News Our Products Business Areas Contacts Who we are Our Team Customer Zone +33 4 69 96 06 96 contact@oil-atlantic.energy Atlantic EnergyGeneral conditions of sale General conditions of sale General conditions of sale of Marine Fuel November 2016 version 1. Contractual documents QA1Z3 The present General Conditions of Sale apply to all Fuel sales intended for the refuelling of ships and products (hereinafter collectively referred to as "Marine Fuel" or "products"), concluded by the company Atlantic Energy (hereinafter the Seller) with the Buyer companies (hereinafter the Buyer(s)) who expressly accept them without reserve. Unless the Seller's prior written agreement derogates from them, the present General Terms and Conditions of Sale shall prevail over any other terms and conditions of sale issued by the Buyer and shall apply to all orders from "Marine-Fuel". Moreover, being specific conditions to the sales of " Marine-Fuel ", they prevail on all other general conditions of sale from Atlantic Energy. The General Terms and Conditions of Sale and the Special Terms and Conditions constitute the "Agreement" and represent the entire agreement between the parties with respect to the supply of "Marine Fuel". The Agreement cancels and supersedes all prior talks, verbal or written agreements between the parties concerning the same subject matter. In the case of any conflict or inconsistency between the General Conditions of Sale and the Special Conditions, the latter shall prevail over the General Conditions of Sale. These General Terms and Conditions of Sale may be unilaterally modified at any time by the Seller, which the Buyer expressly accepts. 2. Definitions "Control" has the meaning given to it by Article L233-3 of the French Commercial Code (and "Controlled" and "under the Control of" shall be interpreted accordingly). "ETA" refers to the date and estimated time of arrival of the vessel to be delivered in "Marine Fuel" at the port of delivery and which has been agreed between the Parties in the Special Conditions. "ETD" refers to the estimated date and time of departure of the Vessel from the port of delivery as agreed upon by the Parties in the Special Conditions. "ETB" refers to the date and time of arrival of the Vessel at the delivery port which has been agreed upon by the Parties in the Special Conditions. "Delivery Interval" means the period of time between the ETA and the ETD in which deliveries of Products shall be made in accordance with the Special Conditions. Such Delivery Interval as defined in each Special Condition shall not exceed three (3) days. "Subsidiary" means any legal entity which, directly or indirectly, is Controlled by, or is under the Joint Control of, any of the companies party to the Agreement. "Marine Fuel" means fuels and distillates used in the Navy and marketed by the Seller. "Products" means "Marine Fuel" and/or distillates that have been ordered by Buyer. "Ex-wharf" means that the Product is made available in accordance with the Contract to Buyer at the depot specified in the Contract at the mode of transportation provided by Buyer. 3. Product Categories and Quality (a) "Marine Fuels" supplied by the Seller shall conform to ISO 8217. (b) The Buyer shall be solely responsible for the selection and acceptance of marine fuel, including determination of compatibility with the fuel and/or other products possibly already on board. (c) Unless otherwise clearly specified, the product specifications furnished by the Seller are core values generally found in the production and storage facilities from which the products are sold, and not the exact specifications of the lot delivered at any given time, and are not binding on the Seller. No non-compliant Product shall be delivered to the Buyer without a waiver of recourse under a term contract or a written release as to the quality of the Product written and signed by the Buyer prior to the delivery. (d) The Seller makes no other representations or warranties, express or implied, as to the quality, merchantability, fitness for purpose or suitability of the Products for any purpose beyond that, defined in the description or specifications provided in the Order Confirmation or any applicable Term Agreement. 4. Quantities (a) The Quantities of "Marine Fuels" ordered shall be as set forth in the Special Conditions, upon confirmation by the Seller of the availability of the Products. No unilateral change in quantities of Products shall be made after written confirmation of the Order by the Seller. (b) the Quantities shall be determined by the measuring equipment on board the means of transport used for delivery or by tank gauging or use of volumetric or mass meters at from the seller’s facilities, at the latter’s choice. Under the provisions of the applicable law, corrections of volumes related to temperature variations shall be made in accordance with the rules defined by API/ASTM-IP (Tables 6B, 24B or 54B depending on the port). (c) The Seller shall be responsible for measuring the quantity of "Marine Fuel" delivered, and the Buyer (or the Buyer's representative) shall be responsible for concurrently verifying such measurements at the Buyer's expense if the Buyer has decided to be represented by an agent. If the Buyer waives this possibility of verification, the quantities measured by the Seller shall be deemed correct and no subsequent claim in this respect shall be considered admissible. The Buyer shall be invoiced on the basis of the quantity of "Marine-Fuel" determined exclusively by the Seller. Subject to manifest error or fraud, the measurements made by Seller shall be deemed final and binding on the Parties. The Seller shall record the quantity of Marine Fuel delivered on a form entitled "Bunker Delivery Note". 5. Prices, Customs Duties, Taxes and Miscellaneous Charges Unless agreed otherwise in writing by Seller, the price of the Products shall be specific to the grade delivered, the place of delivery and the day of completion of delivery. (a) "Marine Fuels" are sold at the price expressed in cubic meters/ton per euro or dollar according to the unit and currency defined in the Special Conditions for each grade of "Marine Fuels" delivered free on board or ex-wharf. The price shall remain valid for the Delivery Interval. (b) If the delivery is to be made outside business hours, unless agreed by the Buyer in the Special Conditions, and provided that it is permitted by the regulations of such port, the Buyer shall also bear all additional expenses resulting from it. (c) If the Buyer or the vessel fails to take the delivery within the Delivery Interval, The Buyer shall compensate and/or hold the Seller harmless from all associated costs (such as, but not limited to, fuel value discount, transportation costs of the Products, associated demurrage) and the Seller may at its option either: (I) accept a new Delivery Interval as the basis for a new Contract for which a new price may be negotiated with the Buyer, or (II) terminate the Contract at the Buyer's expense. The Buyer shall be invoiced for the full amount of transportation costs, corresponding to the quantity of products originally ordered. If at the time of delivery the Buyer is unable to receive all of the products ordered (whether by barge, truck or ferry), Buyer shall be liable for all direct costs incurred by the Seller as a result, including but not limited to, the downgrading of the products to the mutually agreed upon selling price and the sale of the products at a price lower than that of the Buyer's order. Similarly, if delivery is delayed for any reason attributable to the Buyer or any of its agents or contractors, the Buyer shall be liable for demurrage (at the level determined by the Seller) and all costs incurred by the Seller. (d) In the case of a « spot » sale, in which the price is negotiated on a delivery-by-delivery basis, and unless otherwise specified and duly communicated to the Buyer, price validity period communicated by the Seller on the D-day expires on the same day at 5:00 p.m., Paris time. Beyond this limit, and unless the negotiation has already been the subject of a written request from the Buyer before the expiry date of the validity period, the Seller reserves the right to modify its price. The Seller reserves the right not to communicate a firm price to a Buyer for a "spot" delivery, in the event that the latter is scheduled beyond a period of five (5) days following the date of the price request. e) Where the price is based on a quotation (e.g. Platts European Marketscan "retained index") and delivery occurs on a day when the Platts value is not available, such as weekends, public holidays or otherwise, the retained index quotation used in the calculation of the price shall be the quotation of the last retained index published prior to delivery of the order. Where the price is based on a quotation expressed in United States Dollars ("USD"), the exchange rate used shall be that published by the European Central Bank ("ECB") on the day of the quotation in question. Unless otherwise agreed, where the price appears in the Order Confirmation and/or in the body of a contract itself based on more than one Platts quotation and where the calculation of the price of a specific delivery includes a day on which no Platts quotation is published, such as weekends, public holidays or the like, then the index quotation value to be taken into account for each such missing day shall be that of the last business day for which a quotation of the selected index is published. (f) In the case in which the publication of the selected index quotation used in the calculation of a pricing formula is discontinued or no longer reflects the market conditions accurately (at the Seller's choice), the Seller shall have the choice to renegotiate the price appearing on the Order Confirmation. In the case in which both parties are unable to reach an agreement within thirty (30) days of the start of these negotiations, either party shall have the option to terminate said agreement by letter effective after fourteen (14) days. (g) In the case in which price controls are imposed, the Seller shall not be obligated to sell and deliver if the maximum price allowed is below the price agreed upon with the Buyer. In the event that the applicable price is contrary to any law, regulation or governmental ruling, a price adjustment shall be negotiated and agreed upon by the parties. In the case in which both parties are unable to reach agreement within thirty (30) days of the start of such negotiations, either party shall have the option to terminate said agreement by letter effective after fourteen (14) days. (h) In addition to the price of the Products, customs duties, taxes, levies of any kind and transportation charges on the goods sold shall be those in effect on the date of delivery or pickup, and the price charged to the Buyer, by contract or schedule, shall be increased or decreased accordingly at the time of invoicing. (i) In the case of a sale under suspension of duties or taxes,the Buyer shall furnish to the Seller, within the required time, all documents proving the discharge of the suspensive arrangement , as well as all other documents and information required by the regulations in effect. The Buyer shall refund the Seller, upon request, for any duties, taxes or fees of any kind which the Seller may have been required to pay as a result of the failure to discharge the suspensive procedure, or any irregularity in such discharge, regardless of any additional damages for the loss suffered by the Seller as a result of it. Customs duties, taxes, levies of any kind and transportation charges on the goods sold shall be those in effect on the date of delivery or pickup, and the price fixed to the Buyer by contract or schedule shall be increased or decreased accordingly at the time of billing. In the case of a sale under suspension or exemption from duties or taxes, The Buyer shall provide The Seller, within the required time period, with all documents justifying the discharge of the suspension or exemption, as well as all other documents and information required by the regulations in force. The Buyer agrees to reimburse The Seller upon request for any duties, taxes or fees of any kind that Seller may have had to pay as a result of failure to provide such information, or any irregularity whatsoever, irrespective of any additional damages for the loss suffered by Seller as a result of having paid them.The Buyer also agrees to refund the Seller for any expenses incurred as a result of the Buyer's failure to comply with the obligations set forth in Section 6. "Orders". 6. Orders Orders must be sent in writing to the Seller, at the latest 48 working hours before the ETA when possible, and necessarily 24 working hours or at the latest before 3 p.m. (working days) the day before the delivery or collection date, specifying: the name and IMO number of the vessel to be refuelled, the contact details of the vessel's agent, the date and the estimated time of arrival (ETB) of the vessel, the date, place and method of delivery or collection requested. Any changes in orders must be received by the Seller no later than forty-eight (48) hours prior to the desired time and day of the order. Seller will use its best efforts to accept in writing changes in quality or delivery date but shall not be liable for failure to honor the new terms. In the case of late cancellation or modification, the Buyer shall reimburse all direct costs that this situation may have entailed (immobilization of means of transport, unloading of product, downgrading, etc.). The provisions of Section 19(f) are excluded with respect to cancellation by Buyer outside the scope of Section 14. The Buyer shall be liable for all costs, charges and expenses incurred by the Seller as a result of the Seller's improper performance or non-performance of its contractual obligations under the appointment, including cancellation of an order due to the negligence or omission of the Buyer or its local shipping agents. Neither party shall cancel any order under the Order Confirmation except upon the occurrence of an event beyond the control of either party as defined in Section 14 below. Orders for Products shall only be definitive after two conditions have been met: written confirmation by the Seller, which shall ensure, in particular, the availability of the Products, the means of delivery, and accessibility to the dock, and the transmission by the buyer of the following documents, as defined by the regulations in force and published in the BOD. No product can be delivered without the transmission of these documents as defined in article 5(i) 7. Deliveries (a) The Products shall be delivered within the Delivery Interval and to the vessel's location at the port as defined in the Special Conditions. Delivery of the Products shall be made in accordance with the regulations in force at the port, or at any other designated delivery location. The Seller shall in no case be held responsible for any failure to deliver due to the operating hours of the port concerned (e.g. public holidays or days not worked by the teams of the port concerned). Vessels are refuelled in turn, as quickly as circumstances makes it possible, but the Seller shall not be held responsible, nor liable for the demurrage tariff, for any delay whatsoever due to the congestion at the loading terminals, prior commitments made by the carrier, or the unavailability of a dock for the safe loading at the Seller's discretion. If a customs permit is required in order to make delivery, no delivery shall be made until such permit is surrendered to Seller as the case may be. Seller may, at its discretion, change the means of delivery upon written notice to the Buyer. In ports where barge transportation facilities are available at a customary rate and on reasonable terms, delivery of the Product shall be made by barge chartered by the Seller within the port area established by the Seller. (b) The ETA, ETB and ETD of the vessel are set out in the Special Conditions. In the case in which the vessel arrives outside the Delivery Interval, the Seller shall use its best efforts to deliver the vessel without being bound by any obligation of result and without prejudice to the application of the provisions of the Article 10. (c) The Buyer, or its agent (as it may be designated in the Special Conditions), shall notify the Seller and its representatives in writing at the port or place of delivery at least forty-eight (48) working hours prior to the arrival of the vessel of: the expected date of arrival of the vessel; the exact location of the place of delivery; the exact time of delivery to be included in the Delivery Interval; and confirm the sulphur rates, grades, categories and quantities of "Marine Fuel" to be received. It is hereby specified that Seller's office hours are Monday through Friday from 9:00 a.m. to 6:00 p.m. excluding holidays. Should Buyer or its agent fail to comply with this obligation, Seller shall not be liable for any delay in delivery and Buyer shall indemnify and/or hold the Seller harmless for any associated costs. (d) Upon receipt of the foregoing notice, the Seller shall provide the Buyer or its agent with an estimated date and time of delivery. (e) The Products shall be delivered according to the terms and conditions chosen in the Special Conditions, i.e., by tanker, bunker barge or coaster. (f) Buyer warrants to Seller that the vessel is safe to receive the Products. The Buyer shall also ensure that such vessel has all the certificates required by the applicable regulations for the delivery of "Marine Fuel" to the designated port or delivery location. (g) Prior to the refuelling, the Buyer (or its representatives) and the Seller's designated carrier shall complete the Bunker Delivery Notice and/or checklist required by the port authority of the port of delivery. For this purpose, the Buyer (or its representatives) shall: (I) confirm the quantity, the categories of "Carburant-Marine" to be loaded and their loading orders in the event that more than one category of Product is to be loaded (II) notify the maximum allowable pumping rate and pressure for the vessel and have agreed upon a method of communication and emergency shutdown procedures; (III) have informed the Seller of any special circumstances, difficulties, peculiarities, deficiencies or defects in the vessel which may affect the delivery of "Marine Fuels"; (IV) provide either a clear edge of the vessel for barge deliveries or a safe and optimized passage between public roads and the exact delivery location for land vehicles. (h) the Buyer shall provide all assistance necessary for docking/un-docking the delivery vessel or for connecting/disconnecting connecting flanges and hoses. The Buyer and the vessel's captain shall be solely responsible for all connections/disconnections of the flanges to the receiving tanks and/or the vessel's manifolds and shall ensure that the flanges are properly and securely connected to the vessel's manifold prior to the commencement of loading of "Marine Fuels" to the vessel. In the event that the Seller determines that the vessel is not capable of safely receiving the load of Marine Fuels, the Seller may, at its option, either suspend delivery until it determines that the vessel is capable of receiving such load or terminate the Contract at the Buyer's expense, provided that in such event all costs incurred by the Seller, especially pumping, the destruction of Product and/or the immobilization of the means of delivery, shall be paid at the expense of the Buyer. (i) The vessel shall have sufficient separate and adequate tanks to receive the quantity of "Marine Fuel" provided for in the Special Conditions, plus five percent (5%). If the Buyer fails to take the quantity specified in the Special Conditions, the Buyer shall bear any costs or expenses incurred by the Seller as a result of such breach of duty. (j) The Seller shall in no event be liable for any storage or security problems on board which affect delivery and shall be indemnified by Buyer for all related costs. In the case of any delay in the use of the loading equipment and/or barges by the Buyer or the vessel for any reason whatsoever, the Buyer shall indemnify the Seller for all costs including demurrage tariff as a result of such delay. In no event shall the Seller be liable for any delay due to congestion of ports and terminals or bunkering docks. (k) The Seller reserves the right to have refuelling performed by a third party in the case in which the Seller is unable to perform such refuelling itself, which the Buyer expressly agrees. However, the Seller shall remain responsible and liable for the proper performance of the Contract. 8. Samples (a) The Seller shall take a minimum of four (4) representative samples for each class of "Marine Fuel" delivered. The Buyer or its representative may attend the sampling. Such samples shall be securely packaged and labeled by The Seller. Two (2) of these samples shall be given to the Buyer, one (1) of which is for the MARPOL compliance procedure. The other two (2) shall be retained by the Seller for a minimum of twenty-one (21) days from the date of delivery in a safe location for quality control purposes if necessary. If the Buyer has any concerns regarding the quality of the "Marine Fuels" pursuant to Section 10(c), the Seller shall submit one of the two samples it has stored in a local independent laboratory mutually agreed upon by the Parties. Subject to manifest error or fraud, the analysis of such independent laboratory shall be considered final and conclusive as to the quality of the "Marine Fuels" involved. The analysis shall include the tests prescribed by ISO 8217 and/or such other tests as the Parties may select by mutual agreement in writing. Any expense associated with the Buyer's appointment of a representative to witness the unsealing of samples and/or the independent laboratory analysis shall be the sole responsibility of the Buyer. (b) In the case in which the Buyer, its representative, or the vessel's manager wishes to implement the MARPOL procedure and the Seller believes that this can be done safely, the Seller reserves the right to appoint an independent third party to perform the sampling. The associated costs and expenses incurred by the Seller in engaging such service shall be charged to the Buyer. No liability shall be incurred by the Seller if the implementation of this procedure results in a delay to the vessel. 9. Payment (a) The invoice shall be issued by the Seller upon receipt of the « Bunker Delivery Note » based on the quantities of Products delivered included in this document. (b) The price of the Products delivered (including any additional charges if applicable) shall be paid in full by bank transfer to the account stated on the invoice within the 30 days following delivery date of the Products unless otherwise stipulated in the Special Conditions. (c) The Payment in full before the expiration of the agreed payment terms shall not be subject to any discount. (d) The Buyer has a period of fourteen (14) calendar days from receipt of the invoice to dispute the amount by registered letter with acknowledgement of receipt addressed to the Seller. At the end of this period, the invoice will be deemed to have been accepted. Any dispute over all or part of an invoice does not release the Buyer from its obligation to pay and the Buyer must pay the amounts mentioned on the said invoice in full (e) Late payment interest is automatically due to Atlantic Energy on all sums not paid when due and regardless of the method of payment stipulated. The rate charged will be calculated on the amount of the sum remaining due at the rate of three (3) times the legal interest rate in force. These penalties shall run from the day following the date of payment appearing on the invoice until the day of full payment of the amount due, without prejudice in particular to the legal fixed indemnity of forty (40) euros for collection costs. Penalties are payable without the need for a reminder: sending a registered letter is not required to trigger the right to collect late penalties. They shall be due from the day following the date of payment shown on the invoice or, failing that, on the 31st day following the date of receipt of the goods. Any goods not paid within the time limit shall automatically entail the forfeiture of the benefit of the term for all payments in progress, even if not due, concerning goods already delivered or in the process of being delivered, and may entail, at the initiative of Atlantic Energy, the termination of the contract to the detriment of the buyer. (f) In the case in which the Buyer fails to comply with theSeller's demands under Section 11, The Seller shall have the right to refuse to make any future deliveries and may terminate the Contract to the Buyer's sole satisfaction. (g) Except as otherwise provided by law, the Seller may invoice the Buyer on the basis of delivery documents sent by facsimile, telex, electronic mail or other means of remote transmission of documents. Upon the Buyer's request, the Seller shall send the Buyer the original delivery documents, provided, however, that the payment of an invoice shall not be contingent upon the Buyer's receipt of said original documents (h) In the event that the Seller for any reason must cancel an invoice and reissue it, the payment of said invoice shall be due within five (5) days after the date of reissue of the invoice if the due date of the first invoice has passed. The Payment shall be deemed to have been made on the date on which funds in the full amount invoiced are finally credited to the Seller's designated bank account. If the due date is a non-business day, i.e., a weekend day or other day on which the Buyer's or the Seller's bank is closed, the payment shall be made on or before the preceding business day closest to the due date. (i) Any failure to pay by the due date shall entitle the Seller to obtain the immediate payment of all sums , which may be owed, even if not due yet . Any partial payment shall automatically be charged to the non-preferential portion of the Seller's claim. (j) Any failure to pay by the due date (other than in the case of a valid dispute) or any breach of a term contract shall entitle the Seller to suspend deliveries and require the Buyer to comply with its obligations within a limited period of time, failing which the Seller may terminate this Agreement. Such suspension or termination shall not relieve the Buyer of its obligations under this Agreement. The Seller may at any time require the Buyer to provide complete and reliable financial statements (certified if available) and other financial information. The Buyer shall provide such information promptly. (k) The Buyer acknowledges that the taking of delivery of Marine Fuels constitutes an acknowledgment the Buyer's solvency and financial ability to pay for such Products. Notwithstanding anything to the contrary, the Seller reserves the right, at its discretion, upon written notice, to: (I) revoke, revise or modify the terms of payment, the time and manner of payment, and/or require that payments be made in cash; and/or (II) require the Buyer to provide any security that the Seller deems adequate to secure payment for the Products. For example, said security may include a letter of credit, a bank guarantee, and any other form of security; and/or (III) to suspend a delivery in progress until receipt of the requested payment or security, and to request immediate payment for Products already delivered and/or prepayment or allocation of advance payment. (l) The Seller shall have the right to suspend deliveries of Marine Fuels hereunder and/or terminate this Agreement with immediate effect upon written notice. All amounts due to the Seller shall become immediately due and payable. (m) The exercise by the Seller of any of the rights referred to in this section 11 shall be to its right to claim damages or any other right it may have hereunder or under applicable law without prejudice. The Buyer shall pay all costs incurred by the Seller in the collection of amounts owed to the Seller as a result of the Buyer's default (including, but not limited to, attorneys' fees and debt collection agency fees). 10.Claims (a) Any claim with respect to the quantity of "Marine Fluid" or the density of "Marine Fluid" delivered shall be notified in writing by the Buyer to the Seller within twenty-one (21) days from the date of delivery. Failure to do so shall result in the claim being declared inadmissible, which the Buyer expressly accepts. (b) Any claim for shortage of Products delivered not related to the density of "Carburant-Marine" shall be made in writing at the time of the delivery on the « Bunker delivery note ». In addition, the Buyer or its representative shall have witnessed the measurements as defined in the Section 4.b hereof. Failure to do so will result in the claim being declared inadmissible, which the Buyer expressly accepts. (c) Any claim as to the quality of "Marine Fuel" delivered shall be notified in writing by the Buyer to the Seller within twenty-one (21) days from the date of delivery. The Buyer shall promptly furnish the Seller with the results of any tests performed on samples taken and sound evidence of its claim within ninety (90) days of delivery, if any, so that the Seller may properly evaluate such claim. Only the samples mentioned in the Article 8 hereof shall be taken into account. Failure to do so shall result in the claim being deemed inadmissible, which the Buyer expressly accepts. (d) Any claim resulting from the mixing of the Products delivered with other fuels on board the vessel shall be declared inadmissible and shall remain the sole responsibility of the Buyer. (e) The Buyer shall, with the consent of the Seller, take all necessary steps to minimize its loss resulting from alleged non-conforming delivery. If the Buyer fails to comply with the conditions defined in the Article 10.a et seq., The Buyer's right of action against the Seller shall be barred. 11. Liability Without prejudice to Buyer's compliance with the conditions defined in the Article 10 above, the Seller shall be liable for all direct damages, whether physical or material, resulting directly from a breach of any of its obligations under the Contract, to the exclusion of any other damages such as indirect and/or consequential damages, for which the Buyer waives all recourse against the Seller. Where applicable, the damages that may be compensated by Seller shall in any event be limited to the total amount, exclusive of tax, of the Product order in question. The Buyer agrees to indemnify the Seller and its affiliates from any claims, demands or actions for loss, damage, and expenses (including reasonable attorneys' fees) resulting from the negligence, gross negligence or malicious misfeasance of its employees, agents or representatives in connection with the supply of the Products. The Seller shall indemnify the Buyer from any claims, demands or actions by any third party for losses, damages and expenses (including reasonable attorneys' fees) resulting from the negligence, gross negligence or malicious misfeasance of its employees, agents or representatives in the supply of the Products. Notwithstanding anything to the contrary in this Agreement, each party shall be fully liable, without limitation, for gross negligence or willful misconduct on its part, and neither party shall be under any obligation to indemnify or release from liability the other party for gross negligence or willful misconduct on its part or on the part of such agents, representatives, employees or service providers. 12. Security (a) The Seller shall provide the Buyer and the vessel with « Material Safety Data Sheets » ("MSDS") for the categories of the Product delivered. The Buyer shall provide its employees, users and customers with all necessary health, safety and environmental information (including but not limited to SDSs) (hereinafter the "HSE Data"). The Buyer shall ensure that its employees act in accordance with the applicable requirements, obligations and recommendations regarding the handling, use and/or storage of the delivered "Marine Fuel" and shall require the customers to whom it supplies the "Marine Fuel" to act in accordance with the same requirements, obligations and recommendations regarding the HSE Data. (b) The Buyer undertakes to comply with all applicable French, European and/or local laws and/or regulations relating to the loading, use, storage and transportation of "Marine Fuel" such as those relating to fire, sulphur content, spillage, accidental spraying or loss of "Marine Fuel". The Compliance with the recommendations contained in the HSE Data by the Buyer shall not relieve the Buyer from the compliance with the provisions of this Clause 12.c. (c)The Buyer shall indemnify the Seller against any liability, claim or action arising out of or in connection with the Buyer's breach of its obligations under this Section 12. 13. Transfer of Ownership and Risk (a) The Ownership of the delivered "Marine Fuels" and the associated risk shall pass from the Seller to the Buyer at the time the "Marine Fuels" pass through the vessel's manifold flange. (b) In the case in which the Seller agrees to load the "Marine Fuels" onto the Buyer's named barge, storage tank, coaster or tanker, ownership of the "Marine Fuels" delivered and the associated risks shall pass from the Seller to the Buyer at the time the "Marine Fuels" pass through the connecting flange of the Seller's delivery means. 14. Force Majeure Neither Party shall be liable for any failure to perform its obligations due to the occurrence of a Force Majeure event. Force Majeure shall mean any event or circumstance reasonably beyond the control of the Parties, such as, but not limited to: (I) war, riots, revolutions, acts of piracy, sabotage, marine hazards, embargo; (II) natural disasters, such as hurricanes, cyclones, earthquakes, tidal waves, floods, destruction by lightning, without the requirement that such events be declared a natural disaster; (III) explosions, fire or destruction of tanks, pipelines, refineries, terminals or any other facilities necessary for the supply, storage or delivery of the Products delivered on the vessel (IV)boycotts, strikes, labor or economic disputes of any kind, labor slowdowns, occupations or blockades of plants/refineries, premises, terminals, ports, carriers or highways of any kind which affect the performance hereof; (V) any restriction, reduction or discontinuance of supply of the Product resulting from (a)the Seller's sources of supply, (b) a change in the specification of the Product or (c) the Seller's suppliers (provided that such sources of supply shall be sources of supply for the purposes of the Contract); (VI) the compliance with any new law, regulation, order or any order, request or decision notified by any national, international, port or transport authority or any body or person purporting to act on behalf of such authorities or entities or any entity directly or indirectly under the control of any of them. Neither Party may rely on the occurrence of an event of Force Majeure to justify any default or delay in payment. The Party invoking Force Majeure shall inform the other Party in writing as soon as possible. In the case of an event of Force Majeure, the Parties shall be released from their contractual obligations within the limit of the effects and for the duration of such event. The Buyer shall then be entitled to purchase the quantities not delivered due to the implementation of this article from other suppliers, but the Seller shall not be liable for any additional costs incurred by the Buyer. However, the Buyer shall in no event be relieved of its obligation to pay for the Products actually delivered. For the avoidance of doubt, it is understood that the obligation of either party to pay a debt in the agreed currency shall in no way constitute an event of force majeure under this Article 14. Any party affected by an event of force majeure under this Article 14 shall give prompt notice to the other party of the details and estimated extent of such event. If the duration of this impediment exceeds thirty (30) consecutive days after the date of notification, the Contract may be terminated at the request of one of the Parties by a registered letter with an acknowledgement of receipt sent to the other Party, without any compensation being claimed by either Party. 15. Protection of the environment In the event of accidental leakage, spillage or release of Product, (Pollution) during a delivery, the Buyer shall take reasonable measures to contain and/or limit the effects of such Pollution. However, notwithstanding the cause of such Pollution, the Seller shall be entitled, upon notice to the Buyer, its employees, or the agent of the bunkered vessel, to take such measures itself, either in cooperation with the Buyer or alone, and to incur the associated expenses (using its own means or subcontracting to third parties) in order to do what is necessary to recover the spilled Product and to limit the effects of such Pollution. In the case in which the Seller has elected to take its own action to recover the spilled Product and mitigate the effects of the Pollution, the Buyer agrees to cooperate and provide such assistance as the Seller may require in any action taken. Any damages, costs, expenses, penalties resulting from the spreading of Product or Pollution caused by the Product shall be paid by the party who caused or contributed to such Pollution by negligent act or omission. In the case that both parties acted negligently, the costs and expenses associated with measures taken to mitigate the Pollution shall be divided between the two parties in proportion to their respective level of negligence or culpability. The Buyer also agrees to provide the Seller with any documentation or information related to any Pollution or prevention program requested by the Seller or required by law or other regulation applicable at the time and place of the Seller's delivery of the Product to the Buyer. 16. Governing Law and Jurisdiction (a) Unless the parties have agreed otherwise in writing, these GTC shall be governed by French law. (b) Any dispute related to the formation, interpretation, performance and/or termination of the Contract shall be subject to the exclusive jurisdiction of the Courts of Paris. (c) Neither the Convention relating to a Uniform Law on the International Sale of Goods (ULIS) nor the United Nations Convention on Contracts for the International Sale of Goods 1980 (CISG) shall apply. 17. Confidentiality and protection of personal data The Buyer acknowledges and agrees that the terms and conditions of sale of "Marine Fuels" agreed upon between the Buyer and the Seller are confidential, as is all non-public, financial and business information relating to this Agreement that the Buyer may receive as a party to this Agreement ("Confidential Information").the Buyer agrees to keep the Confidential Information strictly secret and not to disclose it or make it available to third parties including intermediaries and other brokers, and/or index publishing agencies such as "Platts", "Petroleum Argus" or "Bunkerworld". The Buyer shall use and disclose Confidential Information solely for the purpose of performing this Agreement or to satisfy any legal obligation or financial disclosure requirement. Any information or data provided by the Buyer may be processed for the purposes of - among others - improving the quality of service, maintaining the Buyer's accounts and records, preparing invoices and ensuring the supply of products. Such information and data may be transmitted, communicated to or otherwise obtained by any Affiliate of the Seller, some of which may be located outside the European Union. Under applicable law, the Buyer may access and correct its personal data by writing to the Seller. Seller may at any time make inquiries in connection with the Buyer to third parties, including but not limited to banks or credit rating agencies. As used in this Section, the term "Buyer" means (without limitation) any partner, director, employee, agent, or officer of the Buyer whose personal data is provided to Seller and/or its Affiliates in connection with its relationship with the Buyer. 18. Anti-Corruption, Anti-Money Laundering and Anti-Trafficking (a) In connection with the Contract, its performance and, more generally, any transaction related to its implementation, Buyer warrants that it is acting, and will continue to act, in compliance with all applicable French laws and/or regulations regarding influence peddling and money laundering as defined in Articles 324-1 et seq., 433-1 et seq., 435-1 et seq. and 445-1 et seq. of the French Penal Code, which provisions the Buyer acknowledges being fully aware of, both for itself and for the employees involved in the performance of the Contract. (b) In accordance with these regulations, the Buyer covenants and warrants that neither it nor any of its officers, directors, managers, employees or any third party acting in its name and/or on its behalf has made, proposed, promised to make or authorized or will make, propose, promise to make or authorize any payment or benefit whatsoever, directly or indirectly to: (I) any Official; (II) any director, officer, or employee of Atlantic Energy;(III) any political party, member of a political party, or candidate for public office;(IV) any agent or intermediary for the payment or provision of any benefit of any kind to any of the persons/entities referred to in this section; (V) or any other person or entity for the purpose of influencing and/or obtaining decisions and/or actions within the competence of a public entity with a view to concluding or retaining a contract, where such payment or advantage would violate or be contrary to the anti-corruption provisions of the laws of France (c) The word "Official" means any minister, secretary of state, member of parliament, manager, consultant or any person of whatever title or function who is employed or works in any government, ministry, public or governmental agency, state political body, public enterprise or enterprise which the State or any assimilated government controls or in which the State or any assimilated government has a controlling interest and/or in any public international organization. (d) The Seller shall have the right to terminate the Contract at any time with immediate effect if the Buyer commits acts of bribery, influence peddling or money laundering or if the Seller has sufficiently serious and corroborative evidence to suggest that the Buyer has committed such acts. 19. Miscellaneous (a) The failure of a Party to exercise any right or rights under the Contract or to exercise them partially shall not constitute a waiver of said rights generally, whether under the Contract or by law, and shall not require a Party to await the occurrence or recurrence of any similar or other event giving rise to the exercise of said rights. (b) These General Conditions of Sale may be drafted in English for the convenience of the Buyer. In this case, and in case of conflict between the terms contained in the different versions, the French version shall prevail. (c) The invalidity or unenforceability of any provision of the Agreement shall not invalidate the remaining provisions, which shall remain in full force and effect. However, the Parties may, if necessary by mutual agreement, agree to replace the invalidated provision(s). (d) As this Contract is concluded intuitu personae by the Seller, it may not be assigned or transferred by the Buyer without the Seller's prior written consent. However, in the case in which the Seller should substitute any legal entity in the performance of its obligations, in particular as a result of the sale, rental, transformation or leasing, or management of its business in any form whatsoever, this Contract shall be automatically transferred to this legal entity, without the Buyer, who shall be informed by letter, being able to object to this. (e) Tolerance: the Seller's right to enforce strict performance shall apply notwithstanding any prior waiver or conduct which shall not be deemed to be once and for all acquired. Likewise, all remedies and rights are cumulative and the election of one remedy shall not be construed as a waiver of another. Any failure or delay by either party to enforce at any time any of its rights under these T&Cs or to require performance by the other party of any of its obligations under these T&Cs shall not be construed as a waiver of said rights and obligations, unless said waiver is confirmed in writing. (f) Consequential Damages: No claim shall be made for indirect, special, punitive, exemplary, consequential or incidental damages, or the actual or anticipated loss of any profits, savings or contracts or for economic or financial loss. (g) Warranty of Performance: These Terms and Conditions contain no warranty, express or implied, regarding the quality of activities and services provided by the Seller's employees in connection with the supply of the Products. (h) Entire Agreement and Modifications: These Terms and Conditions of Sale, together with any applicable term agreement (referred to as the Special Terms and Conditions), constitute the entire agreement between the parties with respect to the subject matter hereof and there are no representations or agreements, written or oral, which are not included herein unless otherwise agreed to in writing by the Seller. Any modification of any kind shall be ineffective unless made in writing, signed by duly authorized representatives of both parties. No modification or change shall be made in any documents, orders, confirmations, etc. issued by the Buyer. The headings and arrangement of the sections of this Agreement shall not affect the interpretation of the provisions of this Agreement. (i) Independence of Sections: Each section of these GTC is independent and severable and shall not, in the event of its invalidation, affect the construction or validity of any other section of these GTC or of any applicable term contract (referred to as the Special Conditions) (j) Agent/Agent: If an order is placed by an agent on behalf of the Buyer, such agent shall be liable not only as an agent but also for all obligations of the Buyer hereunder (k) Principal/Broker: Where sales are made through an intermediary or broker, commissions may be paid by the Seller to such intermediary or broker. Any commission payable by the Seller shall be paid only after payment in full of any amount due from the Buyer. (l) Accuracy of Statements: All administrative, accounting and financial records furnished in performance of this Agreement shall be true, complete and in accordance with regulations. m) Alcohol and Drugs: This clause shall apply to the extent that the Buyer's employees, agents, consultants and subcontractors are required to work at any of the Seller's sites. The Buyer agrees that its employees, agents, consultants and subcontractors shall not perform any work or services while under the influence of alcohol or drugs while on the Seller's premises. The Buyer, its employees, agents, consultants and subcontractors shall not have, possess, consume, distribute or sell any drugs or alcohol on the premises, facilities or work sites or while working on the site and/or on behalf of the Seller. The Buyer agrees to adopt and enforce its own Alcohol and Drug Policy including the rules defined above, to ensure that there are no drugs or alcohol on the premises while working hereunder. In case of failure of any of its employees, agents, consultants or subcontractors to comply with this Alcohol and Drug policy, the Buyer shall replace such employee, agent, consultant or subcontractor with an equivalent person, without additional cost or delay to the Seller. The Buyer shall comply with all applicable laws and regulations regarding alcohol and drug use. (n) Cessation of Supply: the Seller may at any time cease, or cause to be ceased, the sale of "marine fuel" at any port without liability on its part. However, if the Seller is required to sell or cause to be sold another type of marine fuel of comparable quality at the same port, such product shall be substituted for the discontinued product. The sale of such new product shall be at the price at which the sale was discontinued and shall remain subject to the provisions hereof. (o) Trademark: the Buyer is not authorized to use the trademarks of the Seller and/or its Affiliates (including the words "Atlantic Energy" and/or "AE") except as expressly authorized by the Seller and in the manner specified by the Seller. (n) Cessation of Supply: the Seller may at any time cease, or cause to be ceased, the sale of "Marine Fuel" at any port without liability on its part. However, if the Seller is required to sell or cause to be sold another type of "marine fuel" of comparable quality at the same port, such product shall be substituted for the product ceased to be sold. The sale of such new product shall be at the price at which the sale was discontinued and shall remain subject to the provisions hereof. (o) Trademark: Buyer is not authorized to use the trademarks of Seller and/or its Affiliates (including the words "Atlantic Energy" and/or "AE") except as expressly authorized by Seller and in the manner specified by Seller. (p) "Reach": where applicable, the Seller represents that it is aware of the European REACH Regulation (1907/2006/EC) and undertakes to comply with it. The Seller represents and warrants that all substances contained in the "Marine Fuels" it sells, regardless of their origin ,and which are subject to registration under the REACH regulation, have been duly (pre-)registered. Upon request, the Seller shall provide all relevant documentation. © Atlantic Energy – 2021 – Legal Notice – Terms of Sales Our site uses cookies Cookies only allow us to measure site activity. Legal Notice I get it !