GENERAL BUNKER TERMS AND CONDITIONS FOR THE SALE OF MARINE FUELS

1. Definitions

Except where otherwise specified, capitalized words used in the Marine Fuel Contract shall have the following meanings:

1.1 Affiliate: means,

(a) for Seller, any person or entity that directly or indirectly, through one or more intermediaries’ controls, is controlled by, or is under common control with Maersk Oil Trading and Investments A/S or Seller, and
(b) for Buyer, any person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with Buyer.
For the purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the right to cast more than fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of the entity concerned or, if there are no such rights, ownership of more than fifty percent (50%) of the equity share capital of or other ownership interests in such entity, or the right to direct the policies or operations of such entity.

1.2 Applicable Laws: means all laws, regulations, policies, and directives in force by any supranational, national, federal, state, regional, or local government, agency, political subdivision or authority with legal authority over any Marine Fuel Contract, the Parties, the jurisdiction in which performance of the Marine Fuel Contract occurs, the Delivery Location or the Vessel.

1.3 Bunker Delivery Note: means the document issued at the point of delivery by Seller or Seller’s representative recording the specifications and quantities of Marine Fuel delivered to the Vessel. Where legally required, the Bunker Delivery Note shall be issued electronically.

1.4 Business Day: means a standard working day (from Monday to Friday) other than a public holiday in Seller’s principal place of business.

1.5 Business Hours: means between 9:00 and 17:00 in Seller’s principal place of business.

1.6 Buyer: means the entity stated in the Deal Confirmation as buyer of the Marine Fuel.

1.7 Confidential Information: means any information exchanged between the Parties in preparation for the execution of any Marine Fuel Contract and the terms of any Marine Fuel Contract. For the avoidance of doubt, Confidential Information shall not include any information that (i) was in the possession of the receiving Party prior to receipt from the disclosing Party, (ii) becomes publicly available through no fault of the receiving Party, or (ii) is lawfully received from a third party.

1.8 Deal Confirmation: means the notice sent from Seller to Buyer setting out the specific commercial and operational terms of the sale of Marine Fuel.

1.9 Delivery Location: means the port or terminal or other place designated for the delivery of the Marine Fuel to the Vessel and specified in the Deal Confirmation.

1.10 Delivery Period: means the date range/ the delivery window for the delivery of the Marine Fuel as stated in the Deal Confirmation for the delivery of the Marine Fuel.

1.11 Force Majeure: means any event that (a) prevents a Party from performance of its obligations pursuant to any Marine Fuel Contract and (b) was both unforeseeable and beyond the reasonable control of the affected Party, including congestion, strikes, work stoppages, lockouts or circumstances arising from the threat thereof (other than any labor unrest that affects only the Party declaring Force Majeure); acts of God, states or a public enemy, terrorism, war (whether declared or undeclared), hostilities, riots, civil disorder, insurrection, embargo, governmental actions (whether informal or formal government acts) or other similar disruptions or interference with trade (excluding market factors and either Party’s commercial or financial condition), marine disaster, fire, explosions, floods, adverse weather, perils of the sea, accidents and other casualty. Any curtailment, failure or cessation of supplies of Marine Fuels from any of Seller’s sources of supply (whether in fact sources of supply for the purpose of any Marine Fuel Contract or not), provided that such curtailment, failure or cessation is related to a circumstance which is outside the control of Seller, shall be considered as an event of Force Majeure for the purpose of the Marine Fuel Contract.

1.12 Foreign Trade Controls: means all economic and trade sanctions, embargoes, restrictive measures, asset-blocking prohibitions and export control laws applicable to the sale of Marine Fuel and the Vessel, including those imposed by the United States of America (including measures administered by the Office of Foreign Asset Control and the Bureau of Industry and Security), the United Kingdom, the European Union and its member states, and the United Nations Security Council.

1.13 Including: means “including, without limitation,”.

1.14 Insolvency Event: means any application or proceeding being commenced, or any order or judgment given by any relevant court, for the winding up, dissolution, liquidation, or bankruptcy of Buyer or the appointment of a receiver, administrator, liquidator, trustee, administrator, or person of similar functionality and purpose.

1.15 LMAA Terms: means the London Maritime Arbitrators Association Terms.

1.16 Marine Fuel: means all or any of the marine fuel oil, diesel oil, gas oil, ultra-low sulphur fuel oil, bio-methanol, e-methanol, fossil methanol, biodiesel, or any other product as stated in the Deal Confirmation, which Seller has agreed to supply to Buyer for consumption by the Vessel.

1.17 Marine Fuel Contract: means the Deal Confirmation, these Terms and Conditions, and where applicable the Sustainability Annex.

1.18 MFM: means a certified mass flow meter system measuring the quantity of Marine Fuels to be delivered to the Vessel. The mass flow meter system shall be certified by the International Organization of the Legal Metrology or any other similar institution as chosen by Seller in its sole discretion.

1.19 Off-Spec Marine Fuel: means Marine Fuel that deviates from the specifications agreed in the Deal Confirmation.

1.20 Operational Tolerance: means plus or minus five percent (+/-5%) in Seller’s option, unless otherwise provided in the Deal Confirmation.

1.21 Parties: means Buyer and Seller collectively.

1.22 Party: means Buyer or Seller individually.

1.23 Sanctioned Party: means any entity, individual, or Vessel subject to any sanction, asset blocking restriction or prohibition, or other restriction on commercial transactions pursuant to Foreign Trade Controls.

1.24 Seller: means Maersk Oil Trading and Investments A/S or any of its Affiliates stated in the Deal Confirmation as Seller of the Marine Fuel.

1.25 Supplying Company: means a third-party company that supplies or physically delivers the Marine Fuel to the Vessel.

1.26 Supplying Tanker: means the bunker barge, bunker tanker or road tanker supplying the Marine Fuel to the Vessel.

1.27 Sustainability Annex: means the Maersk Oil Trading Sustainability Annex available at https://terms.maersk.com/ setting out certification and sustainability requirements applicable to Marine Fuel that is biodiesel, bio-methanol and/or e-methanol. The Sustainability Annex shall form part of the Marine Fuel Contract when the Sustainability Annex is referenced in the Deal Confirmation and where the Marine Fuel is biodiesel, bio-methanol and/or e-methanol.

1.28 Terms and Conditions: means these Maersk Oil Trading General Bunker Terms and Conditions for the Sale of Marine Fuels.

1.29 Vessel: means the vessel(s) to which the Marine Fuel is to be delivered as specified in the Deal Confirmation.

2. Form and Interpretation

2.1 These Terms and Conditions are effective as of July 2026 and supersede and replace all prior terms and conditions between Seller and Buyer relating to the sale and supply of Marine Fuel. These Terms and Conditions, as amended from time to time, prevails over any terms and conditions stipulated, incorporated or referred to by Buyer, whether in its order, documentation or otherwise.

2.2 No statement made by Buyer outside the Marine Fuel Contract, including statements made in emails, brochures, catalogues, commercial literature, correspondence, or oral communications, shall have any contractual effect, and no offer, counteroffer, or amendment proposed by Buyer shall be deemed accepted by Seller, unless in either case such is expressly accepted or incorporated by Seller in writing.

2.3 In the event of any conflict between these Terms and Conditions, the Deal Confirmation, and the Sustainability Annex (if applicable), the following order of hierarchy shall apply and prevail to the extent of the conflict: (i) the Deal Confirmation, (ii) the Sustainability Annex (if applicable), and (iii) these Terms and Conditions.

3. Initiation

3.1 To place an order for the purchase of Marine Fuel with Seller, Buyer shall notify Seller in writing. Any such order request shall contain all necessary and relevant information, including quantity, delivery location, delivery period, maximum allowable pump rate and pressure, and any other special conditions related to the Vessel.

3.2 Seller may accept, in its sole discretion, Buyer’s order request by sending a Deal Confirmation, which shall incorporate these Terms and Conditions and where applicable the Sustainability Annex, to Buyer via e-mail.

3.3 If an agent or representative acts on behalf of Buyer in relation to the purchase of Marine Fuel from Seller, then such agent or representative shall be jointly and severally liable together with Buyer for the due fulfilment of all obligations under the Marine Fuel Contract. Seller may demand proof of the agent’s or representative’s authority to act on behalf of Buyer, and Seller shall have no liability whatsoever if delivery is delayed pending a response to such demand.

4. Quantity Determination

4.1 The quantity of the Marine Fuel delivered by Seller to Buyer shall be as stated in the Deal Confirmation, subject to the Operational Tolerance. If Buyer fails to take the quantity stated in the Deal Confirmation, Buyer shall be liable for any cost resulting from such failure.

4.2 Unless otherwise stated in the Deal Confirmation, the measurement of quantity of the Marine Fuel delivered shall always be performed according to local law and regulation and shall be determined by Seller, in its sole discretion, by one of the following methods:

(a) the MFM installed on the Supplying Tanker, onshore tank or pipeline in accordance with ISO 22192:2021 or any other recognized industry standard chosen at the discretion of Seller;
(b) tank gauging or manual tank sounding of the Supplying Tanker, or onshore tank in accordance with the ASTM-API-IP Petroleum Measurement Tables and ISO 13739:2021 or any other recognized industry standards chosen at the discretion of Seller;
(c) the pipeline volumetric meters in accordance with local regulation and practice or any other recognized industry standard chosen at the discretion of Seller; or
(d) any other method reasonably suited to measuring the quantity of the specific Marine Fuel.

4.3 Buyer may, at its sole expense and were permitted by Applicable Laws and local customs at the Delivery Location, elect to witness or appoint a representative to witness the quantity measurement procedure. Seller shall reasonably cooperate with Buyer to facilitate such witnessing. The absence of Buyer’s participation shall not prejudice the validity of the measurement results.

4.4 Absent manifest error, Seller’s quantity measurements of the Marine Fuel conducted in accordance with Clause 4.2 shall be final and binding on the Parties, and Seller shall record such quantity measurements on the Bunker Delivery Note. Buyer will be charged for the Marine Fuel on the basis on the quantity measurements recorded on the Bunker Delivery Note.

4.5 Measurements taken on board the Vessel, or any other location, by or on behalf of Buyer (whether by Buyer itself, its agents, representatives, or any third party instructed by Buyer), shall not be binding on Seller. Any claim asserted by Buyer against Seller based on such measurements shall be inadmissible and unenforceable.

5. Quality Specifications

5.1 Unless otherwise provided in the Deal Confirmation, the chemical specifications of the Marine Fuel shall be as follows:

(a) For petroleum products (including diesel oil, gas oil, HSFO, and VLSFO) the chemical specifications shall be in accordance with ISO 8217:2017.
(b) For bio-methanol, e-methanol, and fossil methanol the chemical specifications shall be in accordance with the IMPCA Methanol Reference Specifications adopted by the International Methanol Producers & Consumers Association as updated on 25 October 2024, or ISO6583:2024 in Seller’s sole discretion.
(c) For biodiesel the chemical specifications shall be in accordance with EN 1421114.

5.2 Seller gives no guarantees or warranties, neither express or implied, as to the merchantability, fitness, durability, stability, or suitability of the Marine Fuel for any particular purpose or otherwise extending beyond those specifications Seller typically delivers or has or makes available at the Delivery Location, unless expressly agreed in the Deal Confirmation and the Sustainability Annex (if applicable). Buyer shall have all responsibility for nomination of specifications fit for use by the Vessel.

5.3 It is Buyer’s responsibility to ensure that the delivered Marine Fuel is kept segregated from other marine fuels and substances on board the Vessel. Seller shall have no liability for the quality of the delivered Marine Fuel if the delivered Marine Fuel has been comingled with other marine fuels or substances on board the Vessel, or if the delivered Marine Fuel has been treated, blended, or otherwise processed by or on behalf of Buyer.

6. Sampling Procedure

6.1 Seller shall arrange for samples to be drawn at the time of delivery of the Marine Fuel from a point and in a manner chosen by Seller or its representative. If the Marine Fuel is delivered by more than one Supplying Tanker, onshore tank, or pipeline then the same sampling procedure shall be repeated for each of such Supplying Tanker, onshore tank, or pipeline.

6.2 Unless sampling is not feasible due to operational constraints, local standards, or Applicable Laws at the Delivery Location, five (5) samples shall be drawn and labeled with the Vessel’s name, the Delivery Location, the name of the specific Marine Fuel, the delivery date, the point and manner of sampling, and seal number. Such labels shall be signed by the master of the Vessel or an authorized representative thereof and Seller or its representative. Seal numbers of each sample shall be recorded on the Bunker Delivery Note. Two (2) samples shall be retained by Seller or its representative for a minimum of thirty (30) days and three (3) samples shall be retained by Buyer or its representatives on the Vessel (one (1) of which shall be for MARPOL compliance purposes which must be retained by Buyer) for a minimum period of twelve (12) months.

6.3 Buyer may, at its sole expense, and where permitted by Applicable Laws and local customs at the Delivery Location, elect to witness or appoint a representative to witness the sampling. Seller shall reasonably cooperate with Buyer to facilitate such witnessing. Buyer’s absence of participation shall not prejudice the validity of the sampling.

7. Estimated Time of Arrival

7.1 Buyer shall notify Seller in writing, during Business Hours on a Business Day and at least seventy-two (72) hours prior to the first day of the Delivery Period of the following:

(a) any information relating to the Vessel that may be required by the Delivery Location;
(b) the estimated date and time within the Delivery Period by when the Vessel is expected to be ready to receive the Marine Fuel;
(c) any special requirements, conditions, defects or other circumstances relating to the Vessel that may affect the delivery; and
(d) any other information reasonably required by Seller.

7.2 Buyer shall ensure that the Vessel arrives at the Delivery Location within the Delivery Period and shall provide Seller or its local representative at the Delivery Location with written notice of the Vessel’s time of arrival as follows:

(a) approximate notice at seventy-two (72) and forty-eight (48) hours prior to arrival; and
(b) definite notice at twenty-four (24) hours prior to arrival, confirming the exact position at the Delivery Location.
Buyer’s written notices must be received by Seller or Seller’s representatives during Business Hours on a Business Day.

7.3 If Buyer fails to provide timely or proper notice in accordance with Clause 7.1 or Clause 7.2, or if the Vessel does not arrive at the Delivery Location within the Delivery Period, Seller may, in its sole discretion, (i) reschedule delivery, or (ii) terminate the Marine Fuel Contract. Regardless of Seller’s choice, Buyer shall be liable for all damages, losses, delays, demurrage, fees and any additional costs and expenses incurred by Seller and/or Supplying Company as a result of Buyer’s or the Vessel’s failure to comply with Clause 7.1 or Clause 7.2.

7.4 Prior to delivery, the master of the Vessel shall provide Seller with a written policy of the Vessel’s emergency and safety procedures. Buyer is solely responsible for ensuring that all crew on board the Vessel comply with all health, safety and environmental regulations, policies, and industry practices at all times.

7.5 Buyer shall indemnify and hold harmless Seller against all actions, claims, proceedings, costs and damages arising out or in connection with any non-compliance by Buyer or the Vessel of this Clause 7.

8. Delivery

8.1 The Marine Fuel shall be delivered to the Vessel during the Delivery Period at the Delivery Location. Seller shall have no obligation to deliver the Marine Fuel to any vessel other than the Vessel.

8.2 Delivery shall be made during normal working hours on a normal working day of the Delivery Location and always in accordance with applicable regulations at the Delivery Location. If Buyer requests delivery outside such hours or on a non-working day and if accepted by Seller and permitted by the authorities at the Delivery Location, Buyer shall bear all additional costs and expenses incurred in connection therewith, including overtime, charges, additional crew fees, and any surcharges imposed by authorities at the Delivery Location.

8.3 Buyer shall:

(a) provide and maintain a clear safe berth, position, or anchorage alongside the Vessel;
(b) be responsible for all connections and disconnections of the delivery hose(s) and the Vessel’s bunker manifold and shall ensure that all connections are properly secured prior to commencement of delivery;
(c) provide all necessary assistance, personnel and equipment to receive the Marine Fuel promptly and without delay;
(d) ensure that the Vessel holds all certificates and approvals required under Applicable Laws to receive the Marine Fuel;
(e) ensure that the Vessel can receive the Marine Fuel at the pumping rate and pressure noted in the Deal Confirmation;
(f) ensure that the Vessel complies with all applicable regulations at the Delivery Location; and
(g) ensure that the Vessel is in all aspects ready to receive the Marine Fuel at the commencement of the Delivery Period.

8.4 In the event of any delay in delivery attributable to Buyer or the Vessel, or if, in the sole opinion of Seller, the Vessel cannot safely receive the Marine Fuel, or if Buyer has failed to comply with the obligations listed in Clause 8.3, Seller shall be under no obligation to deliver the Marine Fuel, and Seller may choose to (i) suspend the delivery until, in the sole opinion of Seller, the Vessel can safely receive the Marine Fuel; (ii) reschedule delivery; or (ii) terminate the Marine Fuel Contract without incurring any liability to Buyer. Buyer shall be liable to Seller for any costs, delays, damages, loss of profit or any other types of costs and expenses incurred by Seller or the Supplying Company as a result thereof.

8.5 For offshore deliveries, the masters of the Vessel and the Supplying Tanker shall coordinate the delivery directly between themselves. The master of the Supplying Tanker will advise of the offshore position where delivery will take place, and the Vessel shall follow the instructions of the Supplying Tanker. All offshore deliveries are weather permitting. The master of the Supplying Tanker shall have sole discretion to determine whether weather and sea conditions permit safe delivery.

8.6 Buyer shall bear all costs associated with the delivery of the Marine Fuel, irrespective of the delivery method, including port fees, pilotage, wharfage, demurrage on the Vessel, and all other costs, charges, expenses, or liabilities arising out of or in connection with the delivery or related to any delays attributable to Buyer or the Vessel. Further, Buyer shall indemnify and hold harmless Seller and its Affiliates against all actions, claims, proceedings, costs, losses and damages arising out or in connection with any non-compliance by Buyer or the Vessel of this Clause 8.

9. Subcontracting

9.1 Seller shall be entitled to subcontract on any terms whatsoever the whole or any part of the supply or delivery of the Marine Fuel to a Supplying Company.

9.2 Buyer waives any claims against and releases Seller from any liability whatsoever for any loss, damage or delay resulting directly or indirectly from any act, neglect or default on the Supplying Company’s part while acting in the course of performance of any Marine Fuel Contract or in connection with delivery of the Marine Fuel pursuant thereto. Notwithstanding the foregoing, if any such claim or allegation should nevertheless be made, then Buyer shall indemnify Seller against all consequences thereof.

10. Claims

10.1 Quantity Claims

(a) Any dispute as to the accuracy of the measurements of the quantity delivered must be noted by Buyer to Seller in detail in writing on the Bunker Delivery Note or in a separate letter of protest incorporated by reference into the Bunker Delivery Note before the Bunker Delivery Note is signed by Buyer. Failure thereof shall result in such claim being deemed waived and time barred. Seller or Seller’s representative shall acknowledge receipt of such claim in writing.
(b) In the event of a shortfall in the quantity of Marine fuel delivered below the Operational Tolerance, Buyer must notify Seller thereof in writing at the time of delivery and at the latest twenty-four (24) hours after the commencement of the delivery, and the Parties shall use commercially reasonably endeavours to schedule the delivery of such shortfall quantity. If Buyer fails to notify Seller in writing of such shortfall within the twenty-four (24) hour period, any claim related to such shortfall shall be deemed waived and time barred. If Buyer has provided proper and timely notice, and if Seller and Buyer does not manage to schedule the delivery of such shortfall after each using commercially reasonable endeavours, Buyer shall be invoiced for the actually delivered quantity of Marine Fuel as noted on the Bunker Delivery Note.
(c) In the event that the quantity of the delivered Marine Fuel exceeds the quantity (including the Operational Tolerance) stated in the Deal Confirmation, Buyer shall pay for such excess quantity at the unit price stated in the Deal Confirmation.
(d) Buyer shall be liable for all costs, losses, damages and expenses incurred by Seller arising from or in connection with Buyer’s failure to receive the full quantity of the Marine Fuel stated in the Deal Confirmation (subject to the Operational Tolerance), including loss of profits on any resale or alternative disposal of the undelivered quantity of Marine Fuel.

10.2 Quality Claims

(a) Any dispute as to the conduct of the sampling procedure at the time of delivery must be noted by Buyer to Seller in detail in writing on the Bunker Delivery Note or in a separate letter of protest incorporated by reference into the Bunker Delivery Note before the Bunker Delivery Note is signed by Buyer. Failure thereof shall result in any related claim being deemed waived and time barred. Seller or Seller’s representatives shall acknowledge such in writing.
(b) Any claim as to the quality of the Marine Fuel must be notified by Buyer to Seller in writing immediately upon the discovery of the circumstances giving rise to such claim, and in no event later than (30) days from the date of delivery. Any quality claim not notified and fully documented to Seller within such thirty (30) day period shall be irrevocably and unconditionally deemed waived and time-barred, and Buyer shall have no further right to raise such claim whether in contract, tort or otherwise.
(c) Upon receipt of a quality claim notified and documented in accordance with Clause 10.2(b), the quality of the Marine Fuel delivered shall be determined by analysis of one of Seller’s retained samples (retained in accordance with Clause 6 (Sampling Procedure)) by an independent laboratory or inspector jointly appointed by the Parties. The Parties shall agree on the appointment of such laboratory or inspector within seven (7) Business Days of Seller’s receipt of Buyer’s quality claim notification. If the Parties cannot agree within such period, Seller shall have the sole and exclusive right to appoint the laboratory or inspector to perform the analysis. The findings of the appointed laboratory or inspector shall constitute conclusive and binding evidence of the quality of the Marine Fuel delivered and shall not be subject to challenge by either Party, save in the case of gross negligence, manifest error or fraud on the part of the appointed laboratory or inspector. The cost of the analysis shall be borne by Seller if the Marine Fuel is found to be Off-Spec Marine Fuel and otherwise by Buyer. Buyer’s own retained samples and any analysis conducted thereon shall not be admissible in any claim or dispute relating to quality.
(d) Buyer shall mitigate the consequences of the delivery of any Off-Spec Marine Fuel, including by taking all reasonable steps to minimize damage to the Vessel and its machinery and to limit the costs of disposal and replacement.
(e) Where an analysis in accordance with Clause 10.2(c) confirms that the Marine Fuel is Off-Spec Marine Fuel, Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy shall be limited to reimbursement by Seller of an amount equal to the lower of:
- (i) Buyer’s actual, reasonable and properly documented direct costs for (A) the de-bunkering, safe disposal and replacement of the Off-Spec Marine Fuel, and (B) the repair of direct physical damage to the Vessel’s machinery and equipment that is proven to have been solely and directly caused by the use of the Off-Spec Marine Fuel, excluding any pre-existing damage, wear and tear, damage attributable to Buyer’s failure to mitigate in accordance with Clause 10.2(d), or damage resulting from improper handling or treatment of the Marine Fuel by or on behalf of Buyer; and
- (ii) the total invoice price for the quantity of the delivered Marine Fuel as recorded on the Bunker Delivery Note.
(f) Any reimbursement under Clause 10.2(e) shall be subject to the following conditions precedent:
- (i) Seller shall have been given a reasonable opportunity to inspect the Off-Spec Marine Fuel aboard the Vessel and to offer advice regarding the handling, treatment, or de-bunkering thereof;
- (ii) Buyer shall have provided Seller with full access to the Vessel, its bunker tanks, machinery spaces and all relevant records for the purpose of such inspection; and
- (iii) Buyer shall have cooperated in good faith with any de-bunkering or remediation arrangements proposed by Seller.
(g) Seller shall have no responsibility or liability whatsoever for Buyer’s use, burning, blending, or other disposal of any Off-Spec Marine Fuel, including where Buyer decides to burn the Off-Spec Marine Fuel in zones where such Off-Spec Marine Fuel is not allowed to be burned. Any decision by Buyer to use Off-Spec Marine Fuel after becoming aware or having reason to suspect that the Marine Fuel is off-specification shall entirely be at Buyer’s own risk and shall discharge Seller from any liability arising from such use.
(h) Notwithstanding anything to the contrary in the Marine Fuel Contract, Seller shall not be liable for any claims, damages, losses or other costs and expenses whatsoever where there is or has been commingling of the delivered Marine Fuel with other marine fuels or substances aboard the Vessel.

10.3 Other Claims

For any other claims than those listed above in Clause 10.1 and Clause 10.2, such shall be submitted and fully documented by Buyer to Seller within 90 (ninety) days of the occurrence of the action, omission, delay, breach of contract, tort or any other occurrence or circumstances which gives rise to the claim, failing which such claim shall be deemed waived and time barred.

10.4 Time Bar

Without prejudice and subject to Clause 10.1, Clause 10.2, and Clause 10.3, any claim against Seller shall be deemed waived and time-barred if Buyer does not commence legal proceedings for such claim in accordance with Clause 25 (Dispute Resolution) within twelve (12) months after the delivery date of the Marine Fuels or the date that the delivery should have commenced as per the Deal Confirmation.

11. Price

11.1 Seller’s price offered in the Deal Confirmation is valid only if the Vessel arrives within the Delivery Period and shall be in the amount expressed per unit in the currency stated in the Deal Confirmation.

11.2 The price of the Marine Fuel shall be calculated by multiplying the price per unit of measurement of the Marine Fuel as specified in the Deal Confirmation by the delivered quantity of the Marine Fuel recorded on the Bunker Delivery Note and expressed to:

(a) the number of decimal places specified in the Deal Confirmation, or
(b) if the Deal Confirmation does not specify the relevant number of decimal places, the price shall be expressed to three decimal places as follows:
- (i) if the fourth decimal place is five or greater, the third decimal place shall be rounded up to the next numerical digit, and
- (ii) if the fourth decimal place is less than five, the third decimal place shall remain unchanged.

12. Payment

12.1 Payment of the price for the Marine Fuel shall be made in full, without set-off except as expressly provided for in this Clause 12.1, free of bank charges, in advance of delivery.

(a) The payment shall be deemed made on the day it is received in Seller’s bank account. If payment is not made before the first day of the Delivery Period stated in the Deal Confirmation, then Seller may choose not to commence delivery or to terminate the Marine Fuel Contract without incurring any liability to Buyer.
(b) The amount paid may be adjusted based on the actual quantities of Marine Fuel delivered as recorded in the Bunker Delivery Note with refund no later than seven (7) days after delivery. In the event of any disputed amounts, Seller may retain such undisputed amounts and shall hold the disputed amounts as bailee of such amounts pending resolution of the dispute.
(c) The Parties may agree in writing to net invoices for any amounts that are outstanding by confirming the balance due after netting, if any, prior to the due date of the next due invoice, at which point each Party's obligation to make payments to the other will be automatically satisfied and discharged and replaced by an obligation upon the Party by whom the larger aggregate amount would have been payable to pay to the other Party on the date due the agreed balance.

12.2 Seller may, at its discretion, grant credit to Buyer, thereby deferring payment beyond delivery of the Marine Fuel, in which case the applicable credit period shall be stated on the Deal Confirmation. In such case, Seller may, at its discretion, require credit support from Buyer in the form of an irrevocable documentary letter of credit or a standby letter of credit in favour of Seller. In either case, the letter of credit shall be in a form acceptable to Seller and Buyer shall cause such letter of credit to be opened with or confirmed by a first-class international bank acceptable to Seller.

(a) Buyer’s failure to provide credit support in accordance with Clause 12.2 shall be regarded as a repudiatory breach of the Marine Fuel Contract, entitling Seller to terminate the Marine Fuel Contract and claim damages. Any delay in exercising such a right to terminate the Marine Fuel Contract shall not constitute a waiver of that right.
(b) Regardless of Seller exercising its right to terminate the Marine Fuel Contract in accordance with Clause 12.2(a), Seller shall be under no obligation to commence delivery of the Marine Fuel and shall be entitled to claim damages, including demurrage.

12.3 Where the applicable pricing mechanism and/or the availability of quantity measurements does not allow for the preparation of a final invoice prior to the payment due date, Seller may issue, and Buyer shall make payment against a provisional invoice. The provisional invoice shall, unless otherwise agreed between the Parties, be based upon the pricing information available to Seller at the time it issues such provisional invoice.

12.4 Payment of any balance due by either Party to the other shall be made within three (3) New York banking days of receipt of the invoice or provisional invoice, as the case may be, which shall be prepared as soon as practicable after all the relevant pricing and/or quantity information becomes available to Seller.

12.5 All prices exclude VAT and/or taxes. At no point in time shall Seller be time barred from charging VAT and/or taxes applying to the delivery of the Marine Fuel.

12.6 If Buyer fails to make payment to Seller’s account within the due date stated on the invoice, then Seller shall be entitled to charge Buyer interest at the rate stated on the invoice, without prejudice to any other right or claim of Seller. Seller is under no obligation to make Buyer aware of overdue payments before charging interest. If interest rate is not stated on the invoice(s), then it shall be three percent (3%) monthly, prorated for the number of days the payment remained overdue in any particular month.

12.7 Notwithstanding any other agreements, all unpaid invoices shall become due immediately if (i) Seller reasonably believes that the likelihood of receiving the funds owed is jeopardized due to a change in Buyer’s financial situation or (ii) an Insolvency Event for Buyer, and, in such case, Seller may request adequate assurance, suspend all pending deliveries, terminate the Marine Fuel Contract, or act in accordance with any other remedies available pursuant to these Terms and Conditions or Applicable Laws.

13. Title and risk

13.1 Title to the Marine Fuel shall pass from Seller to Buyer upon the later of (i) full payment of the invoice or (ii) the moment the Marine Fuel passes the inlet flange of the Vessel. Until payment is made, Buyer agrees that it is in possession of the Marine Fuel solely as bailee for Seller.

13.2 Risk in the Marine Fuel shall pass from Seller to Buyer at the moment the Marine Fuel passes the inlet flange of the Vessel.

13.3 If, prior to Buyer’s payment, Seller’s Marine Fuels are commingled with other marine fuels on board the Vessel, title to the Marine Fuels shall remain with Seller corresponding to the quantity of the Marine Fuels delivered.

14. Lien

14.1 Buyer agrees and warrants that Seller shall have and may assert a lien on the Vessel for the amount due for the Marine Fuel delivered together with interest accrued and all other claims Seller might have against Buyer pursuant to the Marine Fuel Contract.

14.2 Any additions to the Bunker Delivery Note regarding the existence of the lien agreed under this Clause 14, including disclaimer of lien stamps, shall have no legal effect whatsoever between the Parties or towards third parties.

14.3 Seller is entitled to rely on any provision of law of the flag state of the Vessel, the place of delivery or where the Vessel is located granting Seller a lien or a maritime lien in the Vessel and/or providing for the right to arrest the Vessel. Nothing in the Marine Fuel Contract shall be construed to limit the rights or legal remedies that Seller may have against the Vessel or Buyer in any jurisdiction.

15. Taxes

15.1 Buyer shall pay for and be responsible for any taxes, duties, charges, tariffs and fees or any other charges levied or imposed in the country of the Delivery Location by any national, state, or local governmental authority, including VAT, sales tax, excise duties or customs duties.

15.2 Buyer shall provide Seller with all necessary information to comply with any rules, laws and regulations on VAT, sales tax, excise duties or any other type of taxes, duties or fees. Where requested by Seller, Buyer shall provide documentation for presentation to relevant authorities.

15.3 Buyer shall indemnify Seller against any duties, taxes, charges, costs, liabilities, interests and penalties as may be incurred by Seller as a result of Buyer’s failure to comply with Clause 15.1 and Clause 15.2.

16. Indemnity

16.1 Without prejudice to any other claims or remedies expressly arising hereunder (including, for the avoidance of doubt, any indemnity obligation arising under Clause 20 (Foreign Trade Controls) and Clause 21 (Anti-corruption)), each Party shall defend, indemnify and hold the other Party harmless for any and all liability, loss, claims, expenses or damages suffered or incurred by any reason of, or in connection with, the acts and omissions by the indemnifying Party in relation to the purchase and sale, use, storage or handling of the Marine Fuel, except to the extent of negligence of the indemnified Party.

17. Liability

17.1 Notwithstanding anything to the contrary in the Marine Fuel Contract, Seller’s total liability to Buyer for any and all categories of loss and/or damages or whatsoever kind and type howsoever arising shall not exceed the lesser of (i) the invoice price for the Marine Fuel that is the subject of the claim or (ii) five hundred thousand United States Dollars (USD 500,000.00). If a claim relates to a specific part of a larger order for Marine Fuel, then only the contract value of such specific part shall be taken into account for the purpose of determining the value of (i) above.

17.2 Notwithstanding anything to the contrary in the Marine Fuel Contract, Seller shall not be held liable for any consequential, indirect or punitive damages or losses that Buyer may incur.

18. Environmental protection and oil spillage

18.1 It is Buyer’s sole responsibility that the Vessel and its crew comply with and are informed of all health, safety and environmental regulations and laws in relation to the receipt, handling and use of Marine Fuel. Furthermore, Buyer warrants that the Vessel complies with all national and international governmental and pollution regulations.

18.2 Each Party defends, indemnifies, and holds the other Party harmless for any claims, losses, damages, expenses, penalties, or other liabilities incurred, including those incurred under any Applicable Laws related to pollution, as a result of any pollution arising out of or in connection with the performance of the Marine Fuel Contract where such leakage is caused or contributed to by that Party. To the extent that such pollution is caused or contributed to by any fault on the part of both Parties, each Party shall defend, indemnify, and hold harmless the other Party for its respective degree of fault.

19. Force Majeure

19.1 Neither Party shall be liable to the other for any loss, damage, or delay caused by the occurrence of the Force Majeure event under a Marine Fuel Contract to the extent and for the duration of the Force Majeure event, except to the extent that the unaffected Party incurs unnecessary damages due to the invoking Party’s failure to comply with Clause 19.2 below.

19.2 Upon the occurrence of any Force Majeure event, the Party invoking Force Majeure:

(a) must make all reasonable efforts to avoid, minimize, or prevent the effect of the Force Majeure event and shall continue to perform any obligations under the Marine Fuel Contract to the extent not prevented by such Force Majeure event; and
(b) shall notify the other Party in writing as soon as reasonably practicable of the events that warrant such invocation, the obligations affected by such Force Majeure event, and the invoking Party’s plan to mitigate the situation.

19.3 For the avoidance of doubt, in no instance shall the obligation of Buyer to pay money owed in connection with the performance of a Marine Fuel Contract be excused due to a Force Majeure event.

19.4 Notwithstanding anything else contained in this Clause 19, neither Party shall be obligated to settle any strike, lockout or other labour disturbance or disputes in a manner contrary to its interest, which shall be determined in the affected Party’s sole discretion.

19.5 Seller reserves the right to increase the price charged for any Marine Fuels if there is any increase in the costs incurred by Seller in making the relevant supply due to a Force Majeure event.

20. Foreign Trade Controls

20.1 Each Party shall comply with all Foreign Trade Controls and each Party represents and warrants to the other Party, currently and throughout the course of delivery and payment of the Marine Fuel pursuant to any Marine Fuel Contract, that:

(a) it is not a Sanctioned Party, nor is it directly or indirectly owned or controlled, acting on behalf of or for the benefit of, any Sanctioned Party;
(b) it has not within the last five (5) years been convicted or penalized for violation of any Foreign Trade Controls;
(c) no Sanctioned Party has any interest of any nature whatsoever in either Party or in any right arising out of or in relation to, either directly or indirectly, any Marine Fuel Contract between the Parties;
(d) it will not take any action, or omit to take any action, that would cause the other Party to violate Foreign Trade Controls or otherwise confer a benefit on a Sanctioned Party;
(e) it has obtained all necessary sanctions, export, re-export, and/or import license or permits for Marine Fuel that may be required for the sale and purchase of the Marine Fuel under Foreign Trade Controls; and
(f) no part of the performance of a Marine Fuel Contract or any related transaction will involve, directly or indirectly, any Sanctioned Party or any funds or assets that are blocked or frozen under Foreign Trade Controls, and the Marine Fuel has not and will not be for the use of any Sanctioned Party or in violation of any Foreign Trade Controls.

20.2 Buyer represents, warrants and covenants that the Marine Fuel will not be exported, transported, stored, sold, used or otherwise transferred, directly or indirectly, in any manner that would violate or evade Foreign Trade Controls.

20.3 Buyer further warrants that the Vessel shall not:

(a) be owned, chartered, operated or crewed by a Sanctioned Party;
(b) be a designated vessel by any Foreign Trade Controls;
(c) be flagged in a jurisdiction subject to comprehensive Foreign Trade Controls;
(d) transport any cargo in violation of Foreign Trade Controls; or
(e) otherwise be subject to Foreign Trade Controls.

20.4 Buyer shall not undertake any action that, although not in violation of Foreign Trade Controls, could significantly damage Seller’s commercial or other reputational interests.

20.5 Each Party shall immediately notify the other Party in writing if any warranties, representations or covenants in this Clause 20 are no longer true or have been breached or such Party has a reasonable basis to believe that any warranties, representations or covenants in this Clause 20 are no longer true or inaccurate or have been breached.

20.6 If a Party is in breach of any of the representations, warranties or covenants set forth in this Clause 20, the other Party may, in its sole discretion and without formal notice, terminate the Marine Fuel Contract with immediate effect and without incurring liability of any kind to the Party in breach. Further, the breaching Party shall defend, indemnify and hold harmless the non-breaching Party from and against any and all liabilities, losses, claims, fines, penalties, expenses or damages suffered or incurred by it for any reason of, or in connection with the other Party’s breach of this Clause 20.

21. Anti-corruption

21.1 Each Party undertakes and warrants that (i) it and each of its directors, officers, or sub-contractors shall comply in all material respects with all applicable anti-corruption laws and regulations, including the US Foreign Corrupt Practices Act and the UK Bribery Act of 2010; and (ii) it and each of its directors, officers, or sub-contractors shall not, directly or indirectly, give, promise, attempt to give, or authorize the giving of, anything of value to any person or entity for the purpose of securing any improper advantage for Seller or Buyer.

21.2 Each Party agrees to immediately notify the other Party in writing if any representations, warranties or covenants in this Clause 21 are no longer true or have been breached or such Party has a reasonable basis to believe that any representations, warranties or covenants in this Clause 21 are no longer true or have been breached.

21.3 Either Party may, at its sole discretion and without formal notice, terminate the Marine Fuel Contract, without liability, immediately if the other Party is in breach of this Clause 21, and the breaching Party shall defend, indemnify and hold the non-breaching Party harmless for any and all liability, loss, claims, expenses or damages suffered or incurred by it for any reason of, or in connection with the other Party’s breach of this Clause 21.

21.4 If a Party is in breach of any of the representations, warranties or covenants set forth in this Clause 21, the other Party may, in its sole discretion and without formal notice, terminate the Marine Fuel Contract with immediate effect and without incurring liability of any kind to the Party in breach. Further, the breaching Party shall defend, indemnify and hold harmless the non-breaching Party from and against any and all liabilities, losses, claims, fines, penalties, expenses or damages suffered or incurred by it for any reason of, or in connection with the other Party’s breach of this Clause 21.

22. Confidentiality

22.1 Neither Party shall disclose to any third party any Confidential Information, except with the prior written consent of the other Party (such consent shall not be unreasonably withheld, conditioned, or delayed) or to the extent required by Applicable Laws or requested by any governmental authority or a court of competent jurisdiction. If a Party is required to disclose any such information by Applicable Laws, a governmental authority, or a court of competent jurisdiction, then such Party shall, where permitted, notify the other Party and shall disclose only the minimum Confidential Information required to satisfy such requirements or requests. This Clause 22.1 shall survive one (1) year from the expiration or termination of any Marine Fuel Contract.

23. Notices

23.1 No notice from Buyer to Seller given under a Marine Fuel Contract shall be effective unless or until it has been received by Seller in writing within Business Hours on a Business Day. Any written notice received outside such Business Hours or on a non-Business Day shall be deemed to have been received during Business Hours on the next Business Day.

24. Governing Law

24.1 The Marine Fuel Contract, and any dispute or claim between the Parties arising out of or in connection therewith, including any dispute regarding the existence, validity or termination thereof, shall be governed by and construed in accordance with the law of England and Wales without giving effect to any conflict of laws principles thereof that would otherwise require the application of the law of any other jurisdiction.

24.2 The Parties agree that the UN Convention on Contracts for the international sale of goods and the convention on the limitation period in the international sale of goods shall not apply to this Marine Fuel Contract or the respective rights and obligations of the Parties hereunder.

25. Dispute Resolution

25.1 Any dispute described in Clause 24.1 shall be finally settled by arbitration conducted under the Rules of Procedure of the Arbitration Act of 1996 and any modification or re-enactment thereof along with the LMAA Terms in force at the time when such arbitration proceedings are commenced.

25.2 The place of arbitration shall be London, England, and the language of the arbitration shall be English.

25.3 The arbitration tribunal shall be composed of three (3) arbitrators appointed in accordance with LMAA Terms.

25.4 Any dispute in which no claim or counterclaim exceeds the sum of one hundred thousand United States Dollars (USD 100,000.00) shall be conducted in accordance with the LMAA Small Claims Procedures current at the time of dispute.

26. Miscellaneous

26.1 Assignment

Buyer may not assign, novate or otherwise transfer any Marine Fuel Contract or any of its rights or obligations under any Marine Fuel Contract without the prior written consent of Seller. Seller may, in its sole discretion, assign, novate, and otherwise transfer any Marine Fuel Contract and any rights and obligations under any Marine Fuel Contract, both in whole or in part.

26.2 Insolvency

With prejudice to the accrued rights hereunder, Seller may terminate any Marine Fuel Contract upon the occurrence of an Insolvency Event.

26.3 Severability

If any provision of these Terms or Conditions or any Marine Fuel Contract becomes or is held to be illegal, invalid, or otherwise unenforceable, such provision shall be deemed amended insofar as necessary to avoid such illegality, invalidity, or unenforceability, or, if such amendment is not possible, the provision shall be deemed deleted, with the remaining provisions in full force and affect.

26.4 Third Party Rights

No term of the Marine Fuel Contract except as otherwise expressed herein is intended to, or does, confer a benefit or remedy on any third party. A person, company or other legal entity who is not a party to the Marine Fuel Contract shall neither have nor acquire, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise any rights in relation to the Marine Fuel Contract. Further, the Parties hereto may rescind or vary the Marine Fuel Contract, whether in whole or in part, without the consent of any third party.

MAERSK OIL TRADING SUSTAINABILITY ANNEX

1. Purpose and Interpretation

1.1. This Maersk Oil Trading Sustainability Annex (the “Sustainability Annex”) applies together with the Maersk Oil Trading General Bunker Terms and Conditions for the Sale of Marine Fuels available at https://terms.maersk.com/ (the “Terms and Conditions”) and forms part of the Parties’ Marine Fuel Contract if such applicability is stated in the Deal Confirmation.

1.2. This Sustainability Annex sets out the certification and sustainability requirements applicable to the sale and bunker supply of bio-methanol, e-methanol, biodiesel and any other types of Marine Fuel as may be stated in the Deal Confirmation.

1.3. Any capitalized terms used herein but otherwise undefined shall have the meaning set forth in the Terms and Conditions.

1.4. In the event of any conflict or inconsistency between the Deal Confirmation and this Sustainability Annex, the Deal Confirmation shall prevail to the extent of the conflict, and in the event of any conflict or inconsistency between the Terms and Conditions and this Sustainability Annex, this Sustainability Annex shall prevail.

2. Definitions

Except where otherwise specified, capitalized words used in this Sustainability Annex shall have the following meanings:

2.1. ISCC: means the International Sustainability and Carbon Certification.

2.2. ISCC EU: means the voluntary certification system initiated by the ISCC and recognized by the European Commission, which certifies compliance with the requirements of RED.

2.3. ISCC EU Certification: means a certificate verifying compliance with RED and issued by the ISCC EU pursuant to the terms and directions set forth by ISCC EU.

2.4. Proof of Sustainability: means the document issued by Seller to Buyer evidencing the sustainable contents and amounts of the Marine Fuel sold and delivered to Buyer.

2.5. RED: means (i) Directive (EU) 2018/2001 of the European Parliament and of the Council of 11 December 2018 on the promotion of the use of energy from renewable sources (recast), and (ii) Directive (EU) 2023/2413 of the European Parliament and of the Council of 18 October 2023 amending Directive (EU) 2018/2001, Regulation (EU) 2018/1999 and Directive 98/70/EC as regards the promotion of energy from renewable sources, and repealing Council Directive (EU) 2015/652, and where applicable to the Marine Fuel sold and supplied to Buyer, (iii) Commission Delegated Regulation (EU) 2023/1184 of 10 February 2023 supplementing Directive (EU) 2018/2001 of the European Parliament and of the Council as establishing a Union methodology on the production of renewable liquid and gaseous transport fuels of non-biological origin, and (iv) Commission Delegated Regulation (EU) 2023/1185 of 10 February 2023 supplementing Directive (EU) 2018/2001 of the European Parliament and of the Council by establishing a minimum threshold for greenhouse gas emissions savings of recycled carbon fuels and by specifying a methodology for assessing greenhouse gas emissions savings from renewable liquid and gaseous transport fuels of non-biological origin and from recycles carbon fuels.

3. Certification and Sustainability Specifications

3.1. Compliance with RED

a. Unless otherwise stated in the Deal Confirmation, the Marine Fuel shall meet the requirements of RED to the extent applicable to the Marine Fuel.

3.2. ISCC EU Certification

a. Seller shall be certified under an ISCC EU Certification or any similar voluntary certification scheme stated in the Deal Confirmation, which shall remain valid for the duration of the Marine Fuel Contract and until the date of issuance of the Proof of Sustainability by Seller to Buyer.

3.3. Proof of Sustainability

a. Seller shall provide Buyer with a Proof of Sustainability. The Proof of Sustainability shall be in accordance with the requirements of the ISCC EU, or the requirements of such other applicable voluntary certification scheme as stated in the Deal Confirmation, current at the time Seller issues the Proof of Sustainability to Buyer, which includes information on the sustainable content and quantity of the Marine Fuel (i.e., the quantities of the Marine Fuel delivered which are biodiesel, bio-methanol, or e-methanol) and the greenhouse gas emissions of the Marine Fuel.
b. The quantity of sustainable content stated in the Proof of Sustainability shall be (i) based on a mass balance principle in accordance with the requirements and methodology of ISCC EU (or such other voluntary certification scheme as may be stated in the Deal Confirmation), and (ii) shall be final and binding on the Parties. Seller shall not be responsible for any discrepancy between the values and quantity of sustainable content stated in the Proof of Sustainability and any third-party test result requested and/or obtain by Buyer or by any third party.
c. Seller shall provide the Proof of Sustainability within sixty (60) Business Days from the date upon which risk and title in the Marine Fuel pass from Seller to Buyer. Where legally required, or if chosen by Seller, Seller shall use the applicable EU or national database, or a database established by the applicable voluntary certification scheme to provide the Proof of Sustainability to Buyer.

4. Feedstock

4.1. Unless otherwise stated in the Deal Confirmation, the feedstocks used to produce the Marine Fuel shall be in accordance with the requirements of the ISCC EU or such other voluntary certification scheme stated in the Deal Confirmation.

5. Environmental Attributes

5.1. Seller retains no rights to environmental attributes arising out of the volumes of Marine Fuel sold to Buyer, and the environmental attributes connected to the Marine Fuel shall be sold with the Marine Fuel and transferred to Buyer and shall be evidence by the delivery of the Proof of Sustainability.

5.2. Notwithstanding anything to the contrary herein, if Seller becomes a mandated or voluntary participant in any scheme, initiative, or program requiring or enabling Seller to utilize the Marine Fuel as compliance under such scheme, then Seller may surrender the Proof of Sustainability to such national or supranational authority to satisfy its obligations under such scheme. If permitted by the relevant national or supranational authority, Seller shall allocate the environmental attributes connected to the Marine Fuel to Buyer and shall instead of the Proof of Sustainability provide to Buyer a proof of compliance or other documentation equivalent to the Proof of Sustainability evidencing such environmental attributes.

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