JUDGEBUCHWALD

07 CV 352

07 Civ.

VERIFIED COMPLAINT

Michael J. Frevola (MJF 8359)

Marisa Marinelli (MAM 3712)

HOLLAND & KNIGHT LLP

195 Broadway

New York, NY 10007-3189

(212)513-3200

ATTORNEYS FOR PLAINTIFF

GUNVOR INTERNATIONAL LTD.

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

GUNVOR INTERNATIONAL LTD

Plaintiff,

-againstPETROEAST SINGAPORE PTE. LTD.,

Defendant.

Plaintiff, Gunvor International Ltd., ("Gunvor"), by and through its^attoTrneys, Holland &

Knight LLP, for its verified complaint against Petroeast Singapore PTE Ltd. ("Petroeast"),

alleges upon information and belief as follows:

1. This is a case of admiralty and maritime jurisdiction as hereinafter more fully

appears and is a maritime claim within the meaning of Rule 9(h) of the Federal Rules of Civil

Procedure.

2. At all times material herein, plaintiff Gunvor was and is a business entity

organized and existing under the laws of the British Virgin Islands, with a branch registered in

Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 1 of 13
Geneva, Switzerland and maintains a place of business at 14, Quai General Guisan, 1204,

Geneva, Switzerland.

3. Upon information and belief, at all times material herein, defendant Petroeast was

and is a business entity organized and existing under the laws of Singapore, with a principal

place of business located at 7 Temasek Boulevard#33-08 Suntec Tower One, Singapore 038987.

4. On or about November 23, 2005, Gunvor and Petroeast entered into a contract for

the sale and delivery of approximately 75,000 metric tons of Russian grade fuel oil, as normally

exported from the Baltic (the "Contract"). The Contract was concluded between the Parties'

respective brokers by telephone on 23 November, following Gunvor's broker sending a "firm

offer" to Petroeast's broker the day before. Once the Contract was concluded, Gunvor's brokers

forwarded to Petroeast's broker the contract confirmation annex as Exhibit 1.

5. Under the terms of the Contract, Gunvor was to sell, transport via tanker vessel,

and deliver the fuel oil to Petroeast via a ship-to-snip delivery and transfer at Karimun Island,

Indonesia, during the period December 15-30, 2005 (both dates included). The period for

delivery was narrowed by Gunvor to 18-20 December 2005 (both dates included) in accordance

with the Contract.

6. The FOB STS sale and delivery term agreed by the Parties to the Contract

required Gunvor and Petroeast each to charter in vessels. In particular, the FOB term, as defined

by Incoterms 2000, requires that a seller such as Gunvor deliver to a vessel:

[T]he seller delivers when the goods pass the ship's rail at the named port of

shipment. This means that that the buyer has to bear all costs and risks of loss of

or damage to the goods from that point This term can be used only for sea

or inland waterway transport. If the parties do not intend to deliver the goods

across the ship's rail, the FCA term should be used.

Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 2 of 13
Incoterms 2000 (ICC January 1, 2000). In this case, the FOB delivery was to be made to a ship

chartered and/or owned by Petroeast, from a ship chartered by Gunvor, as the STS portion of the

term required Petroeast to take delivery via a ship-to-ship transfer. Further, and pursuant to the

Contract, all quality and quantity measurements, testing and inspection were to be done on board

the delivering and receiving vessels.

7. Under the terms of the Contract, disputes between Gunvor and Petroeast are to be

submitted to the jurisdiction of the English High Court pursuant to English law.

8. Petroeast breached the Contract by failing to open its letter of credit no later than

December 8, 2005. On December 14, 2005, Petroeast still had not opened its letter of credit.

Rather, it sent a message to Gunvor denying the existence of the Contract and refusing to be

bound by the Contract. Petroeast's actions constituted a repudiatory breach of the Contract. On

December 16, 2005, Gunvor accepted Petroeast's repudiatory breach and the Contract came to an

end.

9. As a result of Petroeast's breach of the Contract, Gunvor was compelled to resell

the fuel oil that was scheduled to be delivered to Petroeast. Gunvor's damages arising from

Petroeast's breach of the Contract - including but not limited to the difference in sale price by

way of mitigation, the cost of replacement tonnage to carry the cargo and the consequent freight

charge, and the cost to Gunvor of the delayed receipt of the price of the cargo in the mitigation

sale - presently is quantified as US$3,335,434.05.

10. Under English law, Gunvor also is entitled to receive its interest, expenses and

reasonable attorneys' fees for prosecuting its claims to completion, which amount is estimated to

be $1,800,504.17, as set forth below:

Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 3 of 13
Interest: US$ 800,504.17 (US$3,335,434.05 x 0.08/year x 3 years)

Attorneys' Fees/Expenses: US$ 1.000.000.00

Total: US$1,800,504.17

11. Gunvor presently is pursuing a claim in the High Court in London against

Petroeast in respect of Petroeast's breach of the Contract. Gunvor's claim was issued on July 7,

2006. The Parties' respective cases have now been pleaded, disclosure has been given and a trial

date is fixed for February 25, 2008.

12. Petroeast is not found within the Southern District of New York but does have

assets, good or chattels within the jurisdiction, to wit: funds or accounts held in the name (or

names) of Petroeast Singapore PTE Ltd., with, upon information and belief, the following

financial institutions: Bank of America, N.A.; The Bank of New York; Citibank, N.A.; Deutsche

Bank Trust Company Americas; HSBC Bank USA, N.A.; JPMorgan Chase Bank, N.A.; UBS

AG; Wachovia Bank, N.A.; Societe Generale; Standard Chartered Bank; BNP Paribas; Calyon

Investment Bank; American Express Bank; Commerzbank; ABN Amro Bank; Bank Leumi

USA; Fortis Financial Groups; Banco Popular; Bank of Tokyo-Mitsubishi UFJ Ltd.; China Trust

Bank; Great Eastern Bank; Industrial Bank of Korea; Nara Bank; Shin Han Bank; United Orient

Bank or any other financial institution within the Southern District of New York.

13. While all disputes arising out of the Contract are to be submitted to the High

Court in England, the action herein is submitted in accordance with Rule B of the Supplemental

Rules of Certain Admiralty and Maritime Claims of the Federal Rules of Civil Procedure.

Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 4 of 13
WHEREFORE, Gunvor demands judgment as follows:

1. That process in due form of law according to the practice of this Court in the form

of a writ of maritime attachment be issued against bank accounts and other property of Petroeast

Singapore PTE Ltd. with the financial institutions noted above in paragraph 12;

2. That Petroeast Singapore PTE Ltd. and any other person claiming an interest

therein may be cited to appear and answer the matters aforesaid;

3. That judgment be entered in favor of Gunvor International Ltd. and against

Petroeast Singapore PTE Ltd. in the amount of US$5,135,938.22 (including interest, expenses

and attorneys' fees); and,

4. That this Court grant Gunvor International Ltd., such other and further relief

which it may deem just and proper.

Dated: New York, New York

May 2, 2007

By:

HOLLAND & KNIGHT^LLP

Michael J. Frevola (MJF 8359)

Marisa Marinelli (MAM 3714)

195 Broadway

New York, NY 10007-3189

Tel: (212)513-3200

Fax: (212) 385-9010

Attorneys for Plaintiff'

Gunvor International Ltd.

Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 5 of 13
VERIFICATION

STATE OF NEW YORK

COUNTY OF NEW YORK )

MICHAEL J. FREVOLA, being duly sworn, deposes and says:

I am a member of the firm of Holland & Knight LLP, counsel for Gunvor International

Ltd. ("Gunvor"), plaintiff in the foregoing action. I have read the foregoing Verified Complaint

and know the contents thereof, and the same are true and correct to the best of my knowledge. I

have reviewed documentation provided to me by Gunvor and corresponded with Gunvor's

representatives regarding this matter. I am authorized by Gunvor to make this verification, and

the reason for my making it as opposed to an officer or director of Gunvor is that there are none

within the jurisdiction of this Honorable Court.

Michael J. Frevola (MJF 8359)

Sworn to before me this

nd

2

n

 day of May, 2007

>*'' *^

RUDY D. GREEN

Notary Public, State of New York

No. 026R4052723

Qualified in Queens County

Certificate Filed in New York County

Commission Expires February 26,2010

Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 6 of 13
EXHIBIT 1

Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 7 of 13
"age 1

Soh Seok Wah

From: Sandrine (Azur Broking) [camilleri@azurbroking.com]

Sent: 23 November 2005 21:51

To: PETROEAST; zhangjianwei@petroeast.com.sg

Cc: stan.fjller@atlanticenergy.uk.com

Subject: CONTRACT GUNVOR/PETROEAST - APPROX 75,000 MT - DES STS KARIMUN -15/30

DECEMBER 2005-

Importance: High

23RD NOVEMBER, 2005

TO: GUNVOR INTERNATIONAL LTD / ATTN DORON ROLNIK

ETIENNE CHAPELLE

MARCO ARDUINI

TO: PETROEAST SINGAPORE PTE LTD

FROM: AZUR BROKING

OUR REF: AB 371

AZUR BROKING SARL, AS BROKERS ONLY, ARE HAPPY TO CONFIRM FOLLOWING

NEW TRANSACTION AS PER TERMS AND CONDITIONS BELOW:

SELLER

GUNVOR INTERNATIONAL LTD., TORTOLA,

GENEVA BRANCH

63, RUE DU RHONE,

2ND FLOOR, 1204,

GENEVA.

SWITZERLAND

OPERATIONAL CONTACT:

GUNVOR INTERNATIONAL LTD.

NATALIA BULDAKOVA - NATALIA BOROVIK - IVAR KOOL

EMAIL: FUELOPS@TARCONA.EE

SWITCHBOARD: + 372 6110 400

FAX:+ 372 6110 401

TLX: (053)7173013

COPY TO:

DORON ROLNIK / HANNA MEREI

EMAIL: DORON@TARCONA.EE / HANNA@TARCONA.EE

TEL:+41 22 718 79 21

17/07/2006

Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 8 of 13
Page 2

FAX:+41 22 718 79 29

BUYER

PETROEAST SINGAPORE PTE LTD

1 TEMASEK AVENUE

22-02 MILLENIA TOWER

SINGAPORE

039192

OPERATIONAL CONTACT:

SEOK WAH

TEL: 65-6557-6085(0)

65-91444361 (HP)

FAX: 65-62386338

QUALITY

y|-100 RUSSIAN FUEL OIL AS NORMALLY EXPORTED FROM BALTIC MEETING FOLLOWING

GUARANTEES AS PER INDEPENDENT INSPECTOR SGS CERTIFICATE:

DENSITY AT 15 DEC C G/CM3 0.955 MAX ASTM D 4052

VISCOSITY, CST AT 50 DEC 180 MAX ASTM D 445

SULPHUR MASS PCT 2.5 MAX ASTM D 4294

WATER PCT BY DISTILLATION PCT VOL. 0.5 MAX ASTM D 95

ASH MASS PCT 0.10 MAX ASTM D 482

SEDIMENTS BY EXTRACTION MASS PCT.. 0.10 MAX ASTM D 473

POUR POINT DEG C +15 MAX ASTM D 97

FLASH POINT DEG C +65 MIN ASTM D 93

P-VALUE 1.9 MIN

XYLENE 26/30 MAX

TOLUENE 30 MAX

BROMINE 6 MAX

CCR 9 MAX

ALL THESE QUALITIES ARE TO BE CONFIRMED FROM A SHIP'S TANK MULTIPLE

RUNNING COMPOSITE SAMPLE AT LOADPORT KARIMUN ISLAND BY THE

NDEPENDENT INSPECTOR ONBOARD VLCC BY INDEPENDENT INSPECTORS SGS.

UPON RECEIPT OF QUALITY, IF QUALITY IS FOUND TO BE OUT OF GUARANTEED SPECIFICATIONS,

BUYERS WILL HAVE 2 SINGAPORE WORKING HOURS TO REJECT THE CARGO WITHOUT ANY

RECOURSE TO EITHER PARTY.

THE SELLER'S OBLIGATIONS WITH REGARD TO THE QUALITY OF THE PRODUCT SUPPLIED ARE

LIMITED SOLELY TO SUPPLYING PRODUCT WHICH CORRESPONDS WITH THE DESCRIPTION AND ANY

SPECIFICATIONS SET OUT IN THE CONTRACT.

ALL OTHER CONDITIONS, WARRANTIES OR OTHER TERMS WHETHER EXPRESS, IMPLIED OR WHICH

WOULD OTHERWISE BE IMPOSED BY STATUTE, WITH RESPECT TO QUALITY, SATISFACTORY QUALITY,

SUITABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER OF THE PRODUCT ARE HEREBY

EXCLUDED.

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Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 9 of 13
Page 3

QUANTITY

AS CLOSE AS POSSIBLE TO 75,000 METRIC TON IN SELLER'S OPTION, WITHIN OPERATIONAL

TOLERENCE, BASED ON THE AVERAGE OF THE OUTTURN QUANTITY MEASURED ON BOARD THE

MOTHER SHIP MTIRAN DARAB' AND QUANTITY RECEIVED, CORRECTED BY VEF, ON BUYERS'

DAUGHTER'S SHIP.

DELIVERY/NOMINATION

IN ONE (1) LOT, DELIVERED EX SHIP MT 'IRAN DARAB' TO ONE SAFE SHIP TO SHIP LOCATION

KARIMUN ISLAND, INDONESIA, DURING THE PERIOD 15TH TO 30TH DECEMBER, 2005 (BOTH DATES

INCLUDED).

SELLERS TO NARROW THE DELIVERY WINDOW TO A THREE (3) DAYS PERIOD LATEST EIGHTEEN (18)

CALENDAR DAYS PRIOR THE FIRST DAY OF THE 3 DAYS LAYCAN.

STS COSTS TO BE FOR SELLER'S ACCOUNT.

JELIVERING VESSEL MTIRAN DARAB' HAS ALREADY BEEN ACCEPTED BY BUYERS. ANY

SUBSTITUTION OF RECEIVING/DELIVERING VESSEL TO BE ACCEPTABLE TO SELLERS/BUYERS AND

SUCH ACCEPTANCE NOT TO BE UNREASONABLY WITHELD.

BUYER SHALL BE THE IMPORTER OF RECORD AND IS TO ARRANGE FOR CUSTOMS CLEARANCE OF

THE CARGO AT DISCHARGE PORT. ALL TAXES, DUTIES, LEVIES OF WHATSOEVER NATURE

ATTACHING TO THE GOODS AFTER THE OIL PASSES THE VESSEL'S PERMANENT FLANGE

CONNECTION AT LOAD PORT, SHALL BE BORNE BY THE BUYER AND SETTLED DIRECTLY BY THEM.

PRICE

PRICE FOR THE PRODUCT IS IN US DOLLARS PER METRIC TON,

DELIVERED EX SHIP MT 'IRAN DARAB1 TO ONE SAFE SHIP TO SHIP LOCATION, KARIMUN ISLAND,

INDONESIA, BASED ON THE AVERAGE OF THE OUTTURN QUANTITY MEASURED ON BOARD THE

MOTHER SHIP MTIRAN DARAB1 AND QUANTITY RECEIVED, CORRECTED BY VEF, ON BUYERS'

DAUGHTER'S SHIP, AT STS POINT ON BUYERS SHIPAND SHALL BE CALCULATED AS FOLLOWS:

THE MEAN QUOTATIONS (AVERAGE OF HIGH AND LOW) FOR 'HSFO 180 CST

UNDER THE HEADING 'CARGO FOB SINGAPORE1, PLUS A PREMIUM OF TEN DOLLARS (+10.00 USD) PER

METRIC TON, ALL AS PUBLISHED IN ASIA/ARAB GULF MARKETSCAN DURING THE PERIOD 01ST TO

31ST JANUARY, 2006 (BOTH DATE INCLUDED), DELIVERED EX SHIP MT 'IRAN DARAB1 TO ONE SAFE

SHIP TO SHIP LOCATION, KARIMUN ISLAND, INDONESIA.

PAYMENT

IN US DOLLARS IN FULL WITHOUT DEDUCTIONS, DISCOUNT, OFFSET OR COUNTERCLAIM BY

TELEGRAPHIC TRANSFER TO SELLER'S NOMINATED BANK ACCOUNT. PAYABLE LATEST FIFTEEN (15)

CALENDAR DAYS FROM BILL OF LADING DATE OF BUYER'S DAUGHTER VESSEL, AGAINST

COMMERCIAL INVOICE (TELEX/FAX IS ACCEPTABLE) AND USUAL SHIPPING DOCUMENTS, OR IN CASE

TEMPORARILY MISSING DOCUMENTS AGAINST COMMERCIAL INVOICE (TELEX/FAX ACCEPTABLE)

AND SELLER'S BANK COUNTERSIGNED LETTER OF INDEMNITY (TELEX/FAX ACCEPTABLE) SUCH BANK

COUNTERSIGNED LOI WORDING TO BE AGREED WITH THE BUYER.

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Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 10 of 13
Message rage -f

WHERE THE FINAL PRICING AND OR THE AVAILABILITY OF THE QUANTITY LOADED IS NOT YET

KNOWN THE SELLER MAY ISSUE AND THE BUYER SHALL MAKE PAYMENT AGAINST A PROVISIONAL

INVOICE COVERING 100 PCT OF THE CARGO VALUE, PLUS ORIGINAL USUAL SHIPPING DOCUMENTS

OR PROVISIONAL BANK COUNTERSIGNED LOl.

THE PROVISIONAL PRICE SHALL BE BASED ON: THE QUOTATION PUBLISHED ON THE N.O.R. DATE OF

THE BUYER'S DAUGHTER VESSEL, PLUS THE IMMEDIATELY PREVIOUS PUBLISHED QUOTATION AND

THE IMMEDIATELY FOLLOWING PUBLISHED QUOTATION.

IF PLATTS IS NOT PUBLISHED ON THE N.O.R. DATE, THEN THE

IMMEDIATELY PRECEDING PUBLISHED QUOTATIONS AND THE IMMEDIATELY FOLLOWING PUBLISHED

QUOTATION WILL APPLY FOR PROVISIONAL PRICING.

PAYMENT OF ANY BALANCE DUE BY THE BUYER TO THE SELLER OR ANY REFUND DUE BY THE

SELLER TO THE BUYER SHALL BE MADE PROMPTLY (WITHIN 2 NEW YORK WORKING DAYS) UPON

RECEIPT OF THE SELLER'S FINAL INVOICE AND FINAL LOl IF APPLICABLE WHICH SHALL BE SENT

AFTER THE LAST PUBLISHED QUOTATION.

IN CASE OF INCORRECT PAYMENT AND/OR PARTIAL PAYMENT AND/OR DELAY IN PAYMENT, BUYER

WILL PAY INTERESTS TO SELLER FOR EACH DAY OF DELAY AT THE RATE PER ANNUM TO BE EQUAL

TO THE ONE MONTH OF THE LONDON INTERBANK OFFERED RATE (LIBOR) AS DEFINED BY THE BBA

(BRITISH BANKS ASSOCIATION) PUBLISHED AT 11:00 A.M. PLUS 2 (TWO) PER CENT ON THE DAY

WHICH IS TWO LIBOR BANKING DAYS PRIOR TO THE COMMENCEMENT OF THE INTEREST PERIOD OR

AT THE ACTUAL COST, WHICHEVER HIGHER.

BUYER TO OPEN AT HIS OWN EXPENSE A STAND-BY LETTER OF CREDIT TO BE ISSUED BY A FIRST

CLASS WESTERN BANK AND IN A FORMAT BOTH TO BE ACCEPTABLE TO SELLER LATEST BY TEN (10)

CALENDAR DAYS PRIOR FIRST DAY OF THE THREE DAYS DELIVERY WINDOW.

INSURANCE

FIRST CLASS WESTERN, FULLY TRANSFERABLE INSURANCE, COVERING MINIMUM

INGOSTRAKH TERMS, INCLUDING CONTAMINATION AND SHORE TANK TO SHORE

TANK CLAUSES, COVERING 110 PCT OF THE EX SHIP CARGO VALUE,

INCLUDING LOSSES IN EXCESS OF 0.5 PCT OF B/L QUANTITY AND

CONTAMINATION WITHOUT LIMITATION.

BUYERS TO FOLLOW INSURANCE COMPANY REQUIREMENTS

FOR OUTTURN INSPECTION FOR INSURANCE PURPOSES.

IF THE CONDITIONS CHANGE AFTER THE CONTRACT HAS BEEN AGREED, ALL ADDITIONAL

INSURANCE PREMIUM ON THE CARGO OR ON THE VESSEL TO BE FOR BUYER'S ACCOUNT.

THE SELLER RESERVES THE RIGHT TO REFUSE AT ANY TIME TO DIRECT ANY VESSEL TO PROCEED

IN WATERS INVOLVING A BREACH OF INSTITUTE WARRANTIES, RISK TO ITS SAFETY, RISK OF ICE

DAMAGE, RISK OR WAR.

LAYTIME

36 HOURS PLUS 6 HOURS N O R - S H I N C UNLESS SOONER BERTHED.

LAYTIME STARTS ON THE DAUGHTER VESSEL UPON TENDERING OF NOR (OR IF THE DAUGHTER

VESSEL TENDERS NOR PRIOR TO THE 1ST DAY OF THE 3 DAY LAYCAN AT 0000 ON THE 1ST DAY OF

THE LAYCAN). IF THE DAUGHTER VESSEL TENDERS NOR AFTER THE 3 DAY LAYCAN LAYTIME STARTS

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Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 11 of 13
message rage :>

UPON COMMENCEMENT OF BERTHING OPERATIONS.

DEMURRAGE

AS PER CHARTER PARTY RATE, TERMS, CONDITIONS AND EXCEPTIONS FOR TIME USED IN EXCESS

OF LAYTIME HEREABOVE.

ANY VALID CLAIM(S) SHALL BE PAYABLE WITHIN 30 DAYS FROM THE DATE BUYER IS IN RECEIPT OF

SELLER'S CLAIM.

SELLER'S CLAIM SHALL BE PRESENTED WITHIN 90 DAYS FROM COMPLETION OF DISCHARGE AND

THEREAFTER UNDISPUTABLE DEMURRAGE SHALL BE SETTLED WITHIN 30 DAYS FROM RECEIPT OF

SAID CLAIM, WITH FINAL SETTLEMENT TO FOLLOW SOONEST.

DETERMINATION OF QUALITY AND QUANTITY

QUALITY AS ESTABLISHED BY MUTUALLY AGREED INDEPENDENT INSPECTOR SGS BASED ON SHIP'S

TANK COMPOSITE SAMPLE OF MTIRAN DARABVSUB UPON ARRIVAL AT STS POINT IN KARIMUN .

ISLAND, TO BE FINAL AND BINDING FOR BOTH PARTIES SAVE FOR FRAUD OR MANIFEST ERROR.

QUANTITY AS PER THE AVERAGE OF THE OUTTURN QUANTITY MEASURED ON BOARD THE MOTHER

SHIP MTIRAN DARAB1 AND QUANTITY RECEIVED, CORRECTED BY VEF, ON BUYERS' DAUGHTER'S

SHIP, ESTABLISHED BY INSTALLATION AT

STS POINT IN KARIMUN ISLAND AND WITNESSED BY MUTUALLY AGREED

INDEPENDENT INSPECTOR SGS.

INSPECTION EXPENSES TO BE SHARED 50/50 BUYER/SELLER.

TITLE AND RISK

THE RISK OF LOSS OR OF DAMAGE TO AND TITLE TO THE PRODUCT

WILL PASS FROM THE SELLER TO THE BUYER AT THE TIME THE PRODUCT PASSES

THE VESSEL'S CONNECTIONS OF THE DELIVERING AND RECEIVING HOSES OF

BOTH THE MOTHER VESSEL AND THE RECEIVING HOSE VESSEL.

JURISDICTION

IN THE CASE OF A DISPUTE EACH PARTY AGREES TO SUBMIT TO THE EXCLUSIVE JURIDICTION OF

THE ENGLISH HIGH COURT.

GOVERNING LAW

THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF

ENGLAND WITHOUT REFERENCE TO ANY CONFLICT OF LAW RULES NOT INCLUDING THE UNITED

NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

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Case 1:07-cv-03523-NRB Document 1 Filed 05/02/2007 Page 12 of 13
Message fage o

WARRANTY

THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED OF SATISFACTORY QUALITY, FITNESS OR

PURPOSE, DURABILITY, MERCHANTABILITY OR OTHERWISE FOR THE PRODUCT SOLD HEREUNDER,

INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY WHICH

ARISES UNDER SECTION 14 OF THE SALE OF GOODS ACT 1979 AS AMENDED FOR THE PRODUCT

SOLD HEREUNDER EXCPT THAT IT SHALL MEET THE QUALITY SPECIFIED ABOVE AT THE LOADPORT.

FORCE MAJEURE

NEITHER PARTY TO BE LIABLE FOR LOSS OR DAMAGE DUE TO ANY CIRCUMSTANCES BEYOND THE

AFFECTED PARTY'S CONTROL WHICH PREVENT THE COMPLETE OR PARTIAL FULFILLMENT BY THE

AFFECTED PARTY'S OF ITS OBLIGATIONS UNDER THIS CONTRACT (EXCEPT FAILURE TO PAY ANY

SUM WHICH HAS BECOME DUE UNDER THE PROVISIONS HEREOF), INCLUDING FIRE, ICE CONDITIONS,

STRIKES OR ANY ACTS OF THE ELEMENTS, WAR MILITARYU OPERATIONS OF ANY CHARACTER,

BLOCKADE, PROHIBITIONS OF EXPORT OR IMPORT OR ANY OTHER CIRCUMSTANCES BEYOND THE

CONTROL OF THE PARTY AFFECTED THAT HAVE ARISEN AFTER THE CONCLUSION OF THE

CONTRACT. THE AFFECTED PARTY SHALL IMMEDIATLY ADVISE THE OTHER PARTY REGARDING THE

BEGINNING AND THE TERMINATION OF THE CIRCUMSTANCES WHICH PREVENT THE FULFILLMENT OF

ITS OBLIGATIONS. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHTS OR OBLIGATIONS IN

RESPECT OF LAYTIME OF LAYDAYS OR DEMURRAGE.

GENERAL TERMS AND CONDITIONS

WHERE NOT IN CONFLICT WITH THE ABOVE, INCOTERMS 2000 FOR D.E.S.

DELIVERIES SHALL APPLY TO THIS TRANSACTION .

OPERATIONAL CONTACT FOR THIS CONTRACT:

SANDRINE CAMILLERirrSERING CHOEDON

TEL 33 4 97 21 41 42

FAX 33 4 97 21 41 40

TELEX 970119

E-MAIL: CAMILLERI7AZURBROKING.COM

E-MAIL: TSERING7AZURBROKING.COM

WE ARE PLEASED TO HAVE CONCLUDED THIS TRANSACTION WITH YOUR ESTEEMED

COMPANY FOR WHICH WE THANK YOU.

BEST REGARDS,

AZUR BROKING

17/07/2006

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