Exhibit
10.8


 


MARINE FUEL SUPPLY SERVICE
AGREEMENT,


DATED APRIL 1, 2005, BY AND
BETWEEN AEGEAN


MARINE PETROLEUM S.A. AND
AEGEAN OIL S.A.


 





















 


MARINE FUEL SUPPLY SERVICE AGREEMENT


 


This Agreement is made as of
the 1st day of April 2005


 


BETWEEN


 


(1)   AEGEAN MARINE PETROLEUM S.A., a company
incorporated under the laws of the Republic of Liberia, whose registered office
is at 80, Broad Street, Monrovia, Liberia (hereinafter called the “Company”) of
the first part and


(2)   AIGAION OIL ANONIMI ETERIA VIOMIHANIAS KAI
EMPORIAS PETRELAIOEIDON, a company incorporated under the laws of the Hellenic
Republic, whose registered office is at 42, Hadjikyriakou Avenue, Piraeus,
Greece (hereinafter called the “Contractor”) of the second part.


 


WHEREAS


 


(A)           The Company is an international
trader and physical supplier of marine fuels (as defined in clause 5 hereof),
maintaining a broad base of international customers, including container,
dry-bulk carrier and tanker fleets, time charter operators, managers as well as
foreign governments.


(B)             The Contractor is
operating in Greece as licensed trader and physical supplier of among other
petroleum products marine fuels.


(C)             The Company is
seeking to commit to a long-term agreement with the Contractor for the sale to
the Company for its nominated customers and the supply of marine fuels in
transit as


 





















 


bunkers to
customer ships calling at ports within the Greek Territory at the Company’s
request from time to time.


 


(D)            The Contractor
represents that it has the capability and the desire to supply the products and
provide the service required by the Company.


 


NOW IT IS HEREBY AGREED AS
FOLLOWS:


 


1. Term


 


This Agreement shall have
affect on and from the 1st day of April 2005 and shall
continue for a ten year period terminating on the 31st March 2015, unless earlier
terminated in accordance with clauses 19 hereof.


 


2. The
Service


 


The contractor shall sell
marine fuels in transit to the Company for its nominated customers and shall
supply such product to ships calling at ports within the Territory (as defined
in Clause 3 at the Company’s request from time to time.  The contractor will be committed to supply
both the product and the service without any assistance from the Company.


 


3.  The Territory


 


During the term of this
Agreement the Contractor undertakes, as when requested by the Company, to
supply the products to ships at all Greek ports and/or at anchor offshore
within Greek territorial waters.


 


However, where supply and
delivery of the products is required outside the jurisdiction of the Port
Authority of Piraeus all additional costs incurred by the Contractor shall be
reimbursed by the Company.


 


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4.  Exclusivity


 


Save as otherwise may be
mutually agreed in the future the Company is committed to purchase the products
and use the supply service of the Contractor in the Territory on an exclusive
basis.


 


5.  The products


 


The type of products to be sold
by the Contractor to the Company for its nominated customers under this
Agreement shall be:


 


TYPE


 


(a)   Marine Fuel Oil to meet ISO
8217/1996 RMG 35 and subsequent revisions thereof.


 


(b)   Marine Gas Oil to meet ISO
8217/1996 DMA and subsequent revision thereof.


 


(c)   Marine Fuel Oil to meet ISO
8217/1996 RME 25 and subsequent revisions thereof.


 


(d)   The fuels shall comply with
Annex VI of Marpol 73/78 regulations 14 and 18.


 


QUANTITY


 


Fuel Oil-minimum 10,000 m.t.
maximum 50,000 m.t. per calendar month Gasoil and MDO combined - minimum 1,000
m.t. and Maximum 10,000 m.t. per calendar month.


 


These quantities are to be
lifted rateably across the month.


 


Final quantities to be declared
on nomination.


 


Quantities sold and supplied by
the Contractor under this Agreement shall be evidenced by the relevant bunker
delivery receipts duly signed and stamped by the Master or Chief Engineer by
the receiving customer’s ship and any such quantities shall be binding for both
parties.


 


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QUALITY


 


The Contractor shall deliver to
the Company’s nominated customer’ ships the products which shall strictly
conform to the specification set forth hereinabove.  If required by the Company the contractor
shall provide full product specification prior to loading same on bunkering
tankers.


 


On delivery of the products to
Company’s nominated customers the Contractor will be obliged to take four (4)
samples in total.  Three (3)
representative samples on the bunkering tanker, one of these samples to be
given to the master of the receiving ship and the other two to be retained by the
contractor.  The contractor will be
obliged to submit the retained sample for analysis at an independent laboratory
upon the Company’s request.  The 4th
sample labeled with the MARPOL requirements will be given to the ship.


 


For the purpose of verifying the quality of
the products sold under this Agreement the Company shall have the right to
nominate and be represented by an independent inspector of its choice.


 


6.  Nominations procedure


 


All enquiries for deliveries
shall be passed to the Contractor and confirmed electronically.  Product required to be delivered in terms of
type and quantity delivery requirements location of delivery and all other
material information shall be nominated to the Contractor verbally with
written/email confirmation immediately following least three (3) to five (5)
full working days prior to delivery to Company’s nominated customer ships and
the Contractors shall each time effect delivery in accordance with the Company’s
nomination.  If less time is available
the Contractor shall, with no commitment, make best efforts to accommodate
Company’s request.  For each delivery the
Contractor will be obliged to issue a delivery note and bunker receipt in the
prescribed format the latter to be countersigned by the receiving ship’s master
or chief engineer.


 


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7.  Price


 


7.1  The price applicable for the sale and
delivery of the Products to the Company’s customer ships will be based on the
acquisition cost of the Contractor for the purchase of the nominated quantity
from the Greek State - owned or private refineries in the Gulf of Aspropyrgos,
Elefsis or Corinth plus a margin of U.S. Dollars Two ($2) per each metric ton
sold and delivered to Company’s nominated customers such margin to be reviewed
and renegotiated annually between the parties for the purpose of being
re-adjusted upwards of downwards.


 


In the event an annual price
review is instituted by either party such review will begin no later than two
(2) months prior to the anniversary of the Contract’s commencement, i.e., on 1st
February.  The review will determine the
price structure for the subsequent year period (which period beings on 1st
April). Such review will consist of mutual discussions and agreement.  If no agreement is reached within one (1)
month from the date a price review is instituted it is agreed that dispute will
be referred to binding Arbitration by a single Arbitrator to be appointed by
the parties or in case of disagreement by the Chairman of the Greek Chamber of
Shipping, Piraeus.


 


7.2  Any
taxes or duties as may apply or be applied in the future to sales of any of the
above products under this Agreement shall be for Company’s account.


 


7.3  Upon
the anticipated regulatory requirements coming into force in the Territory by
virtue of which single hull bunkering tankers would be phased out then in that
case either party may institute a special price review for the purpose of
determining the additional cost to be incurred by the Contractor for the
provision of the Service on account of such event.


 


Such special review will consist of natural
discussions and agreement.  If no
agreement is reached, the dispute will be referred to binding Arbitration by a
single Arbitrator to be appointed by the parties or in case of disagreement by
the Chairman of the Greek Chamber of Shipping, Piraeus.


 


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7.4  Payment of the relevant invoices issued by
the Contractor will be made by the Company is cash in US Dollars without
deduction, set-off or counter claim within 30 calendar days from the date of
receipt by the Company of the Contractor’s invoice and copy of the signed
bunker delivery receipt.


 


In the event of the delay of
payment of the above invoices, the respective amounts shall been interest at
the rate of 10% per annum pro rata.


 


7.5  The Company hereby agrees to provide security
to the Contractor by way of a Stand by Letter of Credit or other mutually
acceptable guarantees (“the Security) in relation to any outstanding balance
from time to time owing to the Contractor pursuant to invoices for products
delivered.


 


8.  Condition of the bunkering tankers and
equipment


 


The Contractor will be obliged
to provide and maintain, throughout the term of this Agreement all bunkering
tankers tracks and other equipment in every respect fit for the service, compliant
with all applicable regulations and seaworthy in all respects.


 


The Company reserves the right
to inspect at any time any bunkering tanker or equipment for the purpose of
ascertaining whether it is being operated and maintained in accordance with the
terms of this Agreement and the requirements of the company.


 


All bunkering tankers allocated
by the Contractor in the Service shall be subject to the Company’s ship vetting
programme.


 


9.  Other Warranties


 


The Contractor shall be obliged
at all times to comply with all relevant laws, status regulations or codes of
practice including without limitation health and safety and environment laws
and regulations in relation to the service, the products and the handling of
the products.


 


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10.  Title and Risk


 


Title and risk to the products
supplied hereunder shall pass to the Company when product passes hoses at the
receiving customer ship’s flange.


 


However passage of risk shall
be subject to compliance by the Contractor with the terms of this Agreement.


 


11.  Insurance


 


The Contractor undertakes to
obtain and maintain comprehensive insurances for the bunkering tankers
allocated in the service, including cover for third party liability and
environmental liability.


 


12.  Terms and Conditions of Sale


 


The Contractor is aware of the
Company’s terms of sale to its customers and warrants to the Company to
maintain its terms of sale under the supply contract with the Company so as to
be consistent with the Company’s terms of sale.


 


The Contractor undertakes not
to take any action that is inconsistent with the Company’s terms of sale.


 


The Contractor shall be obliged
to indemnify the Company against costs, claims, losses or expenses incurred by
the Company under the terms of sale to the extent that they arise as a result
of the performance, misperformance, or non-performance of the service by the
Contractor.


 


13.  Right of Access


 


The Company will have the right
at all time to test and take samples of the products in storage, to witness the
making of deliveries and to make checks for environmental and health and safety
audit purposes.


 


14.  Collection Risk


 


As between the Company and the
Contractor, the Company will exclusively bear the collection risk in relation
to payment for deliveries made under this Agreement.


 


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15.  Advisory
Functions


 


In the event the Contractor is approached or queried by the Company’s
customers in relation to the suitability of particular products or blends for
particular engines and/or advice is sought by the Company’s customers on their
fuel grade requirements, the Contractor will note all such queries and requests
for advice but shall refer them immediately to the Company, advising the
relevant customer that the Company will handle them.


 


16. Customers Claims and Disputes


 


The Company will be exclusively responsible for the handling of all
claims of whatsoever nature alleged by the customers and the Contractor shall
immediately on receipt of same pass on to the Company any claims that it
receives itself.  However and for the
avoidance of doubt it is expressly understood that this is an arrangement for
claims handling only and not an acceptance of liability and/or that the Company
is the due defendant.  This method of claims
handling will therefore be entirely without prejudice to any steps the Company
may take upon receipt of a claim, including any rights of recourse it may
against the Contractor and/or its rights to require the Contractor to comply
with its directions in relation to any formal steps that may need to be taken
in litigation or arbitration process, and/or its right to return the papers to
the Contractor for forward handling where the Company takes the view that it
has no involvement in the relevant dispute.


 


17.  Force
Majeure


 


Neither the Company or the Customer shall, save in respect of any
obligation to make payment or to the extent otherwise in this Agreement
expressly provided, be responsible for any loss or damage or delay or failure
in performance hereunder arising or resulting from circumstances beyond its
reasonable control including without limitation act of God, act of war, seizure
under legal process, quarantine restrictions, strikes, boycotts, lock-outs,
riots,


 


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civil commotions or arrest or restraint of princes or peoples or perils
at sea, non-availability or lack of supply of the products by the Refineries
within the Territory.


 


18.  Liabilities
and Indemnities


 


The Contractor shall be liable for and indemnify the Company against
all costs, claims and expenses including third party claims arising in
connection with the performance, non-performance or misperformance of service
or any defects or alleged defects in the quality or quantity of the products
provided however that any such costs, claims and expenses are directly
attributable to be Contractor’s own negligence or willful misconduct.


 


In any case the Contractor’s liability to indemnify the Company will
not extent to such matters as demurrage claims by the Company’s customers for
delays caused by the Contractor and/or any other consequential losses
whatsoever.


 


19.  Termination


 


Notwithstanding the provisions of clauses 1 and 7, and without
prejudice to any prior rights accrued to either party, this Agreement shall
terminate in the following circumstances:


 


(a)   At
the Contractor’s option, this Agreement shall terminate with immediate effect
and without liability to Contractor in the event that Contractor’s petroleum
trading license terminates or is revoked by the Greek authorities, or in any
event where the Contractor or its agents are unable to continue business in
Greece.


 


(b)   By
the non-breaching party, upon any breach by the other party in the performance
of any of its obligations, under this Agreement, being of a kind fundamental in
nature, if not remedied within thirty (30) days after receipt of written notice
thereof from the non-breaching party.


 


(c)   If
either party shall file for bankruptcy, or shall go into liquidation for
purposes other than reconstruction or amalgamation or if a receiver of
sequestrator of the undertaking and assets of either party shall be


 


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appointed or if either party shall enter into
deed of arrangement for the benefit of its creditors, the other party may by
written notice forthwith terminate this Agreement.


 


(d)   At
the Company’s option, this Agreement shall terminate without liability to the
Company in the event that the Company would decide to cease its supply activities
for the products in the Territory by serving a twelve (12) months prior written
notice to the Company.


 


In the event for any reason whatsoever this Agreement terminates then
payment of all invoices rendered to the Company in relation to Company’s payment
obligations under this Agreement which have arisen prior to the date of
termination shall become due and payable.


 


20.  Assignment


 


This Agreement shall not be assigned or otherwise transferred by either
Party without the prior written consent of the other Party, such consent not to
be unreasonably withheld.  Any assignment
made hereunder shall not relieve the assigning Party from its liabilities under
this Agreement incurred prior to the date of assignment.


 


22.  Settlement
of Disputes


 


21.1 As priority:


 


Should any dispute arise between the two
Parties, the aforementioned Parties hereby undertake to find an amicable
settlement for the aforementioned dispute or discrepancy.


 


21.2 Secondly


 


21.2.1 Failing an
amicable settlement between the Parties, any dispute related related to this
Agreement shall be submitted to the competent jurisdiction.


 


21.2.2 To the extent
that any Party has or thereafter may acquire immunity from jurisdiction of any
court in any action or proceeding conducted pursuant to this Agreement, such
party hereby irrevocably


 


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agrees not to invoke such immunity as a
defense, and irrevocably waives any such immunity.


 


22.  Notices


 


22.1 All notices to
be given hereunder by either Party to other shall be in writing and shall be
delivered by Fax or electronically and then by hand or by post at the following
addresses:


 


22.1.1
Company :                Aegean Marine
Petroleum S.A.


36 Vyron Ave, Nicosia Tower Center,


8th floor,
flat/office 803 PC 1506,


Nicosia-Cyprus


Fax: 0035722451291


Attention : Mrs Christina Sarris


 


22.1.2
Contractor:              Aegean Oil S.A.


42 Hadjikyriakou Ave,


185 38 Piraeus, Greece


Fax: 210-4586241


Attention : Mr Gerasimos Paxinos


 


22.2 Any notice
between the parties with respect to this Agreement shall be delivered by hand
or sent by pre-paid registered post to the address of the addresses as set out
above, or to such other address as the addressee may from time to time have
notified for the purpose of this clause.


 


22.3 Notices shall
be deemed to have been received (i) if sent by pre-paid registered post:
five (5) business days after posting exclusive of the day of posting or (ii) if
delivered by hand: on the day of delivery.


 


22.4 In proving
service of any notice (i) delivered by hand: it shall be necessary only to
produce a receipt for the communication signed by or on behalf of the addressee
or (ii) delivered by post: it shall be necessary only to provide the
registered post receipt.


 


23.  Entire
Agreement


 


This Agreement shall constitute the entire agreement between the
undersigned with respect to the subject matter hereof and shall supersede all
previous


 


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negotiations, commitments and
writings of the undersigned in relation to the subject matter.


 


24.  Headings


 


All headings have been inserted
for convenience of reference only, and shall not affect the interpretation of
any of the provisions of this Agreement.


 


25.  Binding Effect


 


This Agreement and the rights,
duties and obligations of the undersigned shall more to the benefit of and be
binding upon the undersigned and upon their successors and assignees.


 


26.  Severability of provisions


 


In any case one or more of the
provisions contained in the Agreement should be invalid, illegal or unenforcable
in any respect the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.


 


27.
Applicable Law and Jurisdiction


 


This Agreement shall be
governed by and construed in accordance with the laws of Greece.  Any dispute which may arise out of this
Agreement shall be referred to Arbitration by the Greek Chamber of Shipping.


 


IN WITNESS whereof the parties
have caused this Agreement to be duly executed as a deed on the day and year
first above written.


 


 


	
  Executed as
  a deed by

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Stavros Krotidis

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
  [SEAL]

  
	
   

  	
   

  	
   

  
	
  Aegean
  Marine Petroleum S.A.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  In the
  presence of:

  	
  )

  	
   

  
	
   

  	
   

  
	
  ELIA
  NICOLAOU

  	
  /s/ Elia
  Nicolaou

  	
   

  
				



 


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  Executed as
  a deed by

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Gerasimos
  Paxinos

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  for and on
  behalf of 

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Kai Emporias
  Petrelaioeidon

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  In the
  presence of:

  	
  )

  	
  [SEAL]

  
	
   

  	
   

  	
   

  
	
  Kohbiadou
  Ypapanyi

  	
  /s/ Kohbiadou
  Ypapanyi