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Dalmare SpA
The General Terms and Conditions indicated herebelow will apply to all sales of Marine Fuels by Dalmare Spa and it is understood that they are implicitly accepted by Buyers at the moment of the Confirmation.
These General Terms and Conditions provide all the terms which the Parties have agreed upon in relation to the sale of Marine Fuels and none of the Parties has been induced to enter into this Agreement by a statement or a promise not shown here within.
These General Terms and Conditions will apply to any and all sales of Marine Fuels even if not referred to in Fax/E-Mail exchange and can be modified or integrated by the Parties only in writing.
For deliveries by barge or truck the risk and title on the products will pass onto Buyer at the vessel's permanent bunker hose connection. Connection and disconnection of delivery hoses are at the risk of Buyer.
All deliveries are subject to weather permitting, vessels' priority, if any, and working hours. If vessel arrives out of working hours, all extra costs are for Buyer's account.
Seller shall not be liable for any loss or demurrage due to congestion of the terminal or to lack of availability of barges for the delivering of the products.
Deliveries off shore are in any case subject also to the barge's captain confirmation that weather conditions permit delivery in conformity to port regulations on off shore bunkering. In case the delivery cannot be performed because of the barge Captain determinations, Seller will not be held responsible for non delivery or delay of the same.
Buyer shall:
- Procure a safe berth.
- All costs due to terminal or berth congestion shall be for Buyer's account.
- Pay all costs and port expenses.
- Ascertain and guarantee that vessel tanks are clean and cargoworthy under all respects.
- Communicate to Seller the exact time of the bunker delivery. The failure by Buyer or by his local representative to give such communication shall render the Seller free from his obligation to deliver the Marine Fuel and the order of bunker shall be deemed cancelled.
- Buyer shall indemnify Seller of costs and expenses for barge demurrage or truck overtime due to his delay in prompt acceptance of the delivery.
- Pay the price of bunker and related costs.
- Should the vessel for any reason arrive later than 3 days after the ETA reported in the bunker confirmation, reimburse to Seller all costs and expenses due to the late arrival of the vessel, being in any case understood that Seller will be rendered free of its obligation to deliver bunker.
- Pay for all costs and reimburse to Seller all expenses and charges due to his unfulfillment of any of his obligations shown here within. The quantity to be sold is the one indicated in Buyer’s request communicated to Seller directly or through his agent/broker and confirmed by Seller to Buyer or to his agent/broker.
Seller shall:
- Make sure that the product to be delivered complies with specifications requested and accepted.
- Perform the delivery in conformity with agreed terms.
Should Buyer require a different quantity to be delivered after Seller’s confirmation, Seller will make all reasonable efforts to satisfy Buyer’s request but without any obligation whatsoever to deliver the quantity in excess of the one indicated in the Bunker Confirmation.
Quantity shall be the one determinated by local Custom officers, and it is understood that the quantity binding upon the parties shall be exclusively the one resulting from such determination, indicated in the pertinent document endorsed by Customs, references of which are shown in the Bunker Delivery Receipt.
Quality shall be in conformity with ISO 8217:2005 specifications.
Four representatives samples will be drawn at the time of the delivery (two for the vessel and two for the barge/truck) and it is understood and accepted by the Parties that regulations and procedures contemplated under chapter 10 of EN ISO 4259 are applicable to quality disputes. Alternatively the Parties under these circumstances may agree to proceed to analyse one of the four samples countersigned by the Parties (Vessel’s and Buyer’s representative) referred to in the Bunker Delivery Receipt at a laboratory mutually agreed and at the presence of the Parties representatives. The results of such analysis will be final and binding for the Parties.
Prices shall be those agreed and Buyer shall pay or reimburse also for the following charges if and when incurred:
a) current barge tariffs, for any delivery by barge;
b) current truck tariffs, for any delivery by truck;
c) any mooring or unmooring charges, booms charges, agency fees or port dues which Seller may incur in connection with bunkered vessel;
d) any duties and/or taxes incurred by Seller or for which Seller is accountable in respect of the delivering of Marine Fuel;
e) any additional costs incurred by Seller in relation to barge demurrage and/or to service performed on Buyer request, out of the normal working hours/days.
The invoice will be sent by authorised courier or through the Postal Service and may be anticipated by fax or e-mail on request.
Seller shall invoice on the basis of the quantity indicated in the Custom document.
The invoice will be sent by authorised courier or through the Postal Service and may be anticipated by fax or e-mail on request.
Seller shall invoice on the basis of the quantity indicated in the Custom document.
The invoice shall indicate prices of the products and include all data, and specifically:
- the product and the quantity delivered;
- the Custom position;
- the port and the terms of delivery.
Payment to Seller for Marine Fuel delivered shall be made in US Dollars or, at Seller’s option, in Euro, within 30 days from delivery date but Seller may at his option require cash payment.
Payment to Seller shall be made into Seller’s Bank account by telegraphic transfer of invoice amount.
Should payment by Buyer not be made within the requested date, Seller will charge Buyer the default interests in conformity with the provisions of EC Directive n. 2000/35.
Should the last date for the payment fall on a Saturday, payment shall be made on the nearest preceding banking day; should the last date for the payment fall on a Sunday or non banking day, payment shall be made on the subsequent following banking day.
Buyer shall indemnify and hold Seller harmless from any and all consequences and/or responsibilities arising out of any and all uses of the product by Buyer after the product has been delivered to Buyer and guarantees that the Marine Fuel supplied by Seller shall not be used in any way other than by the Buyer’s vessel supplied. Buyer responsibility remains also if the contract was formalised by his representative.
Buyer may require to be provided with the “Product Safety Data Sheet” to be made known to Buyer’s personnel.
Any and all claims arising out or in connection with Marine Fuel supplied shall be null and void if not submitted by Buyer to Seller within 15 days from the date of delivery indicating the reason of the claim.
Seller and Buyer shall not be liable for delay or failure to perform this Agreement when such performance is prevented either totally or partially by a force majeure cause, meaning such expression any cause beyond the reasonable control of the Parties themselves including but not limited to act of God, war whether declared or not, act of terrorism, civil commotion, earthquakes, breakdown or damage to producing, manufacturing, delivering facilities, strike, whether involving Seller’s or Buyer’s or otherwise, shortage of supply sources and/or of transportation carriers, exceptional weather conditions, closing or limitations of functioning of power plants and/or storage facilities.
Should such a contingency prevent or delay one of the Party’s performance, the occurrence shall be made known to the other Party.
The Party whose performance is delayed shall communicate the approximate duration of such a contingency, when known, and shall make any reasonable efforts to remove or to timely mitigate the effects of such event.
Should the performance be prevented, or delayed for more than 5 days, the agreement will be terminated and the Parties shall be relieved of their obligations hereunder.
Quantities not sold or purchased due to the occurrence of such a contingency cannot be recovered at a later date.
The Parties agree that events, not foreseeable when this agreement is stipulated and not attributable to any of the Parties, may occur and make the Contract too burdensome to one of the Parties. In the above case the Parties shall exercise their best efforts to agree on the actions to taken for such extraordinary onerosity. Should the cause not be removable the Party affected may terminate the contract in accordance with article 1467 and following ones of Italian Civil Code.
This Agreement will be terminated in case one Party goes into bankruptcy or liquidation or becomes subject to any other from of insolvency procedures and in the other cases expressly indicated in this Agreement.
Except as otherwise provided, termination will come into effect upon written notice by one Party to the other Party indicating the motives of the notice of termination.
This Agreement may not be assigned by one Party to third Parties without the written consent of the other Party.
Except as otherwise expressly agreed to in writing, the Agreement, its performance and enforcement shall be governed by and construed in accordance with Italian Laws.
The Livorno Court of Justice is the competent one for the disputes.
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