Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

1. Applicability

1.1 Unless explicitly agreed otherwise, these terms and conditions will apply to all offers, quotations, orders, agreements, services and all subsequent contracts of whatever nature which are marketed and/or supplied by the Seller.

1.2 The Buyer accepts the applicability of these terms and conditions through the sole fact of enquiring and/or ordering. Any uniform of specific conditions for purchase used by the Buyer will not be accepted by the Seller and will not be applicable to the Agreement of Sale and Purchase and/or to the services, unless these are expressly accepted in writing by the Seller in respect of any specific transaction.

1.3 In case for whatever reason one or more of the (sub-)clauses of these terms and conditions are invalid, the other (sub-)clauses to remain valid.

2. Definitions

"Agreement" means an agreement between the Seller and the Buyer concluded by way of exchange of written confirmation messages (including facsimile, telex or e-mail messages). The Agreement shall incorporate these terms and conditions.

"Buyer" means any party asking offers or quotations for or ordering Products for marine use and any party on whose behalf the said offers, quotations, orders and subsequent agreements or contracts have been made.

"Seller" means UAB ALTERIJUS, registered at 73-7, H.Manto str., LT-92260 Klaipeda.

"Products" means the grades of Marine Lubricants listed in the Price List.

"Delivery Port" means the port or place at which the Products are delivered to a vessel.

"Delivery" means the delivery of the Products to a Buyer's vessel at a Delivery Port in response to a Nomination.

"Nomination" has the meaning attributed to in Clause 3.

"Price List" means the Price List published by the Seller and as amended from time to time.

"Delivery Receipt" has the meaning attributed to in Clause 10.

"Confirmation" means a confirmation message sent to the Buyer by the Seller to confirm conclusion of the Agreement.

"Working Days" means the days when the Products are normally delivered in the Delivery Port.

3. Nominations

3.1 The Buyer or his accredited representative shall give the Seller notice (a "Nomination") of deliveries required, specifying the name of the Vessel, Vessel's agents, expected date of arrival at the Port of Delivery, grades, quantities and method of delivery of the Products.

3.2 Unless otherwise agreed, a Nomination shall allow not less than three Working Days' notice for deliveries of the Products. If any circumstances arise which prevent the Seller or its delivering affiliate from making a delivery then the Buyer shall be informed.

3.3 If delivery is required outside normal business hours or on local weekends, Saturday, Sunday or national Christian holidays the extra expenses incidental to such delivery shall be reimbursed by the Buyer as additional costs.

3.4 Where a Nomination gives notice of a requirement by a vessel for delivery in a Delivery Port of grades of the Products which the Seller cannot supply from the duty-free stocks, the Seller may advise the Buyer accordingly (which option must be exercised within a reasonable time) and upon such advise the Buyer may revise the Nomination. If the Buyer does not promptly revise the Nomination the Buyer shall be deemed to have requested to be supplied the grades in question from duty paid stocks and the provisions of Clause 5.5 shall apply.

4. Price

4.1 All prices offered or quoted by the Seller are nett cash, without reduction and exclusive of any taxes, duties, costs and charges owed at the time of delivery.

4.2 All price and/or tariffs are exclusive V.A.T., unless specifically stated otherwise.

5. Charges

In addition to the prices payable for the Products, the Buyer shall pay to the Seller the following charges:

5.1 All charges listed in the Price List, including those for delivery ex-lighter / barge and packed deliveries.

5.2 Any expenses incurred as a result of the Master of the vessel rejecting, canceling or significantly delaying the whole or any part of the delivery requested under a Nomination.

5.3 Any port dues, which may be incurred (whether at the Delivery Port or otherwise) in connection with any Delivery.

5.4 Any duties, taxes (other than taxes on profits), impositions, charges, freights, premiums or other costs incurred, or for which the Seller is accountable, in respect of a Delivery.

5.5 Where the Seller delivers to the Buyer from duty paid stocks in accordance with Clause 2.4, the amount of such duty.

5.6 Any additional costs incurred in respect of a Delivery including payment for overtime.

6. Invoices

6.1 By agreement between the Seller and the Buyer the invoice may be submitted to the Buyer by electronic means including without limitation facsimile.

7. Payment

7.1 Payment by the Buyer shall be due according to Seller's invoices, and without any discount, withholding, offset or allowance and shall be made by means of electronic wire transfer to the bank account stated on the invoice, such that funds are received into such account by the due date stated on the relevant invoice or as otherwise agreed with the Seller. Seller receives the right to charge interest and delivery costs on any amounts not paid by such date at the higher of 1.5% per month and the maximum rate allowable under applicable low.

7.2 Delivery documents may be provided to the Buyer if requested, but payment shall not be conditional upon the Buyer's receipt of such documents.

8. Credit

8.1 If the Products are supplied or to be supplied on credit and if the financial condition of the Buyer becomes in the opinion of Seller impaired, or unsatisfactory, Seller may demand that payment be made at any time before the date due for payment whether before or after delivery of the Products or may demand the giving of such security as it may specify.

8.2 The Products are supplied under a Nomination on the faith and credit of the vessel to which they are supplied as well as on the faith and credit of the Buyer. The Seller and the Delivering Company shall not be bound by any attempt by any person to restrict, limit or prohibit its lien or liens attaching to a vessel.

8.3 If at any time the Buyer has exceeded any credit limit as set by Seller, Seller shall, in addition to any other remedy, be entitled to suspend or terminate deliveries under the Nomination concerned. If at any time the Buyer fails to make any payment or give any security required, the Seller shall be entitled to suspend or terminate deliveries under the Nomination concerned and to assert all its rights against the vessel or vessels belonging to the Buyer. In the event of such suspension or termination the Buyer shall have no recourse against the Seller or any Delivering Company concerned.

9. Delivery

9.1 Subject to any special agreement between the parties as to the manner of delivery, the Seller shall arrange the delivery in bulk or container at the nearest point to the vessel at which delivery is in opinion of the Seller reasonable possible.

9.2 Subject to section 9.3, delivery of the Products will be made during customary hours of work at the Delivery Port.

9.3 Delivery of the Products may continue, if the Master of the vessel so requests, during night hours and religious and secular holidays (unless prohibited by lows or regulations applicable in the Delivery Port), in which event the Buyer shall reimburse Seller for all additional expenses incurred by Seller.

10. Documents

On completion of a Delivery of the Products to a vessel under a Nomination, the Master of the vessel or the Buyer's accredited representative shall sign a receipt for the grades and quantities delivered in a form required by the Seller ("Delivery Receipt") of which one copy shall be retained by the Master or such representative.

11. Risk and Title

11.1 Title in and to the Products delivered and/or property rights in and to such Products, will remain the exclusive property of the Seller until the moment when all claims – whether from this or from previous supplies or services – from the Seller against the Buyer are fully discharged by the Buyer.

11.2 Except as may be otherwise agreed, delivery of the Products at the Delivery Port shall be deemed to be complete and risk shall pass to the Buyer either:

(a) for bulk Deliveries, when the Products pass the flange connecting the delivery facilities with the receiving facilities provided by the Buyer; or (b) for delivery of packed Products, when the Delivery Receipt is signed in accordance with section 9 hereof.

11.3 The responsibility for connecting for bulk delivery facilities provided by the Seller to the receiving facilities provided by the Buyer shall be in accordance with the custom of the Delivery Port.

12. Measurement and Samples/Quantity and Quality Claims

12.1 The quantity to be entered on the Delivery Receipt shall be in accordance with the measurements of the Seller. The Seller shall not accept a claim for short delivery based on the figures obtained by measuring the Product in the Vessel's tanks.

12.2 The Buyer or Buyer's accredited representative shall be at liberty to witness and check the quantities and measurements at the time of delivery.

12.3 If the Buyer's representative or the Master of the vessel disputes the quantity delivered in any Delivery, he may at the time of signing the Delivery Receipt (but not later) annotate the Delivery Receipt accordingly, giving brief particulars of the quantity he alleges to have been delivered.

12.4 A clean Delivery Receipt once signed shall be conclusive evidence of the quantity delivered unless the Party challenging the receipt can prove manifest error. In the event that a Delivery Receipt is annotated in accordance with 12.3 above, Buyer shall be required to make timely payment in accordance with Seller's figures (which shall in the absence of contrary proof be deemed correct) provided that such payment shall not prejudice Buyer's right to make any claim with respect to quantity provided such claim is made in writing (in addition to the Delivery Receipt annotation) as soon as possible and in any event within ten days of the date of delivery, in default of which the Buyer shall be deemed to have waived such complaint or claim. Any unresolved disputes shall be determined in the same manner as set forth for quality disputes in 12.8 below.

12.5 During bulk deliveries, the Seller or its Delivering Company shall take two representative samples of the Products. The Buyer or its representative will be provided the opportunity to witness the taking of such samples. One sealed sample shall be handed to the Master of the vessel receiving the Products and the other one retained by the Seller or its Delivering Company for a 30-day period from the date of delivery.

12.6 Any complaint or claim on the part of the Buyer with regard to the quality of the Products delivered must be made to Seller in writing as soon as possible and in any event within 10 days after the date of delivery, in default of which the Buyer shall be deemed to have waived all complaints or claims in relation to the quality of the Products so delivered.

12.7 No claim for any defects in quality may be made in respect of the Products that have been transported or stored in containers provided by the Buyer.

12.8 Any dispute as to quantity or quality of the Products delivered shall be determined finally and conclusively by an independent expert appointed jointly by the Buyer and the Seller.

13. Restrictions on Use

Unless otherwise agreed the Buyer represents and warrants that the Products supplied will be used solely for the lubrication requirements of the vessel to which they are delivered or of other vessels owned or managed by the Buyer.

14. Exceptions

Neither the Seller nor the Buyer shall be responsible for any failure to fulfill their respective obligations (other than the payment of money) hereunder if fulfillment has been delayed, hindered, interfered with, curtailed or prevented by:

a) any circumstances whatsoever which is not within the control of the Seller or the Buyer as the case may be or

b) compliance with any order, demand or request of any international, national, port, transportation, local or other authority or agency or of any body or person purporting to be or to act for such authority or agency or

c) any strike, lock-out or labor dispute (whether or not the Seller or the Seller's suppliers or the Buyer as the case may be is a party thereto or would be able to influence or procure the settlement thereof).

15. Arrest of the Vessel

The Product supplied to the vessel is sold and delivered on the credit of the Vessel, as well as on the promise of the Buyer to pay therefore, and the Buyer agrees and warrants that the Seller shall have and may assert a maritime lien against the Vessel and may take such other action or procedure against the Vessel and any other vessel or asset beneficially owned or controlled by the Buyer, for the amount due for the Products and the delivery thereof. The Seller is entitled to rely on any provisions of low of the flag state of the Vessel, the place of delivery or where the vessel is found and shall, among other things, enjoy full benefit of local rules granting the Seller maritime lien in the Vessel and/or providing for the right to arrest the Vessel. Nothing in this Agreement shall be construed to limit the rights or legal remedies that the Seller may enjoy against the Vessel or the Buyer in any jurisdiction.

16. Governing Low and Jurisdiction

16.1 The Agreement shall be governed by the laws of Republic of Lithuania. However, the choice of law is for the sole benefit of the Seller and the Seller may apply and benefit from any law granting a maritime lien and/or right to arrest the Vessel in any country as stipulated in Section 15 hereof.

16.2 Any dispute between the Seller and a Buyer domiciled in the European Union, Norway, Switzerland, Lichtenstein or Iceland arising out of or in connection with any Agreement shall be determined by the Latvian Arbitration in Riga United Arbitration Court, Latvian Registration No. 40003940446.

16.3 Any dispute between the Seller and a Buyer domiciled outside the European Union, Norway, Switzerland, Lichtenstein or Iceland arising out of or in connection with any Agreement, including any disputes regarding the existence, validity or termination, shall be settled by the Latvian Arbitration in Riga United Arbitration Court, Latvian Registration No. 40003940446, in accordance with the rules of arbitration procedure adopted by Latvian Arbitration and in force at the time when such proceedings are commenced.

16.4 Sections 16.2 and 16.3 above shall be for the sole benefit of the Seller and the Seller shall have the right to take any legal action before the courts in any country either to (a) pursue the merits of a claim against a Buyer before such courts or (b) as an interim measure of protection in order to securing payment of any amount due from the Buyer.

17. Notices

17.1 Except where expressly stated otherwise, a notice, demand, request, statement, or other communication under or in connection with these terms and conditions shall only be effective if it is in writing. Faxes and e-mail are permitted provided however that any notice of breach sent by e-mail must be followed by a fax or letter.

17.2 Notices, demands, requests, statements, or other communications under or in connection with these terms and conditions shall be sent to a party at the addresses or numbers specified from time to time by the party to whom the notice is addressed.

17.3 Any notice given under these terms and conditions shall be effective only upon actual receipt at the appropriate address.

18. Amendments and Variations

These terms and conditions may not be amended or modified orally and no amendment or modification shall be effective unless it is in writing and signed by authorized representatives of each of Seller and the Buyer.