Roins Co., Ltd. Terms and Conditions for Sale of Marine Fuels

Unless otherwise agreed to in writing, the following terms and conditions shall be applied to all sales of marine fuels between Roins Co., Ltd. (hereinafter “Seller”) and any Buyer of marine fuels (hereinafter “Buyer”)

1. Quantity

Seller shall deliver such quantity(ies) of bunker fuels, and/or intermediate bunker fuel, and/or marine diesel and/or gas oil (hereinafter individually and collectively “Marine Fuels”) as is indicated in Seller’s confirmation of Buyer’s order. The Seller’s obligation to supply Marine Fuels may be subject to availability of Marine Fuels, requested delivery date, and location. Base unit of quantity is MT (Metric Ton) but can be adjusted to KL (Kilo Liter) or BBL (Barrel) should Buyer request in advance.

2. Quality

• (a)The general quality of Marine Fuels offered complies with the regulation of ISO and the particular grade(s) offered shall be the available Marine Fuels of Seller’s at the time and place of delivery.
• (b)The selection and acceptance of a particular grade of Marine Fuels, including determination of compatibility with other marine fuel already on board Buyer’s vessel, shall be Buyer’s responsibility after Marine Fuels are supplied.
• (c)ANY IMPLIED CONDITIONS AND WARRANTIES (INCLUDING WITHOUT LIMITATION, ANY CONDITION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE) AND AGREEMENTS WHATSOEVER (WHETHER STATUTORY OR OTHERWISE) ARE HEREBY EXPRESSLY EXCLUDED AND EXTINGUISHED.

3. Price

• (a)The price for Marine Fuels shall be such price as agreed by contract, telephone, e-mail or facsimile quotation and as set out in Seller’s confirmation of Buyer’s order. Unless otherwise agreed by Seller, the price shall not change until the actual delivery date.
• (b)In the event that delivery does not take place at the agreed location or during the delivery date range, Seller shall have the right to adjust the price to take account of the change of location and/or any market fluctuations since acceptance of the order.
• (c)Base price shall be stated in MT (Metric Ton) but can be adjusted to KL (Kilo Liter) or BBL (Barrel) should Buyer request.

4. Payment and Financial Responsibility

• (a)Base Terms and Conditions for Marine Fuels are “net cash-no discount.” Unless otherwise expressly agreed by Seller, payment of all sums due in respect of Marine Fuels delivered hereunder shall be made in full to Seller, without any offset, deduction or counterclaims whatsoever, against Seller’s invoice, telegraphic report or other notice of funds immediately available to Seller. Seller’s invoice may be based upon telegraphic advice of delivery details in lieu of delivery documents. Payment shall not be conditioned upon Buyer’s receipt of delivery documents.
• (b)Payment shall be made at Seller’s designated bank account.
• (c)Should there be additional agreement by Seller, payment shall be credited to the Seller’s account for value not later than the due date which shall be the 30th calendar day after the date of completion of delivery unless otherwise agreed by Seller. If the due date falls on a Saturday, Sunday or public holidays, payment shall be made so as to reach Seller’s designated bank account not later than the last banking day prior to the due date.
• (d)In the event that all or part of the payment is not made on or before the due date, the balance outstanding shall bear interest from and exclusive of the due date until the date payment is received by Seller, at a rate of 1.5% per month or any part thereof.
• (e)Notwithstanding the foregoing, at any time and from time to time, Seller may, if Seller considers that it would be inadvisable to make deliveries to Buyer on credit, request that Buyer pay cash in advance or put up security acceptable to Seller and in such event until Seller is satisfied that Buyer has fully complied with the Seller’s request, Seller shall be under no obligation to make or arrange for the making of any delivery hereunder. Should delivery take place without the payment of cash or position of security in advance, contrary to Seller’s request, the due date may change to the date of completion of delivery.

5. Deliveries

• (a)Deliveries shall be made at Seller’s option into Buyer’s vessel or barge at a terminal of Seller or into Buyer’s vessel via Seller’s barge where barging facilities satisfactory to Seller are available to Seller.
• (b)Buyer shall give Seller notice at least 3 days prior to the estimated delivery date of the estimated quantity(ies) and grade(s) of Marine Fuels required together with the location and method of delivery and any other relevant data. Buyer’s locally appointed agent shall give Seller at least 48 hours’ notice exclusive of Saturdays, Sundays and public holidays (unless otherwise agreed to by Seller) of the exact time and location and method of supply that is required together with confirmation of the quantity(ies) of the grade(s) of Marine Fuels ordered. Notwithstanding the foregoing, Buyer shall be liable for any cost and expense incurred by Seller resulting from the failure of Buyer to take delivery of or rejecting in part or in full the quantity of Marine Fuels ordered by Buyer and accepted by Seller.
• (c)A notice under Clause 5 above may become invalid if the estimated arrival date give in it is later than 3 calendar days beyond the delivery date and shall be deemed cancelled if vessel has not arrived within 3 calendar days after the said estimated arrival date.
• (d)Deliveries need not be made whenever, in Seller’s opinion, a clear and safe berth for Seller’s barge is not available. Delivery is deemed complete and title and risk of loss is deemed to have passed to Buyer at the point at which the Marine Fuels pass the flange connecting the permanent loading connection of Buyer’s vessel. Seller shall not be liable to Buyer for any loss or demurrage due directly or indirectly to weather (whether or not unusual), congestion of the port, prior commitments of available barges or any force majeure contingency (as defined in Cause 11).
• (e)Deliveries shall otherwise be on terms customary in the trade.

6. Samples

With respect to the quality of Marine Fuels supplied, a sample(s) shall be drawn at the time of pumping in accordance with the customary method at the port of supply. The sample(s) shall be conclusively deemed to be representative of the quality of the Marine Fuels supplied to the received vessel (of Buyer). Samples are to be extracted under the supervision of both representatives of Buyer’s receiving vessel and Supplier’s vessel and a total of 3 extracted samples are to be kept by each party. Extracted samples are to be in possession of Seller for upto 1 month and shall be disposed afterwards. In the event of a claim by the Buyer, the sample(s) of Seller’s vessel shall be tested and analyzed by an independent surveyor appointed by mutual agreement. However, the survey fees shall be paid by the Buyer if the result of sample testing and analysis complies with the regulations of ISO and the tested samples are on-specification.

7. Cancellation

• (a)If the buyer cancels the order for any reason after the seller's order confirmation, the cancellation fee shall be charged as follows.
  • (i)If the difference between the buyer's order price and the market price at the time of cancellation of the contract is less than $10, a cancellation cost of US$10 per ton shall be charged to the buyer's order quantity.
  • (ii)If the price difference between the buyer's order price and the market price at the time of contract cancellation more than or equal to 10$, the cancellation fee will be calculated by multiplying the quantity of the order by the difference between the buyer's order price and the market price at the time of cancellation.
  • (iii)In case of cancellation, actual expenses, tank terminal costs, and other inidental expenses incurred will be charged.

8. Claims

• (a)The buyer may submit a claim to the Seller with respect to the quantity or quality of the Marine Fuels supplied if Buyer’s claim is submitted to the Seller in writing within 10 days after the date of delivery of the Marine Fuels. Density of supplied Marine Fuels may fluctuate +-0.05% from the stated figure.
• (b)It is the duty of the Buyer to take all reasonable actions, including retention and burning of fuel, to eliminate or minimize any damages or costs associated with off-specification of Seller’s Marine Fuels. To this end Buyer shall cooperate with the Seller in achieving the most rational solution. In any event Seller’s obligation hereunder shall not exceed the price of that portion of the product sold hereunder on which liability is asserted. No liability will be borne by Seller for any indirect, special, incidental or consequential damages.

9. Force Majeure and Contingencies

• (a)Seller shall not be in breach of its obligations hereunder to the extent that performance is prevented, delayed or made more expensive to Seller, as a result of force majeure as bad weather conditions and contingency as following (without limitation to the generality of the foregoing).
• (b)For additional costs incurred due to bad weather conditions as such, Seller may,
  • (i)reduce the quantity of delivery and reschedule the delivery date, or
  • (ii)perform the contract at an increased price (which includes the increase in cost to the Seller) payable by Buyer, or
  • (iii)reassess the contract or withdraw from the contract without further obligation to Buyer.

10. Environmental Protection

If a spill occurs while Marine Fuels are being delivered, Buyer shall promptly take such action as is reasonably necessary to remove the spilled Marine Fuels and mitigate the effects of such spills. Seller is hereby authorized, at its option and at the expense of Buyer, to take such measures and incur such expenses (whether by employing its own resources or by contracting the others) as are reasonably necessary in the judgement of Seller to remove the spilled Marine Fuels and mitigate the effects of such spills. Buyer shall cooperate and render such assistance as is required by Seller in the course of such action. All expense, claims, loss, damage, liability and penalties arising from spills shall be borne by the party that caused the spill. If both parties are at fault, all expense, claims, loss, damage, liability and penalties shall be divided between the parties in accordance with the prospective degree of fault. Buyer shall give Seller, as soon as possible, all documents and other information concerning any spill, or any program for prevention thereof, as may be required by Seller, or as required by law or regulation applicable at the time and place of delivery.

11. Arbitration of Disputes

Any civil and criminal affairs that occurred during the execution of this agreement shall be settled in accordance with the laws of Seller’s country, South Korea.