extent to which it is to withhold, reduce or suspend deliveries under the Contract.
• The Buyers shall be free to purchase from other suppliers any deficiencies of deliveries of the Bunkers caused by the operation of this Clause 21, but the Sellers shall not be responsible for any additional cost thereby incurred by the Buyers. The Sellers reserve the right to increase the price charged for any Bunkers if there is any increase in the costs incurred or to be incurred by the Sellers as a result of acquiring by purchase or otherwise additional quantities of Bunkers from other suppliers in order to avoid exposure to any Applicable Laws or Sanctions.

22. Indemnity
    • Without prejudice to any other claims arising hereunder or in connection herewith and notwithstanding the provisions of Clause 13 (Claims), if loss is suffered or a liability is incurred by either Party hereto as a direct result of compliance with directions given by the other Party, during or for the purposes of the Parties’ obligations hereunder, then the injured party is to be indemnified by the other in respect of such loss or liability; unless such loss or liability arises due to a negligent act or omission by the Party incurring the loss or liability.
    • Where claims arise under Clause 13 (Claims) and Subclause 1 (Indemnity), compensation payable in accordance with Clause 13 (Claims) shall be taken into account in assessing sums payable under Subclause 22.1 (Indemnity).
      
      
23. Law and Jurisdiction
    • The Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with the Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
    • The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
    • The reference shall be to three arbitrators. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party requiring the other Party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other Party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the Party referring a dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of the sole arbitrator shall be binding on both Parties as if the arbitrator had been appointed by agreement.
    • Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
    • In cases where neither the claim nor any counterclaim exceeds the sum of United States Dollars Two Hundred Thousand (USD 200,000) (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
    • In cases where the claim or any counterclaim exceeds the sum agreed for the LMAA Small Claims Procedure and neither the claim nor any counterclaim exceeds the sum of United States Dollars Four Hundred Thousand (USD 400,000) (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure current at the time when the arbitration proceedings are commenced.
    • Nothing in this Clause 23 shall prevent the Sellers from taking proceedings relating to a dispute under this Contract in any other courts with jurisdiction. To the extent allowed by law, the Seller may take concurrent proceedings in any number of jurisdictions.
      
      
24. Notices
    • Any and all communications relating to a claim or proceedings under this Contract shall be made in English, in writing by e-mail, certified mail, certified international mail, Federal Express, or DHL courier service, and the Parties irrevocably waive their right to personal service.
    • The address and e-mail address of each Party for any communication under Clause 1 above is:
      • for the Seller (as identified in the Note of Confirmation):
        • GeoServe Energy Transport FZCO,
        • address: Unit No: 2502, Uptown Tower, Plot No: DMCC-UD-T2, Uptown Dubai, Dubai, UAE
        • e-mail: fuels@geoserves.com; or
          
          
        • GeoServe Fuel Trading LLC,
        • address: P1 / Block 1, Saih Shuaib 2, Dubai Industrial City, Dubai, UAE
        • e-mail: fuels@geoserves.com; or
          
          
        • GeoServe Energy Transport Pte Ltd,
        • address: 14-01 Cross Street Exchange, 18 Cross Street, Singapore, 048423
        • e-mail: fuels@geoserves.com
          and

• • • for the Buyers:
      its registered office address and/or any e-mail address to which Note of Confirmation was sent or any other e-mail address of an actual or ostensible representative of the Buyers, or (in each case) any other address or functioning e-mail address a party may notify for these purposes to the other before the date of this Contract or otherwise by not less than five (5) Business Days’ notice.

• • A communication under this Contract by a Party shall be deemed to be made or delivered, if by:
    • letter, when the letter is left at the other Party’s address or, if earlier, on the third Business Day after the letter is sent by a post and/or deposited in the post or with the courier, postage prepaid and addressed to that Party; or
    • e-mail, when actually received in readable form. An email transmitted after 5:30 p.m. or before 9.30 a.m. on a Business Day and an email transmitted on a non-Business Day shall be deemed to be given at 9.30 a.m. on the following Business Day. A reference in this Clause 3 to a time of day shall mean London time.

25. Confidentiality
    • Neither Party shall disclose to third parties any confidential information relating to pre-contractual discussions and/or the terms and conditions of the Contract, except with the prior written consent of the other Party, which shall not be unreasonably withheld, or to the extent required by law, or by a request of a government or its agency thereof.
    • The Parties shall take reasonable precautions to ensure that no unauthorised disclosure of confidential information takes place.
    • If a Party is uncertain as to whether information is confidential, the Sellers or the Buyers (as the case may be) shall consult with the other Party.
    • Should either Party be required by law to disclose confidential information, the disclosing Party will, where permitted, notify the other Party and shall disclose only the minimum confidential information required to satisfy legal requirements.
      • Information is not confidential for the purposes of this Clause if it was in the possession of the Party prior to receipt from the other Party; becomes publicly available other than as a result of a breach of the Contract by one of the Parties; or is lawfully received from a third party. This Clause shall survive termination of the Contract.

26. Third Party Rights
    No third parties may enforce any term of the Contract.

27. Assignment
    The Buyer shall not assign any of their rights under the Contract without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed.

28. Partial Validity
    If any provision of the Contract is or becomes or is held to be illegal, invalid or unenforceable in any respect under any law or jurisdiction, the provision shall be deemed to be amended to the extent necessary to avoid such illegality, invalidity or unenforceability, or, if such amendment is not possible, the provision shall be deemed to be deleted from the Contract to the extent of such illegality, invalidity or unenforceability, and the remaining provisions shall continue in full force and effect and shall not in any way be affected or impaired thereby.

29. Entire Agreement and Priority of Terms
    • The written terms of the Contract comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Bunkers and supersede all previous agreements whether oral or written between the Parties in relation thereto. No amendments to a Contract may be made unless agreed by both Parties in writing.
    • Each of the Parties acknowledges that in entering into the Contract it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in the Contract.
    • Any terms implied into the Contract by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud by any Party to the Contract.
      
      
30. General
    • Any failure to exercise, nor any delay in exercising, any right, power or remedy under a Contract or by law shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.
    • Words used in the GTC shall bear their natural meaning. The Parties had the opportunity of obtaining legal advice and accordingly, no clause shall be construed contra proferentem.
    • If, at any time, any provision of the GTC is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither:
      • the legality, validity or enforceability of the remaining provisions; nor
      • the legality, validity or enforceability of that provision under the law of any other jurisdiction will in any way be affected or impaired.
    • Except as expressly stated otherwise in a Contract, the rights of a Party under a Contract are cumulative and in addition to any of the other rights of that Party.