GENERAL CONDITIONS FOR THE SALE OF MARINE FUEL

DISCLAIMER:

Please be advised that the English language version of these Terms & Conditions has been translated from the original Spanish version using artificial intelligence technology. This translation is provided for reference purposes only. While every effort has been made to ensure accuracy, the English version may contain discrepancies or differences in interpretation due to the nuances of language translation. Therefore, the Spanish version of the Terms & Conditions shall prevail and be considered the authoritative and binding version. Users are advised to consult the original Spanish document for any legal purposes or in cases where precision and legal authenticity are required.

CLAUSES

1. DEFINITIONS

1.1 In these Specific General Conditions of Contract for the sale of Marine Fuel (“the Conditions” or “Bunkering Conditions”):

1. “Agent” means any company – other than a subsidiary or belonging to the Company or Customer’s group – acting on behalf of the Company or Customer, either by contract or de facto regarding the actual supply of Marine Fuels or placing the order for Marine Fuels on behalf of the Customer. All fuel sales made by the Company are carried out relying on the declaration and implied or express warranty of a Customer’s Agent acting with full and unlimited powers granted by the Customer to directly bind the Customer and the Vessel.
2. “BDN” means Fuel Delivery Note.
3. “Vessel” means the vessel designated by the Customer to receive the Marine Fuels. For the purposes of these General Conditions, the word “Vessel” includes vessels that are not legally considered ships, such as marine platforms, hovercrafts, and any other propelled or non-floating object, as well as recreational and fishing vessels and yachts.
4. “Marine Fuels” means any marine fuel oil, marine diesel fuel, marine gas oil, LNG, and any other that may be included/excluded at any time in/from the Company’s Website: https://[•]. Marine Fuels supplied to the Vessel shall be deemed supplied whether they are supplied directly or as a subcontractor.
5. “Company” means the legal entity of the Estela Group that concludes the Sale and Purchase Contract with the Customer.
6. “Customer” means the party requesting the Company to sell and supply or arrange the sale and supply of Marine Fuels. If the Customer acts as a trader, broker, agent, manager, purchasing office, or in any other similar capacity, it shall declare and warrant upon order to the Company and its Agents that it has full authority to appoint the Company as the physical or ultimate supplier of the Vessel under the ultimate authorization of its owners and/or charterers.
7. “Commitment” or “Supply Commitment” means a fuel refueling commitment or any other commitment regulated by these conditions. For the avoidance of doubt, both a Variable Price Term Agreement and a Fixed Price Basis Agreement are a Commitment.
8. “Contract” means collectively the Specific Conditions, these General Conditions, and the General Conditions of Contracting Services of the Estela Group which, together, shall be considered a contract for the Sale and Purchase of Marine Fuels.
9. “Day” means a natural day unless otherwise indicated.
10. “Business Days” means business days according to the official calendar of the Company’s facilities.
11. “Supplying Company” means the party that has Marine Fuels available for sale at a given port and to which the Company requests to supply them to the Customer. When the Company itself has Marine Fuels for sale at the specified port, it will act both in its capacity as a party to these General Conditions and as a Supplying Company as described herein.
12. “Equipment” means the Customer’s equipment at the Supply Port.
13. “ETA” means the estimated arrival date of the Customer’s Vessel requiring the supply of Marine Fuels.
14. “ETD” means the estimated departure date of the Customer’s Vessel requiring the supply of Marine Fuels.
15. “Force Majeure” means all foreseeable or unforeseeable events that, being beyond the control of the parties, cannot be avoided using reasonable means and that have a direct effect on the performance of such party, preventing or unduly hindering the fulfillment of the obligations arising from these General Conditions. This concept expressly excludes the Customer’s payment obligations regarding the “Marine Fuel” supplied. For these purposes, Force Majeure causes include, but are not limited to, the following:

(i)  war, hostilities, blockades, riots, civil uprising, strikes, roadblocks, labor or employment disputes, epidemics, fires, floods, ice, sea hazards, or other events caused by nature;

(ii) import, export, or transit prohibition or any other executive or legislative action of any government of the country of origin or within the territory where the raw materials are to be supplied; and

(iii) total or partial breakdown of supply means, transport problems affecting the fuel to be supplied or its raw materials, energy supply cuts, or other causes or circumstances that aggravate any existing difficulty at the time of the contract and prevent the possibility of supplying the contracted Marine Fuels.

1. “Working Hours” means the Working Hours at the Company’s registered office.
2. “Mandatory Compliance Legislation” means the international, federal, state, national, local, etc. regulations mandatorily applicable to the Contract and whose application cannot be waived or modified.
3. “Pre-Supply Checklist” means the checklist prepared by the Company and signed by or on behalf of the Company and the Customer to confirm agreement on the conditions and procedures under which the physical supply of Marine Fuels will be carried out.
4. “Supply Margin” means the date range designated in the Contract (as applicable) that will start on the ETA and end on the ETD. The Supply Margin shall not exceed four (4) days.
5. “Prohibited Country” means any country that (i) at the time of sale is declared as a destination subject to embargo by the governments of the European Union, the United States of America, or the country where the Marine Fuels are produced or from which the Marine Fuels are exported; or (ii) is a prohibited destination under the conditions under which the Company has acquired the Marine Fuels; and will always include any other country that the Company may occasionally advise at its sole discretion.
6. “Party” means the Company or the Customer.
7. “Owner/Charterer/Operator of the Vessel” means the company or person owning the Vessel or having full legal and contractual powers and the capacity to purchase the Marine Fuels under the Contract and to bind the Vessel in rem, either directly or through an agent.
8. “Supply Port” means the port or place where the Marine Fuels are supplied under a Commitment.

2. SCOPE OF APPLICATION

2.1 All sales of Marine Fuels by any Company of the Estela Group are subject to these Conditions. Thus, by contracting with the Company, the Customer accepts that these Conditions apply to any request for Marine Fuel Sale, and to the sale and supply itself, transmitted either verbally, by telex/fax, email or other means, even when no specific reference is made to them.

2.2 These General Conditions constitute an integral part and regulate the Marine Fuel Sale Contracts concluded between “the Company” and “the Customer” as well as in everything related to requests, quotes, offers, designation, supply, services, price, and payment of the Marine Fuel sold and all subsequent contracts of any nature. In case of any discrepancy between these General Conditions and the Specific Conditions agreed upon by the parties in each case, the latter shall prevail, without prejudice to what is stipulated in clause 7 concerning supplies by Supplying Companies not belonging to the Estela Group.

2.3 Unless otherwise agreed in writing between the Company and the Customer, these general conditions, with their eventual modifications, replace previous conditions and nullify all conditions stipulated, incorporated or mentioned by the Customer, whether in its order, documentation sealing or elsewhere other than the Specific Conditions.

2.4 The statements made outside the Contract in any form, including, but not exclusively, in brochures, catalogs, trade publications, and correspondence, as well as in any correspondence sent by any means (whether electronic or printed) or oral communication, will have no contractual effect unless they are expressly mentioned in these General Conditions or in the Contract. Any offer, counteroffer, or proposed modification by the Customer will not be considered implicitly accepted by the Customer and incorporated into the Contract unless the same Customer expressly accepts it in writing.

2.5 The General Conditions of Contracting of the Services of the Estela Group will also be applicable subsidiarily in everything not regulated by these Bunkering Conditions and their Specific Conditions.

3. OFFERS, QUOTATIONS, AND PRICES

3.1 Supply Request

3.1.1 The Customer shall notify the Company in writing of the supply request, which shall contain at least a detailed description of the type of Marine Fuel that the Company will supply to the vessel designated by the Customer, as well as an approximate indication of the volume of Marine Fuel (in metric tonnes or cubic meters) to be supplied and the location(s) and date(s) at which the supply will be received. Hereinafter referred to as the “Supply Request.”

3.1.2 The Customer has the absolute and exclusive responsibility for the choice and description of the Marine Fuel to be supplied, which must be suitable for the vessel. The Customer shall also be solely and exclusively responsible for the compatibility between the indicated Marine Fuel and the fuels on board the vessel before the supply.

3.1.3 The quality of the Marine Fuel supplied by the Company shall match the guaranteed quality at the time and place or port of supply of such Marine Fuel in accordance with Clause 9.

3.1.4 Unless expressly agreed otherwise in the Contract, the quality of the Marine Fuels shall be determined in accordance with ISO 8217 – latest version – or in any other manner specified in the Sales Offer (as defined in Clause 3.2 below).

3.2 Sales Offer

The Company shall prepare a sales offer that will establish the conditions of the Port of Supply or another location (only if permitted by applicable law) and the Supply Margin in which it is willing to provide the requested supply (hereinafter, the “Sales Offer”). In the Sales Offer, the Company shall also indicate the price (or a formula for determining it) and the payment conditions for the supply, as well as – when applicable – the maximum quantity of Marine Fuels it is willing to supply and the means at its disposal to carry out the supply in the requested port or location.

3.3 Sales Formalization

3.3.1The Sales Offer shall be binding on the Company for twenty (20) minutes from the hour and minute it is sent, unless otherwise stated in the offer, and shall expire if the Seller does not receive a written Definitive Supply Order (as defined in Clause 3.4 below) from the Customer within the twenty (20) minutes indicated. If the Customer remains interested in purchasing the Company’s Marine Fuels, they shall request a new updated Sales Offer, and the entire process shall be repeated. The Company may, at its sole discretion, extend the validity period of any Sales Offer.

3.3.2 In the Definitive Supply Order, the Customer, in addition to unconditionally confirming their decision to acquire the Marine Fuels at the price and conditions set out in the Sales Offer, shall provide the Company in writing with the following information:

– Name, VAT or CIF number or equivalent tax identification number according to the Customer’s laws; address and place of registration in the Customer’s registry; in the case of vessels registered under a non-Spanish flag, the name and VAT of the Agent;

– Name, IMO number, and flag of the vessel;

– Name, VAT or CIF number or equivalent tax identification number according to the laws of the Customer; address and place of registration in the registry of the Owner of the vessel and of the Ship-owning Companies;

– Location or Port of Supply of the Marine Fuel;

– Estimated or approximate date and time of arrival (ETA) of the vessel at such location or port;

– Description and quantity of the Marine Fuel to be supplied;

– Express and unconditional acceptance of the price (or the means to determine it) and the payment conditions established in the Sales Offer, as well as the supply means and the express acceptance of their respective costs;

– Estimated date of supply of the Marine Fuel;

– Name and address of the person or company expressly designated as the Agent of the vessel who will receive the supply at the location or Port of Supply.

– All information that may be necessary or useful to correctly carry out the supply operation.

– Their knowledge and unconditional acceptance, as well as that of the Owner/Shipowner (as applicable), of these General Conditions and any specific conditions that may have been agreed for the supply in question.

Customer’s Definitive Order

3.4.1 The Customer shall fill in the information requested by the Company in its Sales Offer and shall send the Definitive Supply Order to the Company in writing. The Customer may submit the Definitive Supply Order by sending the Company their own Definitive Supply Order form or a confirmation email to the address [•].

3.4.2 The Definitive Supply Order, which implies the express acceptance without modifying any of the conditions set out in the Company’s Sales Offer, shall only be valid, acceptable, and binding on the Company if the Company receives such information within the validity period of the Sales Offer and, in any case, during business hours on the same working day on which the Company sends the Sales Offer.

3.4.3 In the event that the Customer wishes to request a variation of the conditions of the Definitive Supply Order regarding the final quantities of Marine Fuels to be supplied, the Port or place of supply and/or the Supply Margin for such supply and/or the price (or the formula for determining it) and/or the payment conditions for such supply, they
a) shall expressly communicate this in writing to the Company (as specified in section 3.3 above).

1. b) The Company shall not be bound by the new conditions proposed by the Customer until they are expressly accepted in writing by the Company in a new Sales Offer (Definitive Sales Offer).
2. c) In the absence of such express acceptance, or if the Company expressly rejects the new conditions proposed by the Customer, the Definitive Supply Order shall be null and void, and the Company shall not be obliged to supply the Marine Fuels to the Customer unless the Customer reconsiders their position and expressly and unconditionally accepts the conditions of the Company’s original Supply Order.
   44 The issuance of the Customer’s Definitive Supply Order or the issuance of a Definitive Sales Offer by the Company shall formalize the Commitment between both parties.

3.4.5 If the Customer does not take delivery of the Marine Fuels within the agreed Supply Margin, the Supply Commitment shall be deemed canceled and without effect, without prejudice to the parties being able to enter into a new Contract amending the original conditions and without prejudice to all rights and remedies of the Company against the Customer and its agents for breach of contract, except if expressly waived in writing when and if a new contract is entered into. A waiver of such rights shall not be deemed to exist through a new Commitment between the Company and the Customer unless expressly agreed in writing.

3.4.6 In the event that the Customer unilaterally cancels the Commitment, whether in whole or in part, the Company shall have the right, in any case, to charge (as indicated in the final Sales Offer) a fixed amount for the costs incurred and to claim for damages suffered, and if no cancellation has been notified and the vessel does not arrive at the Port of Supply or the agreed location, the Company shall be entitled to double the compensation. For these purposes, “damages” shall refer to any and all damages, losses, and operational, logistical, and financial losses (including, but not limited to, risk management and coverage) suffered by the Company and directly caused by the Customer’s cancellation. The Company informs the Customer that, as a customary business practice, predictable financial expenses and costs are incurred to cover the risks of any Commitment.

3.4.7 In case of discrepancies between the different documents mentioned in this Clause 3, the Definitive Sales Offer shall prevail if there is one. Conditions proposed by the Customer in their Supply Request, Definitive Supply Order, or in any other document not expressly accepted by the Company shall have no effect and shall not bind the Company. Conditions proposed by the Company in its Sales Offer shall be binding on both parties if the Customer does not object to them or reject them in writing. If objections are raised or the sale is rejected, it shall not be considered concluded.

4. SUPPLY

4.1 Supply Notice

4.1.1 The Customer and the Ship’s Agent shall notify the Company and its representative at the Port of Supply or location 48, 24, and 12 Working Hours prior to the vessel’s arrival (ETA), as well as any changes in ETA exceeding three hours (one hour for tanker truck supply) and shall communicate the vessel’s exact, effective position and the time at which the supply is required. The Company may refuse to carry out the supply if the Customer and the Ship’s Agent fail to provide such notice promptly. If the Supply is delayed due to incorrect information provided by the Customer regarding the vessel’s ETA, the Company may charge the Customer a fixed amount per hour of delay, plus any additional costs and damages suffered by the Company.

4.1.2 The notice shall include the following information:

1. – The estimated berth/anchorage location of the vessel to be supplied.
2. – Written notice to the Company at least 48 hours before the supply date of all special conditions, difficulties, peculiarities, deficiencies, or defects related to the vessel or specific to the vessel that may negatively affect the supply of Marine Fuel.
3. – Any other information that may be necessary or useful to correctly carry out the supply operation.
4. – Any other information reasonably requested by the Customer in writing to ensure the safe supply operations to the vessel.

4.1.3 All additional costs, damages, and expenses arising from a change in supply conditions shall be borne by the Customer. However, the Company may reject the supply if the notice makes it clear that there may be – at the Company’s discretion – safety problems or extra costs not paid or guaranteed in advance by the Customer.

4.2 Confirmation of Supply and Invitation to Witness Measurements:

4.2.1 Before the supply, the Captain, First Officer, or Chief Engineer (as appropriate, but always implying full authority to bind the Vessel’s Owner and Shipowner) of the vessel shall confirm the quantity and description of the Marine Fuel by signing and stamping the vessel’s Owner’s seal (or the vessel’s seal) on the document titled “Confirmation of Supply and Invitation to Witness Measurements,” provided by the Company.

4.2.2 The vessel’s Captain shall also declare in writing on the same document whether they intend to be present or represented at the time of measuring the supplied quantity and taking samples.

4.2.3 The supply itself shall only commence if said document is delivered to the Company signed and stamped as mentioned.

4.3 Supply

4.3.1 The supply of Marine Fuel shall take place in accordance with the Definitive Sales Offer or, if none exists, in accordance with the Definitive Supply Order. Marine Fuel shall be supplied to the vessel at the location or Port of Supply. The supply shall be carried out in accordance with the applicable laws in force at the time and at the location or Port of Supply, and, in particular, in accordance with the rules of the aforementioned port or place of supply.

4.3.2 The supply shall take place:

1. At the Company’s terminal.
2. By means of tanker trucks.
3. By means of a supply barge.

(1, 2, and 3 are alternatives depending on the agreed supply method in the Commitment).

4.3.3 The Company shall supply vessels strictly in the order of their arrival, and it shall not be responsible for delays caused by congestion at the terminal or, as applicable, prior commitments of the available barges or tanker trucks.

4.3.4 Vessels that do not meet their estimated time of arrival (ETA) will not be supplied with fuel until vessels that have met their ETA are supplied first, and the Company will not accept any complaints from the Customer due to delays for this reason. In any case, passenger vessels have absolute supply priority.

4.3.5 Supply Conditions:

1. The Company shall have the right to supply the fuels in partial supplies, in which case each partial supply shall be considered a separate supply.
2. The Company shall not be obliged to supply any fuel for export if the required governmental permit has not been obtained before the supply.
3. If the Company believes at any time and for any reason that there may be a supply shortage at any location, and as a result, it may not be able to meet the demands of all its customers, the Company may allocate the available and planned fuel among its customers in the manner it deems most reasonable at its sole discretion.
4. Fuel shall be supplied to the relevant vessel as soon as circumstances allow. The Company shall not be responsible for any demurrage paid by the Customer or for any loss, damage, or delay to the vessel of any kind due to congestion at the loading terminal, prior commitments of available barges, the Company’s terminal, tanker trucks, or any other reason.
5. The Customer shall ensure that the receiving vessel has a free, safe, always afloat side accessible to receive the fuels and that all necessary assistance required by the Company is provided in relation to the supply.
6. The receiving vessel shall moor, unmoor, and lift the refueling hoses from the terminal, tanker truck, or barge(s), respectively, as requested by the Company, free of charge and in the manner requested, to assist the barge crew in carrying out the supply smoothly. The Customer shall be responsible for all connections and disconnections between the refueling hoses and the vessel’s fuel intake manifold/pipe, and shall ensure that the hoses are properly secured to the vessel’s manifold before commencing the supply.
7. During refueling, the vessel’s scuppers shall be securely blocked, and blocking shall be carried out by the vessel’s crew. Additionally, the vessel shall ensure that all pipes, manifolds, and receiving tanks have been thoroughly checked and are ready to receive the fuels, including, but not limited to, proper opening/closing of relevant valves, no risk of spills, etc., during refueling.
8. In the event that the Customer’s vessel cannot receive the supply on time for any reason, the Customer shall pay the reasonable demurrage costs to the barge/supply facilities.
9. The supply shall be deemed completed, and all risks – including damages due to loss, deterioration, depreciation, evaporation, or shrinkage of the supplied fuels – shall pass to the Customer at the moment when the fuels reach the connection pipes to the flange/refueling hoses provided by the Company.
10. If, for any reason, the Customer cannot receive the full ordered quantity, the Company may invoice the Customer for the losses incurred by having to transport the fuels back to the warehouse or by having to sell the fuels in a degraded form at a price lower than the originally designated grade by the Customer. The Company may exercise this right without prejudice to other rights for damages or other remedies under these conditions.
11. The Customer shall also provide all necessary services for the proper execution of the supply operation and shall ensure that the vessel to be supplied has sufficient draught and equipment to allow the supply to be carried out at the required speed.
12. Supply from barges shall not be carried out at a speed lower than 200 m3/h unless otherwise accepted by the Company in advance. Supply from the Company’s terminal shall not be carried out at a speed lower than 100 m3/h unless accepted by the Company in advance.
13. The Customer also warrants that the vessel has all the necessary certificates to comply with the regulations applicable to Marine Fuel supplies at the time, location, or Port of Supply, and shall provide instructions to the vessel’s Captain to:

(i) – Comply with the applicable legislation, including, in particular, the regulations of the port or place of supply, as the vessel and the Customer remain solely responsible for knowledge of these additional requirements for safety reasons if applicable.

(ii) – Report to the Company in writing and before the supply the maximum pumping capacity and pressure accepted by the vessel. The Customer shall also report on communication procedures and emergency measures to be taken in case of a risk or danger situation arising during refueling.

(iii) – Provide a free side to receive the fuel and provide all necessary assistance that may be required to moor and/or unmoor the supply barge, tanker truck, or the Company’s terminal.

(iv) – Ensure that the vessel has sufficient draught and available equipment to receive the Marine Fuel quickly and safely. In the event that the Customer’s vessel cannot receive all the quantities contracted by the Customer, the Company may charge a fixed amount per day plus any other additional costs and expenses incurred until the unreceived quantity can be supplied to another vessel.

(v) – If possible, that the vessel has separate tanks to receive the contracted quantity of Marine Fuel.

4.3.6 – Vessels that do not meet their estimated time of arrival (ETA) will not be supplied with fuel until vessels that have met their ETA are supplied first, and the Company will not accept any complaints from the Customer due to delays for this reason. In any case, passenger vessels have absolute supply priority.

4.3.7 – The Customer shall indemnify the Company and hold it harmless from third-party claims for all damages and losses resulting from or related to any act or omission during the supply of Marine Fuel by the Customer, its agents, employees, representatives, captains, officers, or crew members, and/or any other person on board the vessel and/or representatives or agents of the vessel.

4.3.8 – The Company shall not be liable under any circumstances for damages or losses of any nature suffered by the Customer as a result of:
a) exceeding, for reasons attributable to the vessel, the anticipated time to start or complete the Marine Fuel supply operation;

4. b) port charges related to the supply or delays due to congestion at port facilities or difficulties in providing services with all the supply alternatives described in clause 4.3.2;
5. c) lack of capacity in the vessel’s tanks to receive the supply as agreed by the parties, and the deficiency and/or insufficiency of receiving equipment;
6. d) the vessel’s Captain, officers, or crew members, or any other person on board and/or representatives or agents of the vessel, failing to comply with safety and environmental protection regulations applicable at the time of the Marine Fuel supply operation to the vessel;
7. e) and the vessel’s Captain and/or crew members failing to give the order to stop refueling operations before the fuel tanks of the vessel are fully filled, whether it results in contamination or not.

4.3.9 – The Customer shall be responsible for all the fixed amounts mentioned in subsection 4.1.1 above, plus all expenses, damages, and losses incurred by the Company due to a delay exceeding two (2) hours in the arrival of the vessel subject to supply at the location or Port of Supply compared to the estimated time of arrival (ETA) notified in accordance with the previous subsections.

4.3.10 – A delay of more than four (4) days in the arrival of the vessel subject to supply at the location or Port of Supply, compared to the estimated arrival date and time (ETA) notified in accordance with clause 1 above, shall be considered a breach by the Customer, and the Company may – at its sole discretion – automatically terminate the Contract, reserving all rights and remedies without the need to notify the Customer or its Agents.

4.4 – Fuel Delivery Note (BDN)

4.4.1 – Once the supply and the measurement of the supplied quantity and applicable samples have been completed, the Company shall present the vessel with a delivery note to be signed by the vessel’s Captain or any other person acting on their behalf and with the vessel’s seal, confirming the satisfactory supply of Marine Fuel on board the vessel. The Customer declares and warrants to the Company that, in case the person signing the delivery note is not the vessel’s Captain, said person shall have full authority to bind the vessel in rem. The Company shall retain the original signed delivery note and provide a copy of it to the vessel’s Captain or their representative or Agent.

4.4.2- The delivery note shall not include any type of protest or comment and, specifically, “without prejudice” (no lien) or any equivalent mention, and it shall be null and void if it is written or inserted by any means.

4.4.3 – The signature of the delivery note by the vessel’s Captain or any other person acting on their behalf shall be deemed a ratification of the Contract on behalf of the vessel’s Owner. If, for any reason, the delivery note is not signed and sealed by the vessel’s Captain, the person signing it shall commit, declare, and warrant that they have the authority to sign on behalf of the Captain and/or the Owner, Shipowner, or Operator of the vessel to bind the vessel in rem. In case the delivery note does not include the Owner’s name in the corresponding box, due to lack of information provided by the Customer or broker or for any other reasons, the Owner shall be determined by the signature and seal of the Captain or their representative indicated on the delivery note.

4.4.4 – The delivery note shall include any and all legal regulations required at all times by Annex VI MARPOL and its Appendices, but, in no case, shall it imply that the Company has a duty to inspect the vessel’s compliance with any IMO Convention and regulations regarding its ability to comply with the sulfur emission limit or any other applicable. The Company’s responsibilities in the delivery note are limited to the statements of compliance with Marine Fuel contained therein.

4.5 – Supply through a Coriolis mass flow meter

– When the transfer of custody can be confirmed, the Company shall inform the vessel’s representative in writing, before the Supply, that the supply of Marine Fuel will be made through a Coriolis mass flow meter system and in accordance with the Company’s mass flow meter operational procedure in force at the time of the supply.

5. MEASUREMENT AND SAMPLING

5.1 Measurement

5.1.1 The quantity of Marine Fuel to be supplied in accordance with the Definitive Supply Order or the Definitive Sales Offer shall be determined using generally accepted methods, utilizing the Company’s supply and measurement equipment.

5.1.2 Measurements taken on board the supplied Vessel shall not be binding on the Company. Therefore, any claim relating to the quantity of Marine Fuel supplied based on measurements taken on board the Vessel shall be entirely inadmissible and irrelevant.

5.1.3 In the event that the Customer demands an independent inspection regarding the measurement of the supply, it must request it in writing in its Supply Request to the Company, proposing at the same time the name of the independent inspector, subject to the specific agreement of the Company in the Sales Offer. The result of such independent inspection shall not be binding on the Company under any circumstances unless expressly accepted in the Sales Offer. The expenses related to monitoring the measurement of the supply shall be borne solely by the Customer in any case.

5.1.4 The Customer and/or the Captain of the supplied Vessel shall have the right to witness the measurements personally or through a representative expressly designated for that purpose. The total or partial absence of the Customer and/or the Captain of the Vessel, or their respective representatives, during the measurement operation shall be irrelevant, and the measurement made by the Company shall be conclusive and binding on both parties regarding the quantity of Marine Fuel supplied, and no claims to the Company regarding the quantity supplied shall be considered.

5.1.5 The provisions of the preceding sections shall be without prejudice to the rights and obligations that may be established by the prevailing legislation in any Supply Port regarding the measurement of fuel supply.

5.2 Sampling

5.2.1 The Company shall take three (3) commercial samples of each grade of Marine Fuel supplied during the supply operation in the presence of the Customer, the Captain of the Vessel, or their respective representatives. These commercial samples shall be the only conclusive and binding evidence for the parties to determine the quality of the Marine Fuel supplied to the Vessel, and the absence of the Customer, the Captain of the Vessel, or their respective representatives during the sampling process shall be considered irrelevant for these purposes.

5.2.2 The samples taken shall be properly sealed and labeled, indicating the name of the Vessel and identifying the means of supplying Marine Fuel, the name of the product, and the date and place of supply. They shall include the seal of the Shipowner and shall be signed by the Company and the Captain of the Vessel or their representative.

5.2.3 The Company shall deliver one of the commercial samples to the Captain of the refueled Vessel or their representative, who shall acknowledge receipt at the time of receipt. The other two commercial samples shall remain in the possession of the Company for thirty (30) days from the date of supply. The Company shall keep one of these samples in its custody. After the mentioned 30 days, and if there are no written claims, the Company may destroy the commercial sample or samples in its possession. In supplies of less than 30 metric tons, as well as in all supplies made by tanker truck, the Company shall not take commercial samples unless the Customer requests it in writing at least 48 Working Hours before the supply. The Customer shall accept and pay for the cost of these samples.

5.2.4 In accordance with the conditions set forth in Annex VI of the MARPOL 73/78 Convention, for all Vessels with a gross tonnage of over 400, the Company shall take two (2) samples of each grade of Marine Fuel supplied during each supply operation in the presence of the Customer, the Captain of the Vessel, or their respective representatives.

The samples taken shall be properly sealed and labeled, specifically identifying them as “Marpol Sample,” indicating the name of the Vessel and identifying the means of supplying Marine Fuel, the name of the product, and the date and place of supply. They shall include the seal of the Shipowner and shall be signed by the Company and the Captain of the Vessel or their representative. The Company shall deliver one of these samples to the Captain of the Vessel or their representative, who shall acknowledge receipt at the time of receipt. Any amendment to Annex VI of the MARPOL Convention that may enter into force once approved by the IMO shall be deemed automatically incorporated into these General Terms and Conditions, unless otherwise specified in the Special Conditions of the Contract.

5.2.5 Commercial samples shall be taken, depending on the supply method used, at the following points:

1. a) In the collector of the supply barge.
2. b) In the collector of the land terminal from which the supply is made.
3. c) In the collector of the tanker truck if sampling is required in accordance with section 5.2.4 above.

6. AGENTS

6.1 If the Commitment is entered into by an Agent acting on behalf of the Customer, whether disclosed or undisclosed, such Agent shall be responsible (as well as the Customer), not only as an Agent but also as the principal businessman, for the compliance with all the obligations of the Customer.

6.2 In the event that the Customer is not the owner and/or operator of the Vessel, the Customer shall declare and warrant to the Company that:

1. a) It is acting as a duly appointed and designated agent of the owner and/or operator of the Vessel, with full authority to bind either or both of them;
2. b) It has informed the Vessel’s Owner and Operator that the Company is the actual supplier of the Fuels, and that these General Terms and Conditions are in force and applicable at the time of the Supply;
3. c) These General Terms and Conditions have been incorporated into its own general terms of sale and have been duly notified in writing to the owner of the Vessel.
4. d) The Captain/Owner or Operator has selected or authorized the Agent to select the Company as the supplier of Marine Fuels to the Vessel.

7. THIRD-PARTY PORTS

The parties acknowledge that, in certain Supply Ports, the Supplying Company may be a third party not affiliated with Estela Group. The Company shall notify the Customer of this fact at the time of designation. When the Customer requests supply in such Supply Ports, the conditions of the Supplying Company shall apply. The Company shall provide a copy of these conditions to the Customer upon request.

8. OWNERSHIP AND RISK

8.1 Ownership

Ownership of the Marine Fuel shall transfer to the Customer once they have fully paid the purchase price to the Company. Until that moment, the Company shall remain the owner of the supplied Marine Fuel. In the event that the Marine Fuel has been mixed with another fuel on board the supplied Vessel, the Company shall have the right to the portion of the mixed fuel equivalent to the quantity and quality of the Marine Fuel supplied. The Company may request the return of the remaining fuel on board in accordance with applicable legal provisions.

8.2 Risk

The risk with and of the Marine Fuel is transferred to the Customer at the moment the loading hose passes onto the supplied Vessel. At that moment, the Company shall cease to be responsible for any damages suffered or caused by the supplied Marine Fuel. Specifically, the Company shall not be liable for losses or damages caused by leaks, fires, spills, losses, and/or overflow of the Marine Fuel or for the risk or damage of shrinkage, contamination, or loss suffered by it.

9. CLAIMS FOR QUANTITY AND QUALITY

9.1 Protest Letter

In the event that the Captain of the supplied Vessel is not satisfied with the quantity or any other circumstance related to the Marine Fuel or its supply, they must state these circumstances in a Protest Letter to be delivered to the Company within twenty-four (24) consecutive hours following the supply of the Marine Fuel.

9.2 Documentation Period:

Any quality claim that has been reported within the period stipulated in clause 9.1 must be reported to the Company with complete documentation within 30 days from the date of supply of the Marine Fuel. Quantity claims that have not been made within the period and in the manner specified in clause 9.1, or documented within the period specified in this clause, shall be deemed conclusively time-barred and not made if received out of time.

9.3 Specific Rules for Quality Claims

9.3.1 Quality claims shall be reported by the Customer to the Company, by means of a protest letter signed by the Captain, within twenty-four (24) hours from the time they are ascertained and shall be conclusively time-barred if the quality claim is not reported and fully documented within thirty (30) days from the date of supply. Both parties shall be obliged to extend the maximum sample retention period specified in clause 5.2.3 above until the commercial sample or samples are analyzed.

9.3.2 The parties expressly agree that the commercial sample retained in custody by the Company, as provided in clause 5.2.3 above, shall be analyzed by an independent, internationally recognized, qualified laboratory specializing in Marine Fuels analysis, mutually agreed upon by the parties.

The result of this analysis shall be final and binding on both parties. The expenses incurred in conducting such analysis shall be borne by the losing party. The analysis shall be conducted in accordance with the criteria and instructions agreed upon by the parties, always in relation to the quality guaranteed by the Company.

9.3.3 The analysis of the commercial sample retained by the Company shall be conducted within three months (3) from the date of supply. The Company undertakes to cooperate with the Customer to perform such analysis before the deadline.

If the analysis of the commercial sample retained by the Company is not conducted before the deadline indicated for any reason attributable to the Customer, the Customer’s claim shall automatically be void and without effect without the need for notification by the Company.

9.3.4 The Company is only responsible for the quality of the Marine Fuel included in the technical description in the Supply Commitment and not for any other implied quality standards.

9.3.5 Time is of the essence in claims for quantity and quality. Any claim made outside the deadlines set out in this clause 9 and any lack of documentation related to the claim shall cause the claim to be time-barred and deemed not filed.

9.3.6 Any other claim not related to the quality and/or quantity of the Marine Fuel must be notified in writing by the Customer to the Company – including all available documentation to prove and justify such claim – within thirty (30) days from the supply. Failure to provide such notification shall automatically time-bar any claim and shall be considered not filed.

10. USE OF FUELS

The Customer guarantees to the Company that the supplied fuels will be used exclusively by the Vessel.

11. ORIGIN

Unless otherwise agreed in the Sales Contract, the Company does not expressly or implicitly guarantee the specific customs origin of the fuels; however, the Company guarantees that the Marine Fuels do not originate from or have been exported as a product from a place subject to any of the sanctions, prohibitions, restrictions, or designations mentioned in clause 18.

12. PRICE AND PAYMENT TERMS. OTHER CHARGES

12.1 Price

12.1.1 The price shall be as stipulated by the Company in the Sales Offer or the Definitive Sales Offer, as the case may be, as indicated in clause 3 above.

12.1.2 All fees, duties, or charges of any kind imposed on the Company by any authority, related to or as a result of the production, storage, supply, transportation, distribution, sale, or marketing of the Marine Fuel, shall be paid by the Customer to the Company.

12.2 Billing

12.2.1 All invoices shall be issued in euros or US dollars (or any other currency expressly agreed upon by the parties in the Special Conditions). Payment shall always be made in the currency agreed upon by the parties.

12.2.2 The price of the supplied Marine Fuels shall be paid by the Customer to the Company in full, without deduction, discount, set-off, or withholding of any kind, without deductions for differences in currency exchange rates and without bank charges to the Company, upon receipt of the invoice sent by the Company to the Customer and in accordance with the payment terms established in the Sales Offer.

12.3 Payment

12.3.1 The sale price is due and payable in all cases without prejudice to any claims of any nature that the Customer may have against the Company.

12.3.2 Any delay or non-payment of the price of the Marine Fuel supplied by the Company shall accrue late payment interest of 5%. In the case of Marine Fuel Sales in Spain, where the Customer is not considered a consumer in accordance with Spanish legislation, the Customer shall pay late payment interest as provided by Law 15/2010, which establishes measures to combat late payment in commercial transactions, as well as collection costs referred to in said Law. In the event that the Customer is considered a consumer according to Spanish legislation, a rate of 5% shall apply.

12.3.3 In the event that an invoice is not paid within five (5) natural days after its due date, the Company may:

1. a) Refrain from making pending deliveries of Marine Fuel to the Customer or on behalf of the Customer to third parties.
2. b) Claim from the Customer all recovery expenses (including, but not limited to, legal costs and fees and attorney fees) of any of the amounts mentioned.

12.3.4 Partial payment of an invoice shall not, in any case, even in the case of pending claims by the Customer, constitute effective payment, and therefore, the Company shall be entitled to collect the full amounts owed and the outstanding balance shall accrue interest at the rate mentioned in section 12.3.1 above.

12.3.5 The Customer and the Shipowner of the Vessel shall be jointly responsible for payment of the price of the supplied Marine Fuels, and consequently, the Company may enforce its claim, in the manner and within the limits provided by law, against the supplied Vessel and against the freighted goods accrued.

12.3.6 The amount owed by the Customer for payment of the price of the supplied Marine Fuels plus interest and expenses incurred may be set off against other debts that the Company may have with the Customer arising from other commercial transactions, except for those debts that do not allow such offsetting by mandatory legal provision.

12.4 Other Charges

In addition to the prices payable for the Marine Fuels, the Customer shall pay the following charges:

1. a) Any expenses incurred as a result of the Captain of the Vessel rejecting all or any part of the supply provided in a Commitment.
2. b) Any mooring or unmooring charges or port dues that the Company may incur in connection with any Vessel to which the Marine Fuels are supplied under this contract.
3. c) All taxes, duties (other than profit taxes), impositions, charges, freights, premiums, or other costs incurred or for which the Company is responsible in relation to the supply of Marine Fuels under a Commitment.
4. d) If the Company (not having duty-paid stocks available and having previously notified the Customer of this fact) supplies duty-paid stocks to the Customer, the amount of such duties.
5. e) Any additional cost incurred by the Company in connection with supplies made under a Commitment, including overtime payments.

13. TAXES AND INSPECTIONS

13.1 The Customer shall pay the Company the total sum of all indirect taxes and gross supply taxes, import duties, engine fuel, Superfund and spills taxes, as well as other federal, state, and local taxes (collectively, “Taxes and Assessments”) or their foreign equivalent (excluding income taxes), paid by the Company directly or indirectly with respect to the Marine Fuels and/or their value to the extent not expressly included in the offered price. All additional taxes and assessments paid by the Company resulting from any supply and imposed by any governmental and/or regulatory authority after the supply as a result of an audit, whether national and/or international, shall be borne exclusively by the Customer.

13.2 The Customer shall provide the Company with all required documentation, including but not limited to records, exemptions, certificates, claims, refunds, declarations, etc., in the manner and format and on or before any date that the Company may require to satisfy its concerns regarding any of the above taxes or assessments. In addition, the Customer shall indemnify and hold the Company harmless from any damage, claim, liability, or expense that the latter may incur due to the Customer’s failure to comply with this requirement.

13.3 Upon written request by the Company, the Customer shall provide the Company with a valid and updated tax residence certificate issued by the applicable tax authority of the flag State of the Vessel.

13.4 For the avoidance of doubt, all supplies agreed to by the Company shall imply the direct supply to the Vessel without transfer of ownership and risk to any agent, broker, trader, or other buyer before the supply of fuels to the Vessel.

13.5 Any claim that the Company may have against the Customer or any of its representatives regarding tax obligations in this clause shall remain in effect until the tax settlement period under applicable tax laws and regulations.

14. RIGHT OF RETENTION

14.1 Supplies of Marine Fuel under the Contract are made not only for the benefit of the Customer but also with the trust, whether expressly or implicitly accepted by the Customer, the Agents, and the Captain, that they have full powers and capacity to commit the Vessel to the Contract and bind it in rem. It is hereby expressly agreed that the Company shall have and may enforce its right of retention for the price of the supplied Marine Fuel, and the Customer and its assignees or creditors shall have no right of retention against the Vessel, except when they have fully paid the Company. The Company shall not be bound by any attempt by any person to restrict, limit, or prohibit its right or rights of retention over a Vessel.

14.2 The products and services supplied under a Contract shall be carried out not only on behalf of the Customer but also on behalf of the receiving Vessel. In the event that the Customer is not the Owner of the Vessel, the Customer declares and warrants to the Company and its agents that the Owner of the Vessel has granted the Customer, Agent, or Captain, as applicable, express powers to purchase the Marine Fuels. The Customer further guarantees that the Company may claim and enforce a right of retention in accordance with clause 14.1 of this contract against the receiving Vessel or any other sister or associated Vessel for the amount of the products and services supplied, plus – without limitation – the contractual interest under clause 12.3.1 hereof and any other related expense to enforce its right of retention. The Customer expressly guarantees that the Owner of the Vessel has granted them powers to commit the credit of the Vessel as mentioned. The Vessel is ultimately responsible for the debt incurred through the Contract. The Company’s right to apply and enforce a maritime lien shall not be modified, affected, and the Company shall not waive it by affixing a disclaimer seal to the Fuel Delivery Receipt.

14.3 In the event of the Customer’s breach of this Contract, the Company shall have the right to initiate any action or remedy it deems necessary in its sole discretion to enforce, protect, or secure its rights under this Contract before any court of any state or country, including but not limited to an action to enforce its rights of maritime attachment against the Vessels – the existence and enforcement procedure of such maritime lien being determined by the local law of the place where enforcement is sought – or otherwise obtain security by seizure, attachment, or apprehension of assets for any amount owed to the Company.

14.4 Regardless of any applicable law, the Customer declares and warrants to the Company that it shall have the right to apprehend the Vessel for non-payment and that the Customer, the Owner, and their Agents shall not in any way oppose the apprehension of the Vessel requested by the Company unless the Marine Fuels have been duly and fully paid.

14.5 Automatic Assignment of Rights, Remedies, and Actions Against the Vessel and the Vessel Owner: If the Customer fails to timely pay the purchase price to the Company, any and all rights and remedies, whether of a real or personal nature, that the Customer may have against the Vessel and the Owner and/or Shipowner of the Vessel (as applicable) shall be automatically assigned by subrogation to the Company, which shall have the right – at its sole discretion and without notice – to initiate any legal proceedings and remedies against the Vessel and its Owner and/or Shipowner (as applicable), including but not limited to the right to apprehend the Vessel in any jurisdiction. By such automatic subrogation assignment, the Company shall also automatically subrogate itself to the Customer’s contractual position against the Vessel Owner.

15. LIABILITY AND INDEMNIFICATION

15.1 The Company’s liability for any loss, damage, claim, and expense arising from or in connection with the Company’s breach of its obligations under this Contract shall not exceed and shall be limited to:

1. a) The removal at a mutually agreed reasonable location between the Company and the Customer of any Marine Fuel supplied that does not conform to the Contract and is not suitable for use on board the Vessel, and (a) the replacement by the Company of such Marine Fuel, or (b) the reimbursement

 of the cost (evidenced by the invoice at market price) of such Marine Fuel; and

1. b) The reasonable costs of repairing any component physically damaged as a direct result of using any Marine Fuel supplied by the Company that does not conform to the Contract; and
2. c) Losses, damages, claims, or expenses arising from death or personal injury to any person caused by the Company’s negligence.

The Company shall not be obliged to make any payment to the Customer under this clause 15.1.1. until and unless the Company has received full payment from the Customer of all sums owed under clause 12.

15.2 The Company shall not be liable for any special, indirect, consequential, punitive, or exemplary damages of any kind, including but not limited to loss of potential profits, anticipated cost savings, contracts, or economic or financial losses, and claims for civil wrongdoing, including the negligence of the Company, its agents, officers, or subcontractors, arising from or in connection with the performance or non-performance of the Contract. In any case, the liability of the Company shall be limited to the price of the products supplied under the Contract.

15.3 The Company shall not be liable for any claims arising from the blending of the Marine Fuels supplied by the Company with other fuel on board the Vessel.

15.4 If the Customer withdraws the Marine Fuels without the Company’s consent, all costs of withdrawal and related costs shall be borne by the Customer.

15.5 Nothing in the Contract shall in any way limit the Customer’s obligations to mitigate any of its losses under this clause.

15.6 The Customer shall indemnify and hold the Company and its affiliates and their directors, employees, and agents harmless from any claims, liabilities, losses, damages, costs, fines, penalties, and expenses of any kind arising from whoever they may arise in connection with any supply of Marine Fuels except to the extent that such claims, liabilities, losses, damages, costs, fines, penalties, and expenses are caused by the Company’s negligence, or by the Company’s breach of its obligations under the Contract.

15.7 The provisions of this clause shall continue to apply notwithstanding the termination or expiration of the Contract for any reason.

16. FORCE MAJEURE AND OTHER EXCEPTIONS

16.1 Neither party shall be liable in case of non-compliance or defective performance of any of the conditions of this contract when it is due to force majeure causes.

16.2 The party that, for this reason, is prevented from fulfilling the Contract will immediately inform the other party and will take all reasonable measures within its reach to eliminate the cause of the impediment or mitigate its effects on the Contract, it being understood that it will resume the performance of the Contract as soon as possible after the elimination of said cause. If the situation persists for more than one (1) month, the party not affected by force majeure may choose to terminate this Contract.

16.3 Force majeure does not exempt from the payment of money obligations under any circumstances. In addition, in the event that force majeure prevents or suspends the supply for a period of more than 15 days, the Company may terminate the Sale.

17. RESTRICTIONS

17.1 In the event that Marine Fuel is sold or is to be sold to the Customer on a duty or tariff exemption basis, the Customer will comply with all local requirements and execute all necessary documents to allow the sale on such a basis, including any declaration regarding the use of Marine Fuel.

17.2 In the event that any authority makes a claim against the Company or the Supplying Company on the basis that such Marine Fuel was subject to duties or taxes, and such claim arises in whole or in part from the action, omission, or failure of the Customer (including the use of Marine Fuel in national waters), the Customer shall indemnify the Company and the Supplying Company against all claims, losses, costs (including costs between Attorney or Solicitor and client), damages, liabilities, fines, penalties, and expenses attributable to such action, omission, or failure of the Customer.

18. PROHIBITED COUNTRIES

18.1 The Customer acknowledges that it is aware of and will comply with all applicable laws and regulations related to the use, diversion, trade, export, or re-export of Marine Fuels. Notwithstanding the foregoing, when requested by the Company, the Customer will provide the Company with evidence that there are controls actively supporting such compliance.

18.2 Notwithstanding what is stipulated in section 19.1, the Customer agrees not to export, re-export, divert, trade, ship, import, transport, store, sell, supply, provide, or re-supply – either directly or indirectly – Marine Fuels to any Prohibited Country or for final use by any entity or Vessel associated with any Prohibited Country.

18.3 If any law, policy, demand, or request to which it is subject or any government policy, demand, or request to which the Customer reasonably believes it is obligated prohibits – or is likely to prohibit – the Customer from complying with the above, then (without prejudice to the Customer’s obligations under this clause) the Company and the Customer will meet and discuss the implications for the Customer and the Company, and pending the resolution of any difficulty caused – or likely to be caused – by such law, the Company may, at its sole discretion and without any liability, suspend in whole or in part the supplies under this contract without prejudice to any claim it may have under this Contract.

18.4 The Customer further agrees to impose the prohibition set forth in this clause on all its resellers along with a communication to such resellers to communicate such prohibition to all their resellers.

18.5 The Customer, when reasonably required by the Company in each case, will confirm in writing that it has fulfilled its commitments under this clause and will provide any information reasonably requested by the Company in support of such compliance.

19. HEALTH AND ENVIRONMENT

19.1 If, during the course of any supply under a Commitment, a spill or leakage of Marine Fuels occurs:

20. The Customer agrees that if a pollution event occurs before, during, or after the supply of Marine Fuels, the Company or the Supplying Company may, at its sole discretion, take reasonable measures to control and terminate the pollution event, contain and remove spilled Marine Fuels, and clean the affected area. The Customer will reasonably cooperate with the Company and the Supplying Company in carrying out any action taken under this clause. If the pollution event is caused by an act or omission of the Customer, its officers, or Agents (other than the Company and the Supplying Company), the Customer shall indemnify the Company and the Supplying Company for the cost of any action taken under this clause 20.1 (a). If both parties are responsible, all expenses, claims, losses, damages, liabilities, and penalties shall be apportioned between them in proportion to their respective degrees of fault. “Pollution Event” means any incident resulting in the spillage of Marine Fuels on land or water.
21. The Customer will provide the Company with any documents and information regarding the Pollution Event or any prevention program required by the latter or required under applicable law or regulations at the Supply Port.

19.2 The Customer shall be fully responsible for the use, maintenance, and repair of the Equipment. The Customer will immediately inform the Company of any defects, breakages, spills, or other issues related to the Equipment that may occur during the supply process.

19.3 The Customer will provide prepared and safe means of access to the Equipment for the supply of Marine Fuels at the Supply Port and will not obstruct access to the Equipment for supply. The supply will not commence until the Pre-Supply Checklist has been completed jointly and satisfactorily and signed by or on behalf of the Company and the Customer.

19.4 The Company and the Customer mutually declare that they comply with all applicable government environmental laws and regulations and have environmental responsibility policies regarding their respective Marine Fuel processes.

20. NEW AND AMENDED STANDARDS

20.1 The parties understand that they are entering into a Contract, based on the laws, standards, regulations, decrees, agreements, concessions, and arrangements (hereinafter, the “Standards”) in force on the date of this agreement, with governments, public bodies or public authorities, which affect the Marine Fuels sold under this contract, including, but not limited to, those related to the production, acquisition, collection, manufacture, transportation, storage, marketing, or supply of the same, to the extent that such Standards affect the Company.

20.2 In the event that at any time during the term of a Commitment any Standard is modified or new Standards come into force, either by law, decree, or regulation, and the effect of such new or amended Standards (a) is not covered by any other provision of these Conditions, and (b) has a substantially adverse economic effect on the Company or the Customer, the Company or the Customer (as the case may be) shall have the option to request the renegotiation of the prices or other relevant terms provided in these General Conditions. If the parties do not agree on the new prices or conditions within thirty (30) days from the date the relevant party has sent such notice, the relevant party shall have the right to terminate any Commitment at the end of such thirty (30) day period. The Marine Fuels supplied during those thirty (30) days will be sold and purchased at the price and on the terms stipulated in this contract without any adjustment in relation to the new or amended Standards.

21. MISCELLANEOUS

21.1 Incorporation

These General Conditions will be deemed incorporated into any Sales Contract or Commitment entered into between the Company and the Customer from the effective date until these General Conditions have been withdrawn by the Company or replaced by the modified or new General Conditions published from time to time on the Company’s website (https://[•]).

21.2 Complete Agreement

The Contract is the sole and complete agreement between the parties with respect to its subject matter, and supersedes all prior and current written and oral agreements and covenants with respect to such subject matter. In case of discrepancies between these General Conditions and their Annexes and the Particular Conditions, the latter shall prevail.

21.3 Notifications

21.3.1 Any party sending a notification under this Contract must ensure that it has been effectively sent, and said notification shall be deemed received during the business hours of the recipient’s office. If such notification is sent outside the recipient’s office hours, it shall be deemed received on the recipient’s next business day.

21.3.2 Unless expressly stated otherwise, any notification shall only be effective if made in writing and sent to the other party at the email address specified at any time by the party to whom the notification is addressed, as indicated in the Commitment.

21.3.3 No notification given under or in connection with a Commitment may be withdrawn or revoked except by a notification sent in accordance with this section.

21.3.4 When the Commitment is acquired by an Agent acting on behalf of the Customer, the notification may be sent to the Agent or to the Customer, at the option of the Company.

21.4 Compliance with the REACH Regulation

For supplies in which the loading terminal or the discharge port is located in the EEA, the Company and the Customer shall comply with the provisions of Regulation (EC) No. 1907/2006 (“REACH”) (and its successive amendments) applicable to the sale of products under the contract.

21.4.1 To enable the Customer to comply with its compliance obligations under Regulation (EC) No. 1907/2006 (“REACH”) (and its successive amendments), the Company shall provide the Customer with information regarding the chemical composition of any product (substances, preparations, mixtures, alloys, or goods) supplied under this contract, including the safety information required by REACH and, when the Company is a manufacturer in the EEA, information regarding the registration or pre-registration status of any product in accordance with REACH.

21.5 Substitution

21.5.1 The Company may transfer at any time to the Supplying Company identified for the relevant supply port its rights and obligations under a Commitment (without prior notice to the Customer) regarding the supply of Marine Fuels to the Customer. The Customer agrees that, after such transfer, it shall be obliged to purchase from the Supplying Company all or part of the Marine Fuels sold and supplied under such Commitment at that supply port in accordance with these conditions as if in such Commitment the Supplying Company were the Company, and the Company shall be released from all obligations to the Customer under such Commitment regarding the supply of Marine Fuel at that supply port.

21.5.2 Notwithstanding the foregoing provisions:

1. a) Notifications to be delivered by or to the Company or the Supplying Companies shall be delivered by or to the Company (unless otherwise stated); and
2. b) Unless the Customer is requested to make payments directly to the Supplying Company, payments shall be made to the Company for the benefit of the Supplying Company.

21.5.3 Without prejudice to the provisions above of this clause, the Company shall continue to be bound, as guarantor towards the Customer, by the performance by the Supplying Company of its obligations under any Commitment regarding the supply of Marine Fuels.

21.6 Compliance with the Law

Unless otherwise provided in the Contract, the obligations of the parties with respect to the execution of the transactions contemplated by such Contract shall be subject to all present and future laws of any government having jurisdiction over the parties and the contract, as well as to the orders, regulations, instructions, or demands of such government.

21.7 Applicable Law and Dispute Resolution

12.7.1 These Conditions and any related act or contract to which they apply shall be governed and interpreted in accordance with international conventions that are applicable and Spanish law, notwithstanding the existence of other Compulsory Legislation.

12.7.2 The Client and the Company agree that any claim or dispute arising out of or in connection with these Conditions shall be filed exclusively in the courts of the city where the Company’s registered office is located. The Client and the Company hereby accept the jurisdiction of such courts, waiving any other forum that might be applicable.