JET FUEL TO THE BUYER) ON THE DATE SPECIFIED IN SUCH NOTICE AND
PROCEED TO RECOVER ANY DAMAGES AND ENFORCE ANY OTHER REMEDIES TO WHICH IT MAY BE
ENTITLED UNDER THIS CONTRACT, THE LETTER OF CREDIT, AT LAW OR IN EQUITY OR
SET-OFF AGAINST ANY AMOUNTS OWING TO THE DEFAULTING PARTY ANY AND ALL AMOUNTS
DUE AND PAYABLE TO THE NON DEFAULTING PARTY AS DAMAGES OR OTHERWISE.
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13.
FORCE MAJEURE
(A)
NEITHER THE SELLER NOR THE BUYER WILL BE
LIABLE IN DAMAGES OR OTHERWISE FOR ANY FAILURE OR DELAY IN PERFORMANCE OF ANY
OBLIGATIONS HEREUNDER, OTHER THAN THE OBLIGATION TO MAKE PAYMENT, WHERE SUCH
FAILURE OR DELAY IS CAUSED BY ANY EVENT, OCCURRENCE OR CIRCUMSTANCE REASONABLY
BEYOND THE CONTROL OF A PARTY (FORCE MAJEURE) INCLUDING FAILURE OR DELAY CAUSED
BY OR RESULTING FROM:
(I)
ACTS OF GOD, FIRES AND FLOODS;
(II)
STRIKES AND LABOUR DISPUTES;
(III)
WARS (WHETHER DECLARED OR UNDECLARED), ACTS
OF TERRORISM, PIRACY, RIOTS, EMBARGOS;
(IV)
DELAYS OF CARRIERS DUE TO BREAKDOWN OR ADVERSE
WEATHER, PERILS OF THE SEAS, ACCIDENTS; AND
(V)
RESTRICTIONS IMPOSED BY ANY GOVERNMENT
AUTHORITY (INCLUDING ALLOCATIONS, PRIORITIES, REQUISITIONS, QUOTAS AND PRICE
CONTROLS),
PROVIDED THAT THE UNAVAILABILITY OF FUNDS OR ANY EVENT LISTED IN CLAUSE 12(IV)
WILL NOT CONSTITUTE FORCE MAJEURE.
(B)
THE PARTY CLAIMING FORCE MAJEURE MUST GIVE
WRITTEN NOTICE THEREOF TO THE OTHER PARTY WITHIN FORTY-EIGHT HOURS OF THE
OCCURRENCE OF THE FORCE MAJEURE EVENT, STATING IN REASONABLE DETAIL THE CAUSE OF
FORCE MAJEURE AND THE EXPECTED DURATION THEREOF. THE AFFECTED PARTY MUST USE
REASONABLE DILIGENCE TO REMOVE THE FORCE MAJEURE EVENT.
HOWEVER, NO PARTY WILL
BE REQUIRED TO SETTLE AGAINST ITS WILL ANY STRIKE OR LABOUR DISPUTE.
(C)
THE TIME OF THE SELLER TO MAKE AVAILABLE OR
BUYER TO RECEIVE RELEVANT CARGOES OF JET FUEL UNDER THIS CONTRACT WILL BE
EXTENDED DURING ANY PERIOD IN WHICH DELIVERY IS DELAYED OR PREVENTED BY REASON
OF ANY OF THE FOREGOING CAUSES UP TO A TOTAL OF THIRTY DAYS.
(D)
IF ANY DELIVERY OF A CARGO UNDER THIS
CONTRACT IS, BY REASON OF FORCE MAJEURE AFFECTING A PARTY, DELAYED OR PREVENTED
FOR MORE THAN THIRTY DAYS, THE OTHER PARTY MAY TERMINATE THIS CONTRACT WITH
RESPECT TO SUCH DELIVERY UPON WRITTEN NOTICE TO THE AFFECTED PARTY.
14.
CONFIDENTIALITY
EACH PARTY MUST TREAT AS CONFIDENTIAL, AND WILL NOT DISCLOSE TO ANY PERSON, THE
TERMS OF THIS CONTRACT OR ANY INFORMATION OR MATERIALS SUPPLIED OR MADE
AVAILABLE IN CONNECTION HEREWITH WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
UNLESS SUCH DISCLOSURE IS REQUIRED BY LAW.
THIS CLAUSE 14 WILL SURVIVE
TERMINATION OF THIS CONTRACT.
15.
GOVERNING LAW AND DISPUTE RESOLUTION
(A)
THIS CONTRACT IS GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
LAW ON
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CONFLICTS.
THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL
SALE OF GOODS WILL NOT IN ANY WAY GOVERN OR APPLY TO THIS CONTRACT.
(B)
IF ANY DISPUTE ARISE UNDER THIS CONTRACT,
THE PARTIES WILL ATTEMPT TO SETTLE SUCH