GENERAL TERMS & CONDITIONS
Preamble
These General
Terms and Conditions apply to all contracts under which Vanguard Maritime
Solutions FZCO agrees to sell and deliver, or arrange for the sale and delivery
of, Marine Fuels.
For the purposes of these General Terms and Conditions, unless otherwise specified, the following definitions apply:
- "Bunker Confirmation" refers to the Seller's written confirmation of each sale and delivery of Marine Fuels.
- "Bunker Tanker" includes a bunker barge, tanker, tank truck, terminal, container, or shore tank supplying Marine Fuels to the Vessel.
- "Buyer" refers to all parties, jointly and severally, identified on the Bunker Confirmation as the purchaser of the Marine Fuels.
- "Contract" denotes the agreement between the Parties for the sale and delivery of Marine Fuels, incorporating these Terms and Conditions and the Seller's Bunker Confirmation.
- "Delivery Place" means the port or place designated in the Order Confirmation for the delivery of Marine Fuels.
- "Marine Fuels" includes bunkers, lubricants, or other related products delivered or to be delivered to a Vessel.
- "Seller" refers to Vanguard Maritime Solutions FZCO or its subsidiaries contracting to sell and deliver Marine Fuels.
- "Vessel" is the vessel nominated by the Buyer to receive the Marine Fuels.
- "T&Cs" refer to these General Terms and Conditions.
The Buyer warrants that it has the authority of the Vessel's owner to procure the delivery of Marine Fuels and has informed the Vessel's owner of these T&Cs. These T&Cs, along with the Bunker Confirmation, constitute the complete and final agreement between the Buyer and Seller, superseding any prior agreements or representations.
The Seller warrants that the Marine Fuels are homogeneous, stable, and comply with the grade nominated by the Buyer. Unless otherwise agreed, the Marine Fuels conform to ISO Standard 8217(E):2005 at the time of delivery.
The Seller does not guarantee, explicitly or implicitly, the quality, merchantability, fitness, durability, or suitability of the Marine Fuels beyond the description provided.
The Seller is not liable for the quality of the Marine
Fuels if they have been blended aboard the Vessel. If the delivered Marine
Fuels do not comply with the agreed standards, the Buyer must take all
reasonable measures to mitigate the consequences
Delivery will be made in accordance with the custom of the Delivery Place, including nights, Sundays, and holidays. Stipulated delivery dates in the Bunker Confirmation are indicative only and not binding. The Buyer must notify the Seller of the Vessel’s estimated time of arrival at the Delivery Place at least 72, 48, and 24 hours in advance.
The Buyer is responsible for ensuring that all necessary connections between the delivery hose(s) and the Vessel’s manifold are properly secured. The Vessel must comply with all relevant regulations, and the master must inform the Seller of:
1. The maximum allowable pumping rate and pressure.
2. Any specific conditions or defects affecting the delivery.
3. Necessary assistance for mooring or unmooring the Bunker Tanker.
A representative sample of each grade of Marine Fuel will be taken during the bunkering process and divided into four identical sealed samples. If the Buyer disputes the quality, one of the Seller-retained samples will be tested by an independent laboratory. The Seller and Buyer will attempt to agree on a testing laboratory, but if they fail to do so, the Seller will make the final selection.
The laboratory analysis, conducted per ISO 8217(E):2005 standards, shall be conclusive. Testing costs will be borne by the Party whose claim is found incorrect.
The price is stated per unit in the Bunker Confirmation and excludes additional charges such as port dues, wharfage, barging fees, overtime fees, and applicable taxes. The Buyer is liable for any duties, taxes, or penalties arising from failure to provide necessary documentation.
Payment is due immediately upon delivery unless otherwise stated. The Seller reserves the right to revoke any credit terms and demand immediate payment if necessary. Delayed payments are subject to an interest charge of 2% per month. If payment is not made, the Seller may recover legal fees, collection costs, and enforcement expenses from the Buyer.
Any quantity disputes must be reported immediately by phone and documented within 24 hours of delivery. Quality claims must be submitted in writing within 15 days of delivery, failing which they will be deemed waived. Claims not initiated within six months of delivery will be time-barred.
The Seller’s liability for any claim arising under the Contract is limited to the purchase price of the Marine Fuels delivered. Neither Party is liable for indirect, special, or consequential damages, including loss of profits, business, or time.
Risk of loss transfers to the Buyer once the Marine Fuels pass the Vessel’s bunker manifold flange. Title transfers only upon full payment. Until then, the Buyer holds the Marine Fuels as a bailee and may not mix, blend, or sell them. If payment is not made, the Seller has the right to reclaim the Marine Fuels without judicial intervention.
The Buyer and Seller warrant that they are not subject to sanctions or restrictions under applicable laws. The Buyer also warrants that the Vessel is not engaged in prohibited activities. If any breach occurs, the non-breaching Party may terminate the Contract immediately
Both Parties must comply with anti-bribery laws. Neither Party is liable for non-performance due to force majeure events, including war, terrorism, labor disputes, or government actions.
Confidential Information may not be disclosed except as required by law. If disclosure is necessary, only the minimum required information should be disclosed.
Disputes are subject to arbitration under the London Maritime Arbitrators Association (LMAA) Terms. The Seller retains a maritime lien over the Vessel for unpaid Marine Fuels, enforceable in any jurisdiction.
The Contract is governed by U.S. general maritime law, supplemented by New York law where necessary. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Understanding marine fuel types, grades, and applications is vital for efficient vessel operation and regulatory compliance. Regularly update your knowledge on fuel standards and emerging trends to optimize operational costs while minimizing environmental impact.