Terms & Conditions
The General Terms & Conditions (GTC) of EATA’s crude oil sale contract on F.O.B. basis are as hereunder.
1. Determination of quality/quantity
• The quality of oil is of the type and grade generally made available to BUYER’s at loading port concerned.
• The quantity of each cargo delivered to BUYER’s vessel shall be determined by shore measurements carried out by SELLER at the loading port in the manner customary in that port. Correction for variation in temperature shall be made in accordance with the ASTM-IP measurement tables. The quantity of sediment and water measured in oil shall be deducted from the quantity of the cargo in accordance with procedures set by ASTM-IP. The quantity and quality so determined shall be duly reflected in the certificate (s) issued under Section 4 hereof.
• Provision shall be made for taking of representative sample of oil delivered to a vessel. Such sample shall be retained for 120 days after the loading of the vessel. SELLER will deliver to the vessel concerned a sealed line sample under receipt of the master if so requested by BUYER in writing or by telex at least 5 days before arrival of the vessel.
• An independent inspector appointed by BUYER (at BUYER’S cost) with prior notice and approval of SELLER may witness measurement of quantity/quality of oil delivered to the vessel.
2. Payment
• Unless otherwise notified by SELLER, the payment for each shipment hereunder shall be made by BUYER in U.S. Dollars.
• BUYER shall establish an irrevocable, confirmed and transferable Letter of Credit in favour of SELLER for each shipment deliverable hereunder, covering the anticipated value of oil comprising such shipment. The amount of Letter of Credit should cover the total nominated quantity plus the percentage of tolerance on the basis of provisional price agreed upon in the Contract. BUYER shall arrange that such Letter of Credit be duly confirmed to SELLER by one of the banks acceptable by SELLER. BUYER shall ensure that at least 10 days prior to the expected date of arrival at the loading port of the vessel, nominated by BUYER, the confirmation of the Letter of Credit concerned is duly received by SELLER in a manner acceptable to SELLER. SELLER shall not be responsible for any delay caused to vessel due to the Letter of Credit not having been received by SELLER as stipulated hereinabove.
• Should SELLER agree to supply bunker to the vessel nominated by BUYER, BUYER shall establish a separate Letter of Credit covering the anticipated value of bunker.
• Such Letter of Credit shall specify the financial basis upon which BUYER has established the Letter of Credit.
• SELLER may refuse delivery of the cargo and defer carrying out any of GTC’s obligations if the Letter of Credit or the payment is not received by SELLER in a manner acceptable to SELLER.
• BUYER shall be liable to pay interest, at a rate mentioned in the Contract if the value of any shipment is not paid by BUYER at the contractual due date.
• Irrespective of whether the due date of payment falls on a Saturday, Sunday or any other banking or official holidays, the payment should nevertheless be value-dated on such due date. However, should the due date of payment falls on a non-banking day, as stated above, payment may be value-dated on the immediately succeeding banking day provided interest for the days overdue is also paid as stipulated in the Contract.
3. Delivery
Under construction.
4. Certification and documentation
• SELLER shall provide BUYER with certificate(s) of quantity and quality issued at the loading port by SELLER, and shall cable advice of provisional quantity loaded and the sailing date of the vessel. The quantity and quality specified in the respective certificate(s) shall be the Invoice and the Bill of Lading quantity and quality. Such certificate(s) shall be accepted by both parties as binding and conclusive.
• Unless otherwise notified by BUYER and subject to mutual agreement between BUYER and SELLER, documents for each shipment shall be issued and distributed by SELLER as per Annex ” B” hereof. Should BUYER require any changes to be made in the preparation of copies or distribution of the documents listed in the said Annex “B”, BUYER shall notify same to SELLER at least 10 days before the arrival of the vessel for which the change is required.
5. Carges and due
It is understood that oil supplied hereunder shall not be subject to any taxation, fee or charge of any nature or license fee in the country of origin. BUYER and/or agent of the vessel nominated hereunder shall, however, be liable for payment of the port dues as well as all charges in respect of the services utilized by the vessel at the loading ports. SELLER shall, in no case, be responsible for payment of any taxes, levies or charges arising outside the country of origin.
6. Force majeure
• Any failure by a party to comply with the terms of the Contract which is attributable solely to Force Majeure shall not be regraded as a failure to perform its obligation(s). For the purpose of this Section, Force Majeure shall mean any event beyond the reasonable control or a party and shall include (but not be limited to) war, civil commotion, strike, storm, tidal wave, flood, epidemic, explosion, fire, lightning or earthquake.
• If due to any cause beyond the control of SELLER his ability to deliver oil at the loading port concerned is decreased or diminished, SELLER shall be entitled to reduce or suspend deliveries, at SELLER’s discretion and such reduction or suspension shall not give rise to any claim, whatsoever, by BUYER.
7. Assignment
This Contract shall not be assigned by either party without the prior written consent of the other party.
8. Applicable law and jurisdiction
The Contract shall be governed by and construed according to the law of the country of origin, and the parties hereto shall submit to the sole jurisdiction of competent courts of this country.
9. Notices
Any notices or communication required in connection with the Contract shall be in writing and deemed to have been served at the expiry of the time normally required to make delivery by registered mail or by prepaid telegraph, cable or telex or radio, as the case may be, to the addresses as stated in the Contract or at such other addresses as the parties may from time to time by written notice designate for this purpose.
10. Destination
• Oil sold hereunder is intended for export to the destination(s) indicated in the Contract, or any other destination(s) approved by SELLER thereafter.
• For the purposes of this Section BUYER shall furnish SELLER within reasonable time (not exceeding six months) with the original certificate of discharge of cargo issued by the relevant port/customs authorities at the port of destination.
• BUYER undertakes that oil delivered to BUYER hereunder shall not be brought into such territories as may, from time to time, be restricted for this purpose by SELLER.
• BUYER’S failure shall be deemed as breach of Contract. In such event, SELLER shall have the right to suspend or terminate the Contract at SELLER’s discretion and such suspension or termination shall not give rise to any claim, whatsoever, by BUYER.
11. Transshipment and partial shipment
Transshipment and partial shipment of oil sold under the Contract is prohibited, unless otherwise agreed by SELLER.
12. Bunker
BUYER, subject to availability of bunker, undertakes to bunker its vessel(s) nominated for lifting oil under the Contract at such loading terminals where SELLER may make bunkering facilities available. The applicable price for any such liftings shall be the prevailing EATA’s official price for bunker at the relevant terminal(s).
13. Confidentiality
Both parties to the Contract undertake to treat the contents of the Contract as strictly confidential.
14. Breach of contract
Failure on the part of BUYER to carry out in part or in full the terms of the Contract, as well as any attachments hereto or any deviation by BUYER from the said terms, shall be deemed as breach of Contract by BUYER. In such event, SELLER shall be entitled to suspend or terminate the Contract at SELLER’s discretion and take such other appropriate measures to redeem its rights.