1.1  “Seller” shall mean BC PETROENERGY DMCC

1.2  Buyer” shall mean and include Vessel Owner, Operator, or Charterer, Disponent Owner, Demise Charterer, Agent, Technical Manager or such other Party and agent, who places an Order for the supply of Marine Fuel, including the Party on whose behalf such Order was placed.

1.3  “Sale Agreement” shall mean contract concluded between the Buyer and Seller for supply of Marine Fuel on terms as appearing in the Confirmation Note issued by the Seller.

1.4  “Marine Fuel” shall mean the specification of Marine Fuel supplied as per Seller’s price quotation.

1.5  “Delivery date” shall mean the date or range of date nominated by the Buyer for delivery of  Marine Fuel to the Vessel and is accepted by the Seller.

1.6  “Bunker Delivery Note or Bunker Delivery Receipt” shall mean the document prepared by the Seller or physical supplier or any party on behalf of the Seller and counter signed by the Buyers/ Vessel’s representative upon delivery of Marine Fuel to the Vessel (by barge, pipeline or road tanker) confirming the quantity and other details of Marine Fuel supplied to the Vessel.

1.7  “Physical Supplier” shall mean the party that supplies the Marine Fuel on behalf of the Seller.

1.8  “Fuel Barge Contractor” shall mean the party owning or operating the barge supplying Marine Fuel to the Vessel

1.9  “Vessel” in relation to a Sale Agreement shall mean the Vessel to which the Marine Fuel is contracted to be supplied as stated in the Price Quotation.

1.10  “Prohibition of Lien clause” means a clause in the Vessel’s charter party contract or any other contract relating to the hire / use of the Vessel, whereby the Buyer or his agents are prohibited from incurring a lien or charge in any form or manner over the Vessel for supply of Marine Fuels.

1.11  “Request for Quotation / RFQ” shall mean the Buyer’s initial request for price quotation from the Seller.

1.12  “Price Quotation” shall mean the price quote provided by the Seller to the Buyer for supply of Marine fuel.

1.13  “Buyer’s Confirmation” shall mean written acceptance of the price quotation provided by the Buyer to the Seller.

1.14  “Confirmation Note” shall mean the Seller’s confirmation of supply of Marine Fuel on the terms and conditions mentioned herein and shall be the Agreement for supply of Marine Fuel.

2.1  Buyer shall provide the following details in their request for quotation (“RFQ”) to the Seller:

• • The name and IMO number of the vessel.
  • Full name and style of the Buyer and their status vis-à-vis the Vessel (owner/ time charterer/ manager).
  • The Delivery Date at the specified
  • The quantity and grade of Marine Fuel to be delivered
  • The mode of delivery (i.e., into Buyer’s vessel at terminal or by fuel barge)
  • Existence of Prohibition of Lien clause in the Buyer’s contract for the Vessel.

2.2  Upon receiving Buyer’s RFQ, the Seller shall provide a price quotation (“Price Quotation’) for supply of Marine Fuel , which shall be state all applicable taxes, duties, port charges, and delivery fees as of the date of quotation. The supply of Marine Fuels by the Seller shall be subject to these STC and shall stand automatically incorporated in the price quotation, including the Arbitration/ disputes resolution clause herein. The Seller’s STC shall supersede and prevail over any terms incorporated or applicable under the Buyer’s RFQ.

2.3  Such quotation shall be valid only till the time stated in the price quotation (“validity period”) and for delivery on the delivery date and to the Vessel as stated in the Price Quotation (“accepted delivery date”), subject to confirmation by the Buyer within the validity period (“Buyer’s confirmation”).

2.4  A firm agreement shall be concluded between the Buyer and the Seller for supply of Marine Fuel only upon confirmation of the supply in writing by the Seller to the Buyer i.e. a “Confirmation Note” recapitulating the terms of the supply and shall be deemed to be Sale Agreement for supply of Marine Fuels. These STC shall be incorporated automatically in the Confirmation note/ Sale Agreement along with the Arbitration/ Disputes Resolution clause therein for supply of Marine Fuels between the Buyer and the Seller.

2.5  The price shall be quoted in United States Dollars. If the Buyer does not confirm / accept the offer as per the Seller’s price quotation within the validity period, such price quotation shall lapse, and any supply thereafter shall be made only upon issuance of a new price quotation by the Seller.

2.6   The Buyer shall pay price for Marine Fuel as per Seller’s Confirmation Note. The Buyer shall be liable to pay any additional charges imposed by law, such as taxes, levies, or duties introduced or amended after the date of order confirmation and before the supply of the product. The purchase price shall include the cost of the Marine Fuel along with all taxes, levies, duties, transportation/ barging costs and such other charges as stated in the Confirmation Note or that may become due under this Agreement “Purchase price”. Barge rates provided to Buyer on Buyer’s account are based upon normal barge availability. In the event that these facilities are fully committed, other barges, if available, will be engaged at such rates as are applicable.

2.7   The Seller, in his discretion, may supply Marine Fuel on the basis of advance payment or against payment of cash. The Seller may offer such credit to the Buyer as may be agreed in the price quotation provided by the Buyer. In the event credit is offered to the Buyer for payment of the purchase price on the basis of the Buyer’s representation of absence of “prohibition of lien clause” or any similar clause, and such representation is found to be false, the Seller shall be entitled to cancel the credit offered to the Buyer, without any notice to the Buyer. The Seller may agree to supply the Marine Fuel only upon receipt of advance payment for such supplies. The Seller shall not be liable for any delay/ breach for failure to supply on this ground.

2.8   If the Buyer cancels the supply for withdrawal of the credit offered to the Buyer by the Seller , Cancellation charges as per clause 6 shall apply

3.1  Marine fuels to be supplied shall be the quality offered generally by Seller at the time and place of delivery for the particular grade or grades ordered by Buyer in accordance with applicable MARPOL Regulations 73/78 and ISO 8217.

3.2  Buyer shall have the  sole responsibility and liability for selection of the proper grade or grades of marine fuels for use in   the nominated vessel.

3.3  The Marine Fuel supplied shall be accompanied by a Certificate of Analysis confirming the grade of Marine Fuel supplied.

3.4  The Seller makes no representations or warranties, express or implied, regarding the merchantability or fitness for a particular purpose of the marine fuels sold under this Agreement. The Buyer acknowledges that the marine fuels are sold “as is” and that the Seller shall not be liable for any defects, deficiencies, or unsatisfactory performance of the marine fuels, except as specifically provided for in this Agreement

4.1  The Seller shall arrange for a representative sample of each grade of Marine Fuel to be drawn throughout the entire bunkering operation and that sample shall be thoroughly mixed and carefully divided into four (4) identical samples of 1 liter quantity each. The sampling shall be performed in the presence of both the Sellers and the Buyers or their respective representatives. The absence of the Buyers or their representatives shall not prejudice the validity of the samples taken.

4.2  The four (4) samples referred to in sub clause 4.1 shall be securely sealed and provided with labels showing inter alia the Vessel’s name, identity of delivery facility, product name, delivery date, and place and point of sampling and seal number, authenticated with the Vessel’s stamp and signed by the Seller’s representative and the Master of the Vessel or his authorized representative.

4.3  Two (2) samples shall be retained by the Seller for minimum thirty days (30) days after delivery of the Marine Fuel(s) to the Vessel or, on being requested in writing by the Buyers, for as long as the Buyers may reasonably require, and the remaining two (2) samples shall be handed over to the Vessel.

4.4  If the quantity is delivered by more than one Barge, the sampling procedure shall be repeated for supply from every barge as outlined in this Clause 4.

5.1  The Buyers shall, not less than (04) three working days prior to the vessel’s readiness to receive delivery, give Seller consecutive written notices of 96/72/48/24/12/6 hours for the exact delivery date and tentative time on such date. The Buyer’s obligation to provide notices as contemplated under clause 5.1 shall be deemed to be a condition of this contract.

5.2  If Seller is, on behalf of Buyer, requested to make any arrangements with and secure any permission of port authorities prior to making delivery in addition to and over the general scope of the Seller’s obligation herein, an appropriate and early notice from Buyer is required in writing and the Buyer shall reimburse such costs to the Seller and the Seller shall be indemnified by the Buyer to that extent.

5.3  If the Buyer fails to issue notice under clause 5.1, the Seller shall not be in breach of the Agreement and the Seller, may at their discretion, terminate the Agreement with the Buyer and claim damages.

5.4  Buyers shall apply for and obtain necessary permissions, approval from relevant authorities at the port of delivery for receiving the Marine Fuels and carrying out the said operation.

5.5  In the event the Vessel does not arrive within the delivery date, the Seller may revise the price and the supply of Marine Fuel shall be subject to confirmation of such revised price quotation provided by the Buyer.

5.6  Where delivery is required during the time other than regular business hours, Buyer shall pay all overtime and extra expenses incurred by Seller or its agents or contractors as per Seller’s invoice.

5.7  If the Buyer anticipates any delay in readiness of the Vessel to accept the Marine Fuel contracted to be supplied, the Buyer may provide a proposed revised delivery date. It shall be Seller’s discretion to accept the proposed revised delivery date, subject to change in price quotation and acceptance thereof by the Seller. If the Buyer accepts the revised price quotation, such proposed revised delivery date shall be the accepted revised date of delivery of Marine Fuel to the Buyer (the “Revised Delivery Date”). If the Buyer refuses to accept the revised price quotation, Seller shall have the right to cancel the order without any further obligation or liability on the part of Seller. A revised confirmation note shall be issued by the Seller upon confirmation from the Buyer, which shall replace and supersede the initial confirmation note issued by the Seller.

5.8  Where lighterage is to be conducted, lighterage charges shall be on the account of Lighterage will be charged on the quantity delivered to the Buyer’s vessel in accordance with the rates and charges of the fuel barge contractor. Deliveries of light diesel, gas oil and other grade of marine fuel on two or more barges will be subject to separate charges.

5.9  Seller shall not be liable for demurrage or for loss, damage or expense of any nature whatsoever incurred by Buyer due to any delay in delivery, or failure to make delivery of marine fuels occasioned by the fuel barge contractor. Seller further shall not be liable for demurrage, loss, damage or expense incurred on account of delay by Buyer or attributable to the Buyer. In any situation not included above, Seller shall not be liable for delay in delivery, or failure to make delivery, of marine fuels unless Buyer proves that the delay or failure was solely caused by gross negligence on the part of the In any case, damages recoverable from Seller for delay in delivery or failure to make delivery shall be limited to direct damages for additional time in port and shall not include any consequential damages whatsoever, including, without limitation thereto, detention, demurrage, charter hire, crew wages, towage, pilotage, lost profits, barge delivery charges and increased costs or expenses in obtaining replacement fuel.

5.10  Marine fuel is delivered hereunder not only on the credit of Buyer but also on credit of the vessel receiving delivery of marine fuel, and Buyer warrants that Seller will have a maritime lien against the receiving vessel for the amount of the purchase price of said marine fuel together with all delivery and other charges forming part of the agreement of sale. All associated costs to recover the unpaid bills will be solely on the buyer ordering the fuel.

5.11  The Seller shall not be liable to deliver to the Buyer if the Buyer’s vessel, in Seller’s opinion, does not have clear and safe berth, or when, for any other reason, delivery would, in Seller’s opinion, be unsafe or unadvisable.

6.1  Notwithstanding anything to the contrary in any agreement between the Buyer and the Seller, the Seller shall have the option to immediately cancel the agreement in full or in part, or to store the Marine Fuel in whole or in part for the account and risk of the Buyer and to charge the Buyer the expenses thereby incurred, or to hold the Buyer fully to the agreement, or take any other measures which the Seller deems appropriate, without prejudice to its rights of indemnification, without any liability of the Seller, in any (but not limited to) one of the following cases:

6.1.1  If the Buyer, for whatever reason, fails to accept the Marine Fuel in part or in full at the place and time designated for delivery;

6.1.2  If the Buyer fails in part or in full to comply with its obligations to pay any amount due to the Seller and/or provide security as set out herein;

6.1.3  If, before the date of delivery, it appears in the opinion of the Seller that the financial position of the Buyer entails a risk for the Seller, any act being done or event occurring which, under the applicable law thereof, has a substantially similar effect to any of the said acts or events described above.

6.2  Buyer’s Cancellation or Failure to Take Delivery

6.2.1  If the Buyer cancels or fails, in whole or in part, to take delivery of the Marine Fuels as specified in the Nomination and/or Confirmation Agreement within the agreed delivery period, for any reason other than a Force Majeure event, the Seller shall have the option to terminate the Contract and  Buyer shall be liable to pay the Seller:

6.2.2   A cancellation fee equal to the greater of:

6.2.2.1  USD $5 (Five United States Dollars) per Metric Ton or the equivalent amount in the transaction currency specified in Confirmation Note; and

6.2.2.2  In addition to the amount mentioned above, at the discretion of the Seller, all losses, costs, and liabilities incurred by the Seller as a result of the cancellation or failure to take full delivery, including but not limited to:

• • Any cost or penalty that may be imposed by the physical supplier.

  • The price difference between the agreed price in the Confirmation Agreement and the market price at the delivery port on the date of cancellation or failure.

  • Losses, costs, and damages related to terminating, liquidating, obtaining, or re-establishing any hedging arrangement or related trading position.

  • Costs incurred to sell the fuel to a third party.

  • Storage charges.

  • Pump-back fees.

  • Port dues and any other expenses incurred in connection with the cancellation.

  • Refund of taxes, duties that may be applicable

6.2.3  The parties acknowledge and mutually agree that above components constitute a fair, reasonable and equitable estimate of the losses incurred by the Seller as a result of the Buyer’s cancellation. The Seller is under no obligation to provide any evidence or documentation of the losses or costs incurred due to the Buyer’s cancellation or failure to take full delivery.

6.2.4  Upon cancellation, the price of the Marine Fuels shall be determined solely at the Seller’s discretion, based on prevailing market conditions and other relevant factors.

7.1  Delivery shall be deemed completed and risk for the Marine Fuel shall pass to Buyer at the permanent intake connection of Buyer`s vessel

7.2  At either location, pumping shall be performed under the direction of Buyer or Buyer`s vessel personnel.

7.3  Title in the goods shall pass only upon receipt of complete purchase price from the Buyer.

7.4  In the event that the Marine Fuel is mixed with other Marine Fuel(s) onboard the Vessel, the Vessel/Buyer shall be deemed to have granted the Seller a lien over such part of the mixed Marine Fuel(s) as corresponds to the quantity or net value of Marine Fuel delivered. The Buyer further warrants to the Seller that it (the Buyer) is duly authorized by the Vessel and or the Owners to grant a lien over the Marine Fuel to the Buyer.

7.5  In the event the Marine Fuel, has been consumed by the Vessel in whole or in part or can no longer be identified or distinguished as the Marine Fuel supplied by the Seller, the Seller shall have the right without prior notice to attach the Vessel and/or any sister ship and/or any other assets of the Owner of the Vessel or the Buyer wherever situate without prior notice as security for all the Seller’s claim(s) against the Vessel/Buyer.

8.1  The quantity of fuels delivered shall be determined by measurements of shore tanks or gauges at the point of delivery at berth or anchorage by TT/ Barge, at Seller’s sole option, and Buyer will be charged on the basis of the quantity derived from these measurements, regardless of amounts delivered by barge to Buyer’s vessel. Buyer has a right to have its representative present during measurement to verify same, but in the event no such representative attends, determination of quantity shall be made solely by Seller, and such determination shall be conclusive and final and binding on the Buyer.

8.2  Buyer agrees that there shall be a permissible tolerance of + / –  (5 ) Five percent in the supply quantity  made by the Seller.

9.1  Any claim by Buyer regarding shortage in quantity must be raised by means of Letter of Protest   signed by Master or Chief Engineer at the time of delivery itself. Seller shall not accept any remarks on the Bunker Delivery Receipt (BDR) / Bunker Delivery Note (BDN).  Any disclaimer or remarks made by the Buyer or his representative on the Bunker Delivery Note shall not affect the terms of this Agreement. The Supply of Marine Fuel shall be as per the terms of this contract. The quantity mentioned in the Bunker Delivery Note/ receipt shall be final, binding and conclusive.

9.2   Any claim by Buyer with respect to deficiency in quality of marine fuels delivered by Seller shall be made within 14 days from date of delivery to the Buyer’s vessel with documentary evidence in support of such claim, including sample of the Marine Fuel supplied by the Seller.

9.3  Buyer shall immediately give Seller all reasonable opportunity to inspect the vessel, including, without limitation, its engines, fuel tanks, equipment, logs, records and copies of communications, including communications between vessel and Buyer (and/or between vessel and owner or operator) as well as communications to and from fuel testing organizations consulted by Buyer or vessel interests.

9.4  Seller shall not be responsible for any claim arising from the commingling of marine fuel delivered by Seller with other fuel or substances aboard Buyer’s vessel or aboard the fuel barge.

9.5  The Buyer shall not withhold or set off payment of purchase price for any reason, including any dispute that may be raised under this Clause. The Buyer shall be in breach of its obligations under this Agreement if the Seller’s Invoices are not paid in  full and within the due date.

Marine fuels in Bond, when available to Seller, may be delivered, provided Buyer qualifies to receive such fuel. Buyer shall reimburse Seller for any tariff, tax, duty, penalty or other charges subsequently assessed for any reason, including the failure of Buyer to furnish the necessary qualifying proof within 30 days of delivery.

11.1  Payment by Buyer in U.S. Dollars, without discount, deduction or set off, withholding of any kind and shall be due upon receipt by Buyer or the vessel (or the vessel’s owner or operator) of written, telegraphic or other notification of quantities delivered and amounts due.

11.2  Seller may, at its option, grant credit to Buyer on the following terms:

11.2.1.1  Credit can only be granted if it is secured by a maritime lien on the vessel.

11.2.1.2  Buyer shall make full payment towards purchase price within agreed period mentioned in nominations.

11.2.1.3  Interest on Overdue Payments : If full payment is not received within the agreed period specified in the Nomination, the overdue amount shall accrue interest at a rate of 18% per annum/ 1.5% per month, or the maximum rate permitted by law, whichever is lower. Interest shall be calculated from the date of delivery or the due date as agreed in the Confirmation note until the Seller receives full payment.

11.2.1.4  Credit Withdrawal and Payment Terms : If credit has been extended to the Buyer, the Seller reserves the right to withdraw such credit at any time and for any reason. Upon withdrawal, the Buyer shall be required to make full payment either upon delivery or immediately upon demand.

11.2.1.5  If full payment is not received within the agreed period, or if credit is withdrawn and payment is not made upon demand, the Buyer shall be responsible for and indemnify the Seller all reasonable attorneys’ fees and collection costs incurred by the Seller in recovery of such payment from the Buyer.

11.2.1.6  If legal action is initiated, the Buyer shall be responsible for all court costs, in addition to reasonable attorneys’ fees and expenses. These charges, along with accrued interest, shall form part of the Seller’s maritime lien on the vessel.

11.2.1.7  If marine fuels are ordered by an agent, both the agent and the principal shall be fully and personally be bound by and liable for all obligations, as if the agent were the principal themselves. This applies whether the principal is disclosed or undisclosed, and regardless of whether the agent contracts as an agent only.

12.1  Seller contracts to supply marine fuel only upon the basis of the acceptance of liabilities as set forth below, unless otherwise negotiated by the parties and agreed to in writing. In no event shall Seller’s liability for any claim or claims arising under this contract related to a particular nomination exceed the value of the Invoice under which the dispute has arisen or the aggregate the sum of $100,000/-, whichever is lower. In any event, the Seller shall not be liable for any loss, damages, penalties, charges, liabilities to the Buyer unless the Buyer proves that the loss, damage, liability, penalty or charge was directly attributable to negligence of the Seller.

12.2  Seller shall not be liable for any loss, damage, expense or delay resulting from any force majeure situations as defined hereunder, strikes or labor difficulties whatsoever and wheresoever occurring or for stoppage or delay of work due to causes beyond its control. The Seller shall not be liable for failure to deliver Marine Fuel if the delivery is affected by economic, financial or trade sanctions imposed against the Buyer by any nation or authority.

12.3  Under no circumstances will Seller be liable for any consequential damages whatsoever including, without limitation delay, detention, demurrage, charter hire, crew wages, towage, pilotage, port or wharf charges, lost profits, barge delivery charges and increased costs or expenses for obtaining replacement fuel.

12.4  Seller shall be discharged from all liability in respect of  quantity unless claim is made immediately upon completion of delivery of Marine Fuel to the Vessel and in respect of quality of the Marine Fuel supplied, unless the claim is made in writing with the Seller within 14 days of delivery to the vessel and legal proceedings are commenced within one year after the Seller delivered the marine fuels.

Buyer shall indemnify and hold harmless Seller, the fuel barge contractor and their agents and employees from and against all claims, liabilities, damages, penalties, losses and expenses, including attorney’s fees, arising out of or resulting  from breach or non- performance of its obligations under this Agreement without any limitation, including  legal costs and attorney fees.

14.1  In the event of a spill during fueling, Buyer and the Vessel shall, at their own expense, immediately take what action is necessary to give prompt notice to the relevant government authorities and  shall effect cleanup. Failing prompt action, Buyer and the vessel authorize Seller and/or the fuel barge contractor to conduct and/or contract for such cleanup at Buyer’s and vessel’s expense.

14.2  Buyer warrants that the marine fuel purchased hereunder is for the operation of the receiving vessel only. Buyer shall hold Seller harmless as to any claims, expenses, losses, taxes or penalties arising from Buyer’s breach of this warranty, including  attorney fees.

14.3  Buyer warrants that the vessel fueled is in compliance with all national, state and local statutes, regulations and ordinances, including those requiring proof of financial ability in regard spills of oil and hazardous materials. Buyer shall hold Seller harmless as to any delays, claims, losses, expenses or penalties arising from breach by Buyer of this warranty, including attorney fees.

14.4  It is the responsibility of the Master to Notify the Seller of any conditions, difficulties, peculiarities, deficiencies or defects with respect to engines, boilers, fuel tanks, piping, navigation equipment, mooring lines, tackle, gear, and any other types of equipment, which might jeopardize or impose hazards, impediments or problems in connection with handling, mooring, unmooring or bunkering of the vessel. Buyer’s vessel will not be moored at wharf or alongside any other marine loading facilities, or a fuel barge brought alongside the Buyer’s vessel, unless said vessel is free of the aforesaid conditions, difficulties, peculiarities, deficiencies or defects.

15.1  Neither party shall be responsible for any loss, damage, delay or failure in performance under this Contract resulting from an act of God, or the port or area of delivery being affected by war, short supply of fuel by the physical supplier, sanctions imposed by any nation or authority which impedes or restricts performance of the obligations hereunder, civil commotion, riot, quarantine, strike, stoppage, labor disturbance, strike, lock-out, arrest, restraint of princes, rulers and people, piracy, acts of terrorism, compliance with a change, request, direction, order, regulation or law of any governmental authority or agent; shortage in raw material, marine or land transportation, manufacturing, blending or storage facilities for Bunker, whether in whole or in part from the Seller’s source of supply; war, civil war, insurrection, commotion or disturbance,  piracy, tumult, quarantine, arrest, restraint of princes, rulers or people (whether officially declared or not) affecting the port or place of delivery or access thereto; or the effect of adverse weather (including but not limited to hurricanes, typhoons, gales, storms, snow, sleet, hail, lightening, wind, waves, flooding and landslides), mechanical breakdown, breakdown of or damage to facilities, plant, terminal, equipment, machinery, bunkering barge or any other form of vessel or vehicle or, act of God; or any other cause whatsoever and howsoever arising which is beyond the reasonable control of the Sellers, its plant, terminal, vehicle and barge, whether or not foreseeable (“Force Majeure”) or any event whatsoever which is beyond the control of Seller and cannot be avoided or guarded against the exercise of ordinary care.

15.2  In the event that performance is prevented or delayed Force Majeure, the Seller may cease or reduce deliveries in any manner as it may determine in its sole discretion. Nothing in the provision shall be deemed to excuse Buyer from its obligation to make payments for Marine Fuel delivered.

15.3  The Seller reserves the right to change the price charged for any Marine Fuels if there is any change in the costs incurred or to be incurred by the Seller in making the relevant supply due to factors which constitute a Force Majeure event.

15.4  In the event Seller’s capacity to perform becomes impracticable or impossible for any reason, including, but not limited to, a request, requisition, order by any official government or regulatory body relating to supplies, priorities, rationing or allocations of Marine Fuel binding upon the Seller, Seller may reduce or stop deliveries in such a manner as it may in its sole discretion determine and shall be relieved of its obligation to perform hereunder.

Any implied warranties whatsoever, whether statutory or otherwise, including the warranties of merchantability and fitness for a particular purpose or of condition and any oral or implied agreements inconsistent with this Agreement are expressly excluded and disclaimed.

This Agreement shall be governed and construed in accordance with English Law. The Maritime Laws of the United States shall apply to any determination of the existence of a maritime lien, regardless of the country in which Seller takes legal action.

In the event of the potential application of both, or a conflict between, admiralty and bankruptcy jurisdiction, the Parties expressly agree that admiralty jurisdiction pre-empts bankruptcy jurisdiction with respect to the rights and obligations of the Parties under this Contract, and with respect to enforcing maritime lien or attachment rights.

The United Nations Convention on Contracts for the International Sale of Goods 1980 shall not apply to this Contract.

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. Number of arbitrators shall be one. The seat of arbitration shall be Dubai. The language to be used in the arbitration shall be English.

Notwithstanding the foregoing, Seller is free to bring suit in any jurisdiction and shall be entitled to avail itself of all remedies under maritime or other law to obtain jurisdiction and/or security for its claims against Buyer, its agents or Affiliates, the Vessel, her owners and charterers and any of their respective agents, servants or assigns, including but not limited to vessel arrest and attachment procedures under the jurisdiction of choice of the Seller.

18.1  Without prejudice to any other rights and remedies, the Seller may by notice to the Buyer terminate this contract with immediate effect if:

• • The Buyer commits a material breach of the Contract;
  • The Buyer should go into liquidation/ insolvency or should do or suffer any similar act or thing under any applicable law;

18.2  On termination, all sums owed to the Seller shall become immediately due and payable.

The address of BC PETROENERGY DMCC for the purpose of receiving notice is Office #1107, Level 11, Fortune Executive Tower, Cluster T, Jumeirah Lake Towers, Dubai, UAE. +97150-7982051, Email [-]. Buyer’s address shall be that used in communications with Seller or care of the owner or operator of the vessel if Buyer is neither of these interests. Notices hereunder shall be given in writing or by email, telex or telegram or fax.

20.1  All rights and remedies of Seller hereunder are cumulative, and election of one remedy shall not exclude another.

20.2   This writing supersedes all previous Standard Terms and Conditions of Sale of Marine Fuel by Seller and sets forth the final and exclusive expression of the parties’ agreement unless it is modified in writing, which modification must be signed by Seller. It supersedes all oral or implied agreements. Any disclaimer, notice or other writing by Buyer or vessel interests or their agents on the marine fuel delivery receipt, or any other document, seeking unilaterally to alter or amend any part or this Agreement shall be ineffective and invalid.

20.3  No failure or delay on the part of any Party in exercising any right or remedy provided in this Agreement shall operate as a waiver, nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or exercise thereof or the exercise of any other right or remedy under this Agreement.

20.4  If any part of this Agreement is declared invalid or void for any reason, it shall not affect the validity of the rest of the Agreement or any other part thereof.

20.5  This Agreement is not assignable by Buyer except with the written consent of Seller. Seller may cause deliveries under this Agreement to be made to Buyer