GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (“GTC”) shall apply to all deliveries contracted where
Wells Bunkering Ltd act as seller, unless expressly stated otherwise in the Confirmation Note.
1. Definitions
Throughout this GTC, except where the context otherwise requires, the following definitions
shall be applied:
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for
general business in London, Singapore and (in relation only to any payment in US dollars)
New York.
“Buyer” means the company(ies) named in the Confirmation Note buying the Products on
their own behalf under a Contract with the Seller and shall include its servants, agents and
designated representatives and the registered owner of the Vessel to which bunkers are
being supplied, its charterers and/or managers and/or operators and/or the buyer of the
Vessel on whose behalf the company(ies) named in the Sales Confirmation is acting;
“Confirmation Note” means the document (issued by the Seller unless otherwise mutually
agreed by the parties) stating the agreement made between the Seller and the Buyer in
respect of the supply of Products;
“Contract” means, in respect of each supply of Products by the Seller, the Confirmation Note,
the GTC, the Supplier’s Terms and Conditions and any other documents referred to therein;
“Due Date” means the day payment shall be credited to the Seller’s account and the Seller
receives interest from same date;
“Product delivery receipt” means the document where the Vessel’s representative signs as a
confirmation of volumes/quantities received in respect of Products supplied under a
Contract;
“Products” means bunkers, derived from crude oil and/or lubricants, i.e. lubricating oils,
greases and other marine lubricating products, delivered or to be delivered to the Vessel;
“Seller” means the party contracting to sell the Products, i.e. Wells Bunkering Limited.;“
Supplier” means the party contracting to sell the Product to the Seller;
“Supplier’s Terms and Conditions” means the terms and conditions of the Supplier under
which the Products are sold to the Seller (including their general terms and conditions and
the Product delivery receipt); and
“Vessel” means the ship or vessel(s) nominated to take delivery or taking delivery or having
taken delivery of the Products under a Contract on behalf of the Buyer for which Products
are to be, have been or arranged to be delivered by the Seller.
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2. Construction
All terms and conditions relating to the quality, quantity, risk, sampling, mode and time of
delivery of the Products supplied hereunder (including but not limited to any provisions
regarding Buyer delay), liquidated damages and other claims from suppliers,
environmental/safety issues and liabilities, force majeure and termination by default shall be
in accordance with the Supplier’s Terms and Conditions. All terms, conditions and warranties
whether made by the Seller or its servants or agents or otherwise (other than those express
warranties made by the Supplier’s Terms and Conditions) relating to the matters referred to
above in this clause 2 are excluded.
3. Supplier’s Terms and Conditions
The Supplier’s Terms and Conditions under which the Products supplied hereunder were sold
and/or supplied to Seller are available for inspection at the head office of the Seller and the
Seller undertakes to supply a true copy of the Supplier’s Terms and Conditions upon the
written request of the Buyer delivered by post, fax or e-mail to Seller’s head office.
4. Price
4.1 The price of the Products supplied shall be in the amount per unit and currency
expressed and stated in the Confirmation Note for each grade of the Products delivered.
Delivery terms are as stated in the Confirmation Note. In the event the price is quoted in
volume units, conversion to standard volume shall be calculated in accordance with the ISO-
ASTM-API-IP Petroleum Measurement Tables.
4.2 Any and all additional charges, if applicable, shall be for the Buyer’s account including,
without limitation, those specified in the Seller’s quotation, the Confirmation Note and:
• Barging charges and other similar charges;
• Overtime, demurrage, port dues or mooring charges incurred by the Seller;
• Taxes, duties, charges or other costs in the country where the delivery takes place
including those that are imposed on the Seller; and
• Any extra costs arising out of and/or incurred in connection with deliveries made on
Saturdays, Sundays and Public Holidays, and outside of normal working hours.
5. Payment
5.1 Payment for the Products shall be made by the Buyer within 30 days and with value date
not later than the Due Date or, if otherwise agreed, within the number of
days stated in the Confirmation Note. In the event payment has been made in advance of
the delivery, same shall be adjusted on the basis of the actual quantities of Products supplied
and additional payment and/or refund shall be made within 30 days after the completion of
the delivery. Payment shall be made in full without set-off, counterclaim, deduction and/or
discount, free of bank charges.
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5.2 Payment shall be deemed to have been made on the date the payment is credited to the
account in the bank designated by the Seller. If Due Date falls on a non-Business Day, then
payment shall be made on or before the Business Day nearest to the Due Date. If the
preceding and succeeding Business Day is equally near to the Due Date, then payment shall
be made on or before the preceding Business Day. Any delay in payment and/or refund shall
entitle either party to interest at the rate of 2 per cent per month pro rata. Such default
interest shall be compounded on a monthly basis for so long as amounts remain outstanding.
In the event of non-payment, the Seller reserves the right to pursue such legal remedies as
may be available to them to recover the amount owed. If the Seller receives a payment that
is insufficient to discharge all the amounts then due and payable by the Buyer under these
GTCs, the Seller shall apply that payment in settlement of the obligations of the Buyer in the
order determined by the Seller in its absolute discretion.
5.3 If the Buyer’s credit is deemed by the Seller to be impaired or unsatisfactory, the Seller
may (without prejudice to its other rights) require the Buyer at the Seller’s option either to
pay cash before delivery, or to provide security satisfactory to the Seller. In the event of
failure by the Buyer to comply with the Seller’s requirement, the Seller shall have no
obligation to make delivery and may terminate the Contract by giving notice to this effect to
the Buyer.
5.4 If:
(i) the Buyer is in default of any of its obligations under the Contract or any other contract
between the Seller and the Buyer; or
(ii) any subsidiary, parent, associate, related or affiliate company or guarantor of or letter of
credit (“L/C”) issuer for the Buyer is in default of any of its obligations under any contract
between the Seller and such subsidiary, parent, associate, related or affiliate company or
guarantor of or L/C issuer for the Buyer; or
(iii) the Buyer’s financial condition, or that of a subsidiary, parent, associate, related or
affiliate company or guarantor of or L/C issuer for the Buyer, in the Seller’s sole opinion
becomes impaired; or
(iv) the Buyer or a subsidiary, parent, associate, related or affiliate company or guarantor of
or L/C issuer for the Buyer is insolvent and/or is subject to debt negotiations, bankruptcy,
liquidation, administration, dissolution and/or similar proceedings and/or is unable to or
admits its inability to pay its debts as they fall due, then any and all postponed or deferred
payment obligations of the Buyer under this Contract (including, without limitation, those
under Clause 5.1) including interest thereon, shall become immediately due and payable and
all grace periods which applied to such payment obligations shall become null and void.
Furthermore Buyer irrevocably authorizes Seller, at Seller’s discretion, to set-off any payment
obligations of the Buyer against any payment obligations due to the Buyer or its subsidiary,
parent, associate, related or affiliate company, whether expressed in the same or different
currencies (and, if different, at the spot rate of exchange available to the Seller on the set-off
date) and irrespective of the respective maturity of such payment obligations and whether
they are documented pursuant to a valid invoice or not. Within a reasonable time, the Seller
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shall notify the Buyer of its exercise of such set-off right; provided, however, that the Seller’s
failure to provide such notice shall not affect the validity of the exercise of such set-off rights.
Exercise of any such rights shall be without prejudice to the Seller’s rights to recover
damages or losses sustained and resulting from any default by the Buyer, or any such
subsidiary, parent, associate, related or affiliate company or guarantor of or L/C issuer for the
Buyer, and the Seller shall have the right to suspend and/or to cancel deliveries hereunder.
6. Title
6.1 The Seller warrants that it has good title to the Products supplied hereunder. Title to the
Products supplied shall pass to the Buyer upon payment for the invoiced amount of the
Products delivered, pursuant to the terms of the Payment clause hereof. Until such payment
is made, on behalf of themselves and the Vessel, the Buyer agrees that they are in
possession of the Products solely as Bailee for the Seller, as the Seller holds retention of title
to the Products as purchase money security interest until full payment is received. If, prior to
payment, the Seller’s Products are commingled with other products on board the Vessel, title
to the Products shall remain with the Seller corresponding to the quantity of the Products
supplied.
6.2- Clause 6.1 is without prejudice to such rights as the Seller may have to enforce its right
of lien against ships or to otherwise obtain security by seizure, attachment or arrest of assets
under these GTC and the laws of the governing jurisdiction of these GTC against the Buyer or
the Vesselin the event of non-payment.
7. Collection
7.1 Deliveries of Products hereunder are made not only on the credit of the Buyer, but also
on the faith and credit of the Vessel which uses the Products and it is agreed that Seller has
and may assert a lien against such Vessel corresponding to the value of the supplied Products
and all amounts outstanding under the relevant Contract. Additionally, the Seller will have
and may assert a lien for the said value against such Vessel, should the laws applicable at the
place of the Seller’s address which is set forth in the end of these GTC and/or at the place of
delivery of the Products and/or the place of seizure of such Vessel, grant or recognise a lien
for Products delivered to the Vessel. Any and all attorneys’ fees and expenses associated with
seizure of the Vessel and its sale shall be for the Buyer’s account. Any additional security
measures taken by Seller shall not operate as a waiver of this provision.
7.2 If at any time the price provided under the Contract does not conform to the applicable
laws, regulations or orders of a Government or other competent authority, appropriate price
adjustments will be made. For the avoidance of doubt, the Buyer shall not be entitled to
cancel the effect of the lien by wording on the Product delivery receipt or otherwise.