Mẫu hợp đồng xuất khẩu dầu thô bằng tiếng Anh

TERM SALES CONTRACT No.
PART I
SPECIAL CONDITIONS
Hochiminh City S.R. Vietnam

Date:

The present Contract is made between:
hereinafter referred to as SELLER,
and
hereinafter referred to as BUYER,
whereby it is agreed as follows:
1.
OBJECT OF CONTRACT
SELLER has agreed to sell and deliver and BUYER has agreed to purchase, receive
and pay for ….Crude Oil (hereinafter also referred to as Vietnam Export
Crude Oil) in accordance with the terms and conditions of this Contract.
2.
QUANTITY
2.1. BUYER shall purchase from SELLER, and SELLER shall sell and
deliver to BUYER at …..Loading Port…. US Barrels of …. Crude
Oil per day during the Contract Term. Unless otherwise agreed, the
cargo size shall be between 230,000-550,000 Barrels.
The quantity of each cargo to be delivered shall be 5% more or less from the
agreed quantity for said cargo at Terminal’s operational tolerance.
2.2.

The quantity of Crude Oil to be delivered by SELLER during any
quarter may, at the option of BUYER, be decreased by up to 5% or be
increased subject to SELLER's agreement in advance in each specific
case. Any such additional quantity shall be considered as an increase

in the Contract Quantity as specified in Clause 2.1 above. Such
additional quantity shall not be used to adjust or reduce BUYER's
future contract entitlement without SELLER's consent, or
alternatively, at SELLER's discretion, to be considered as prelifting of
future entitlement.

2.3.

Unless otherwise agreed in writing by both Parties, BUYER
undertakes to lift the Crude Oil on quarterly even basis within the
Contract Quantity stated in Clause 2.1 of Part I above. Should
BUYER's uplifting quantity during any quarter be below the Contract
Quantity as specified in Clause 2.1 above due to BUYER’s exercising
its option to reduce the quarterly quantity by up to 5%, such deficit in
uplifting shall be used to adjust by adding the deficit quantity to the
subsequent quarter's entitlement, and in that subsequent quarter the
5% option shall not be applied.

2.4.

Quantity shall be measured at the …Terminal by Terminal Operator
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and verified by an independent inspector in accordance with industry
standard. The quantity stated in the Bill of Lading is final and binding
upon both Parties.
3.
QUALITY
Crude Oil delivered under this Contract shall be of the normal export quality as

available at the time of loading.
4.

TERM OF CONTRACT
The Contract Term shall be six (06) months commencing from October 01 st
20… through March 31st 20…..

5.

DELIVERY AND LIFTING PROGRAM
The Crude Oil shall be delivered by SELLER and accepted by BUYER FOB
at the Delivery Point at ..... Terminal or CFR at the Discharging Port.
The quantity of the Crude Oil to be delivered FOB and CFR shall be on
equal basis. The terms and conditions of CFR shall be mutually agreed for
each specific shipment in the form of CFR Delivery Agreement as per
Appendix No. 2 of Part II.
The lifting program for the Crude Oil supplied under the present Contract
shall be determined in the manner described in Clause 7 of Part II.

6.

PRICE
6.1. The FOB unit price of ..... Crude Oil supplied under the present
Contract during the period from October 01st 20… to March 31st
20…. shall be in US Dollars per net US Barrel and calculated equal to
50 percent of the average of 3 weekly averages of APPI mean
quotations for Minas (Asian Petroleum Price Index quotations for
Minas crude oil) plus 50 percent of the average of 3 weekly averages
of Platt’s mean quotations for Minas (Platt’s Crude Oil Marketwire
quotations for Minas crude oil) as quoted in the week prior to, the

week of and the week following the week of Bill of Lading Date of
the Crude Oil lifted, plus ……. USD/Barrel (say: US Dollars
…………………cents per US Barrel).
For the purpose of this Clause:
(a) The week shall mean Sunday to Saturday.
(b) Any average(s) mentioned above shall be rounded to 4
(four) decimal points in the manner as specified in Clause 4
of Part II of the Contract.
Such price shall not be subject to adjustment in respect of gravity or
any other matter.
6.2.

In the extraordinary circumstances in the international petroleum
industry, if the related quotations for Minas crude oil specified in
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7.

Clause 6.1 herein above are not available at the time of loading due to
whatsoever reason, the price of ..... Crude Oil shall be calculated as
an average of other internationally recognized and mutually agreed
quotations for ..... Crude Oil available in the week of Bill of Lading
Date.
PAYMENT
7.1. Net US Barrels specified on Bill of Lading shall be the invoicing
quantity.
7.2. BUYER shall provide SELLER with a Financial Security issued by a
first class international bank for Shipment Value in favour of
SELLER with the text conformed strictly to Enclosure No. 1 of Part

II not later than 15 days before the first day of Loading Date Range
stipulated in Clause 7 of Part II of this Contract.
Such Financial Security shall be subject to SELLER's acceptance
within 5 days after its opening date.
7.3.

Payment to be made in US Dollars in full to the bank(s) designated
by SELLER without discount, withholding, offset, counterclaim or
other deduction within 30 days after Bill of Lading Date (which to
count as day zero) by Telegraphic Transfer, upon presentation of
invoice, full set of 3/3 original Bills of Lading and other cargo
documents required (or SELLER’s Letter of Indemnity if original
Bill(s) of Lading are not available). Telex Letter of Indemnity is
acceptable.

7.4.

The Letter of Indemnity shall be issued in the format set out in
Enclosure No.2 of Part II of the Contract.

7.5.

BUYER shall instruct its remitting bank to send a telex advice by
tested telex or authenticated SWIFT to the bank designated by
SELLER at least 2 working days before making such payments.

7.6.

All expenses in connection with this Financial Security and bank's
cable/telex/swift charges and reimbursement charges outside Vietnam

are strictly for the account of BUYER.
8.
INSPECTION
A mutually acceptable independent inspector shall be appointed by SELLER on
behalf of BUYER and SELLER to witness and verify the determination of
quantity and quality of Crude Oil loaded at the ..... Terminal with costs to be
shared equally between BUYER and SELLER.
9.
LAYTIME AT TERMINAL
SELLER shall be allowed, unless otherwise agreed by the Parties:
a) Thirty-six (36) hours for any cargo size of 550,000 Barrels or less;
b) Forty-eight (48) hours for any cargo size of above 550,000 Barrels;
within which to complete loading of a cargo of Crude Oil.
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10.
11.

DESTINATION
Where it is not restricted and prohibited by the laws of Vietnam.
OTHER TERMS AND CONDITIONS
11.1. In special / necessary cases, SELLER shall discuss with BUYER on
buying back Petroleum products (Gasoline, Gas oil, Fuel oil....) and
BUYER shall work with SELLER to supply such products with value
equal to the value of crude oil cargoes supplied under the Contract.
The quantity, quality, price, terms of delivery... of each product shall
be mutually agreed by both Parties when the need arises.
11.2. Neither BUYER nor SELLER shall be liable for any claim under or
arising out of this Contract unless such claim is asserted within one

year from the day of occurrence of the incident giving rise to the
claim.
11.3. All other terms and conditions shall be in accordance with Part II of
the Contract, General Provisions for Sales of Vietnam Export Crude
Oil. BUYER confirms he is in possession of a copy and well aware of
contents of the latest edition of Part II.
11.4. Part I and Part II inclusive of Enclosures and Appendixes attached
hereto constitute the entire Contract between the Parties. Any
amendment, modification or release from any provision hereof are
valid only if they are made either in writing or in telex form and
subject to mutual agreement and signed by both Parties.
11.5. In the event of any conflict or inconsistency between this Part I
(Special Conditions) and Part II (General Provisions) of the Contract,
the terms of Part I shall supersede over those of Part II to the extent
of such conflict or inconsistency.
11.6. Words and phrases defined in Part II and used herein shall, unless the
contrary intention appears, have the same meaning in this Part I.
11.7. After signing the present Contract, all previous relevant negotiations
and correspondences in relation to this Contract between the Parties
shall be considered null and void.
11.8. This Contract is signed in four (04) originals, three (03) for SELLER
and one (01) for BUYER, all originals are equally authentic.
11.9. All documents and communications concerning this Contract shall be
in English.
11.10. The Contract enters into force upon signing.

12.

NOTIFICATION
4

Any communications in regard to this Contract will be made to the
followings:
Any change in the above communication address shall be made in writing by
relevant Party.
IN ACKNOWLEDGEMENT of the Parties understanding the contents set
out hereinabove, the Parties confirm this Contract as of the day and year first
above written as follows:
FOR SELLER

FOR BUYER

PART II
GENERAL PROVISIONS FOR FOB/CFR DELIVERY OF
VIETNAM EXPORT CRUDE OIL

1.

DEFINITIONS
1.1.

As used in this Contract, unless otherwise required by the context, the
following words and terms shall have the following meanings:

ASTM

: American Society for Testing Materials;

Barrel

: Means the quantity of Crude Oil consisting of forty
two (42) United Stated gallons, corrected to sixty
(60) degrees Fahrenheit under one atmosphere of
pressure. Conversion to any other references
temperature shall be based on the ASTM Tables;

Bill of Lading : Means the date appearing on the Bill of Lading when
Date
the loading has been completed;
Business Day

: Means a day (excluding Saturday) on which banks in
Ho Chi Minh City are customarily open for business;

Contract

: Means the contract made between BUYER and
SELLER for sale of Crude Oil which Contract is
contained in Part I (including Addendum, if any) and
Part II (including its Enclosures and Appendixes);

Contract
Quantity

: Means the quantity to be supplied by SELLER to
BUYER under Clause 2 of Part I;
5

Contract Term

: Means the period during which the Crude Oil is to be
supplied;

Crude Oil or : Means the Crude Oil described in Part I of the
Vietnam Export
Contract;
Crude Oil
Delivery Point

: Means the outlet flange of the loading hose
connected to the Vessel at the loading Terminal;

FSO

: Means floating production, storage and offloading
system;

ETA

: Means the estimated date and time of arrival of the
Vessel at the Terminal;

Financial
Security

Shall be either:
(i) Standby Letter of Credit; or
(ii) Letter of Guarantee; or

(iii) Letter of Credit; or
(iv) Other means of credit security acceptable to
SELLER; to be issued, as the case may be, as
required in accordance with the provisions of the
Contract;

FOB or CFR

: Has the meaning prescribed in the 2000 edition of
the international rules for the interpretation of trade
terms prepared by the International Chamber of
Commerce (Incoterms) as amended from time to
time, except to the extent of any inconsistency with
any provision of this Contract;

ITOPF

: Means International
Federation Ltd;

Loading
Range

Tanker

Owners

Pollution

Date : Means the period of time as described in Part I or as

determined in accordance with Part II, during which
Vessel is required to arrive at the Terminal to lift the
Crude Oil as described in Part I;

Loading Port

: Means the port, place or location described as such
in Part II;

Part I

: Is any letter or facsimile duly signed by SELLER
and BUYER setting out the particular terms and
conditions of the Contract;
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Part II

: Means these General Provisions

Party

: Means SELLER, or BUYER, or its Assignee(s)
permitted under the provisions of the Contract and
"Parties" means the SELLER and BUYER and its
Assignee(s) as the case may be;

Shipment Value

: Means the amount in US Dollars determined by
multiplication of net US Barrels appearing on the
Bill of Lading and the unit Price determined in
Clause 6 of Part I;

Terminal

: Means the FSO(s) at the Loading Port from which or
through which the Crude Oil is loaded by the
Terminal Operator onto the Vessel for the purpose of
the Contract;

Terminal
Operator

: Means the person or company owning, managing,
operating or controlling the Terminal

Terminal
Regulations

: Means rules and procedures in force for, inter alia,
mooring, loading, and unmooring of Vessel at the
loading Terminal

Vessel

: Means the tank ship arranged and provided to accept
delivery of the Crude Oil at the Terminal;

WORLDSCALE

: Means the Worldwide Tanker Nominal Freight Scale
published from time to time;

1.2.

1.3.
1.4.

2.

Unless the contrary intention appears, a reference to “day” shall mean
any day between the hours of 0001 and 2400, local Vietnam time and
a reference to “month” and “year” shall mean calendar month and
calendar year, respectively.
The provisions of Part II shall be subordinate to the provisions of Part
I to the extent of any inconsistency.
The following Enclosures and Appendixes attached to this Part II
shall form an integral part of the Contract:
Enclosure No. 1:
Financial Security
Enclosure No. 2:
Letter of Indemnity
Appendix No.1:
Loading Arrangement at ..... Terminal
Appendix No.2:
CFR Delivery Agreement

QUANTITY, QUALITY AND CARGO INSPECTION

2.1. BUYER shall purchase from SELLER, and SELLER shall sell and
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deliver to BUYER on CFR delivery basis about fifty percent (50%) of
Contract Quantity during the Contract Term. The balance of Contract
Quantity shall be supplied on FOB basis.
2.2.

Unless otherwise agreed, the cargo quantity for each shipment is from
230,000 barrels to 550,000 barrels with an operational tolerance of 5%
more or less at the Terminal’s Operational tolerance.

2.3.

3.

4.

The Quantity and Quality shall be measured and determined at the .....
Terminal by ..... Terminal Operator and verified by an independent
inspector in accordance with the latest ASTM Standards and API
Manual of Petroleum Measurement Standards (MPMS). Such
determinations shall be reported in the certificates of quality and
quantity (or other such equivalent documents as may be issued by the
Terminal). The Bill of Lading Quantity and Grade will thereupon be
final and binding upon both Parties.
2.4. The quality of Crude Oil delivered to BUYER shall be of the normal
export quality as available at the Loading Port at the time of loading.
2.5. The mutually acceptable independent inspector shall be appointed by

SELLER on behalf of BUYER and SELLER. The costs of the
services of the independent inspector shall be shared equally by
BUYER and SELLER.
2.6. No Claim submitted by BUYER for one lot of the Crude Oil shall be
regarded as a justification for rejecting any other lot of the Crude Oil
to be delivered under the present Contract.
2.7. There are no guarantees, warranties or representations, express or
implied, of merchantability, fitness or suitability of the oil for any
particular purpose or otherwise which extend beyond the description
of the oil set forth in this agreement.
DELIVERY
3.1. The Crude Oil shall be delivered by SELLER and accepted by
BUYER, FOB at the Delivery Point to BUYER’S nominated Vessel
or CFR on SELLER’s nominated Vessel at the Discharging Port.
3.2. BUYER undertakes to give preference to Vessel(s) owned or operated
by Vietnamese oil or shipping companies and cargo insurance
coverage offered by Vietnamese insurance companies, provided that
financial and other terms and conditions offered by these companies
shall be competitive in the international market.
PRICE AND PAYMENT
4.1. BUYER shall pay SELLER for the net quantity of Crude Oil
measured in accordance with sub-clause 2.3 above of this Part II
General Provision at the price and further particulars set out in Part I
of the Contract.
4.2. The price will be rounded to four (4) decimal points in the manner
that, if the fifth (5th) decimal point is four (4) or any number less than
four (4), than such fifth (5th) and further decimals shall be ignored. If
the fifth (5th) decimal point is five (5) or any number higher than five
(5) than one (1) digit shall be added to the fourth (4 th) decimal point
and the rest shall be ignored.

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4.3.

4.4.
4.5.

BUYER shall, at its expense, provide SELLER with Financial
Security to be issued by a first class international bank acceptable to
SELLER and in the format as strictly set out in Enclosures 1 , to
cover the full Shipment Value in favour of SELLER. For CFR
deliveries, the Financial Security includes the cost of freight. Such
Financial Security to be issued not later than 15 days prior to the first
day of the Loading Date Range stipulated in Clause 5 of Part I and
subject to SELLER’s acceptance within 5 days thereafter.
All charges in respect of this Financial Security outside Vietnam shall
be for BUYER’s account.
Should BUYER fail to open Financial Security or open unduly,
BUYER shall pay SELLER a fine for each day of delay at the rate of
0.1 percent of the value of such Financial Security, and SELLER has
the right to withhold the shipment of the Crude Oil due to this delay
in opening and acceptance of the Financial Security
Should the delay in opening of Financial Security exceed six (06)
days, BUYER may be deemed to be in breach and SELLER has the
right not to deliver the Crude Oil. All damages incurred by SELLER
in connection with undue opening of Financial Security and damages
caused by delay of the nominated Vessel are to be paid by BUYER
upon receipt of SELLER’s notice of claim/expenses.

4.6.

SELLER shall endeavour to provide BUYER with a commercial
invoice and the cargo documents not later than three (3) Business
Days before the last day upon which payment is required hereunder.
If the cargo documents required under this Clause 4 are not available
at the time specified, payment shall be made by BUYER upon
SELLER’s presentation of a commercial invoice and a Letter of
Indemnity (LOI) in the format as set out in Enclosure No. 2. In the
event such a Letter of Indemnity is provided, BUYER shall make
payment for the Crude Oil either on or before the last day upon which
payment is required hereunder or on the date upon which the LOI is
provided as aforesaid whichever occurs later.

4.7.

Payment shall be effected in U.S. Dollars in same day funds and
made free of exchange, in full, and without deduction, counterclaim,
withholding or offset.
If the due date falls on Saturday or a bank holiday in New York other
than Monday, the payment will be made on the preceding banking
day. If the due date falls on Sunday or a Monday bank holiday in New
York, the payment will be made on the next banking day.

4.8.

SELLER will honour claims for interest calculated at the rate of two
(2) percentage points above the average one (1) year London
Interbank Offered Rates (LIBOR) for EuroDollars as quoted on
9

5.

Reuter page “LIBO” at 1100 hrs GMT on the payment due date on
the amount outstanding for the period from the payment due date
until the day before the date SELLER receives payment in full. In the
absence of such quotation, LIBOR shall mean the one (1) year British
Bankers Association Interest LIBOR Rates for US Dollars quoted in
respect of that day in the page LIBOR01 at 1100 hrs GMT and as
subsequently reset yearly in accordance herewith from time to time. If
any day on which LIBOR is to be set or reset was not a London
Banking Day, LIBOR was set or reset by reference to the next
following London Banking Day. Such interest is SELLER’s
additional rights arising out of such delay, and is in no circumstances
to be considered as an agreement by SELLER to provide extended
credit.
4.9. All expenses incurred by SELLER, including but without limitation
to reasonable legal fees, court cost, collection agency fees, etc. due to
undue payment or non-payment of the invoice value by BUYER if
such non-payment is not attributable to the default or negligence of
the SELLER shall be borne by BUYER and due for payment
immediately upon presentation of related documents from SELLER
to BUYER.
4.10. In case of CFR deliveries, BUYER shall pay SELLER separately the
actual charges covering helicopter and/or transport vessel services, if
any, done at the request and berthing acceptance made by the
receiving Vessel for the purpose of loading arrangement in
accordance with Appendix No.1. Such payment shall be made against
presentation of SELLER’s invoice accompanied with the supporting

documents (Flight Record and transport vessel service invoice).
COST OF FREIGHT
5.1. The freight for CFR delivery shall be mutually agreed for each
shipment.
5.2. The WORLDSCALE rate for the port or port(s) and/or
grouping/combination of port(s) not listed in the current
WORLDSCALE schedule shall be referred to the WORLDSCALE
Association, London for suitable determination.
5.3. The freight shall be at the rate stipulated in CFR Delivery Agreement
of each shipment and shall be computed on gross metric tons
(including deadfreight as per sub-clause 5.4 hereof if the minimum
contractual quantity is not met by BUYER) as shown on the Bill of
Lading issued by the Supplier and signed by the Master of the Vessel.
No deduction of freight shall be made for water and/or sediment
contained in the cargo.
5.4. Deadfreight: Should BUYER require receiving a part instead of the
agreed full cargo, such request should be in written form. In this case
the Vessel shall, at Master's option, and, upon request of BUYER,
proceed on her voyage, provided that the tanks in which cargo is
loaded are sufficiently filled to put her in seaworthy and stable
condition. In that event, however, deadfreight shall be paid at the rate
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6.

specified in sub-clauses 5.2 and 5.3 above and on the difference
between the gross Bill of Lading quantity on metric ton and the
quantity the Vessel would have carried if loaded to her minimum
permissible freeboard for the voyage.

DEMURRAGE
FOB DELIVERY
6.1. For FOB delivery, and unless otherwise provided in the Contract,
SELLER shall be liable to BUYER for demurrage to the extent only
that the actual period of Laytime required to load the Crude Oil
exceeds the allowed Laytime provided for in the Contract.
Demurrage shall be paid by SELLER per running hour or pro-rata for
a part thereof, at the rate stipulated in the Charter Party, a copy of
which is provided to SELLER. Only if the Charter Party is not
available, then the nominal rates of demurrage stipulated in
WORLDSCALE applicable to Vessel size for the period of loading
shall be used.
6.2. For any claim for demurrage for FOB shipment, BUYER shall notify
SELLER in writing within thirty (30) days from the Bill of Lading
Date. A claim with supporting documentation including a hard copy
of the demurrage claim shall be furnished to SELLER within sixty
(60) days from the Bill of Lading Date. Should BUYER fail to give
such notice or provide such documentation within the prescribed time
limits, SELLER’s liability for demurrage, if any, shall be
extinguished.
CFR DELIVERY
6.3.
6.4.

6.5.

6.6.
6.7.

For CFR delivery, BUYER shall pay demurrage incurred at

Discharging Port per running hour or pro rata for part thereof at the
rate specified in CFR Delivery Agreement of each shipment.
Except as hereinafter provided, for all time that used Laytime at the
discharge port exceeds the allowed Laytime, BUYER shall pay
demurrage in U.S. Dollars to SELLER upon BUYER’s verification of
SELLER’s claim thereof.
If, however, all or part of such demurrage happens due to fire or
explosions at the Discharging Port or the plant of the receivers of
BUYER but not being first caused by the negligence or the wilful act
or omission of BUYER, BUYER’s receivers, their servants or agents,
or arises or results from act of God, act of War, riot, civil commotion,
the rate of demurrage shall be reduced to one half for the period of
such demurrage or part thereof.
Any additional charges and/or surcharges at Discharging Port(s)
resulting from the time, by which Vessel is on demurrage, will be for
BUYER’s account.
Demurrage shall be calculated subject to the statement of facts issued
and signed by the Vessel's agent and/or the receiver(s) at the
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Discharging Port and counter-signed by Vessel’s Master.
Any demurrage claim must be presented to BUYER together with
supporting documents within 90 days after completion of discharge.
Demurrage claims submitted after these periods are time-barred.
LIFTING PROGRAMME AND NOMINATION PROCEDURE
FOB DELIVERY

6.8.
7.

7.1

Not later than 45 days prior to the first day of each lifting quarter,
BUYER shall notify SELLER of its preferred lifting volume(s) and
lifting month(s). Latest 40 days prior to the first day of each quarter,
BUYER and SELLER shall mutually agree on the lifting volume(s)
and lifting month(s). If the Parties could not reach such mutual
agreement, SELLER shall allocate the lifting volume(s) and lifting
month(s) based on total contractual volume for the quarter to be lifted
equally on a monthly / quarterly basis.
35 days prior to the first day of the agreed or allocated lifting month,
BUYER shall inform SELLER of its preferred lifting dates. By not
later than 30 days prior to the first day of the lifting month, SELLER
shall notify BUYER of the quantity and 5-day loading period of each
delivery in such lifting month. Within 3 Business Days BUYER shall
confirm to SELLER its readiness to accept each such delivery
otherwise it shall be deemed firmly accepted by BUYER.
Not later than 25 days prior to the first day of the 5-day loading
period of each delivery, BUYER shall advise SELLER of its preferred
3-day (or 2-day) Loading Date Range within the established 5-day
loading period. SELLER shall confirm BUYER of the final 3-day (or
2-day) Loading Date Range within 5 days of BUYER’s advice with
considering BUYER’s preferred 3 days (or 2 days) Loading Date
Range.

7.2

The Loading Date Range for the cargo(es) of the Crude Oil shall be
determined in the following manner:

(i) For the cargo size of 550,000 Barrels or below: The date of arrival
of the Vessel shall be within a range of three (3) days.
(ii) For the cargo size of above 550,000 Barrels: The date of arrival of
the Vessel shall be within a range of two (2) days.

7.3

Not later than 15 days prior to the first day of the Loading Date
Range, BUYER shall advise SELLER by telex or fax the nomination
of Vessel.
Such nomination shall include:
a- Name and flag of nominated Vessel.
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b- Particulars of nominated Vessel (tropical deadweight capacity,
fully laden draft, overall length etc ...)
c- Vessel’s current position and expected arrival date (ETA) of
nominated Vessel at Vung Tau Loading Port within the Loading
Date Range and Vessel itinerary after loading the Crude Oil.
d- Name of port(s) of discharge.
The BUYER’s Vessel(s) should not exceed 110,000 MT tropical
deadweight and Vessel’s age preferably should not be more than
fifteen (15) years old. BUYER shall ensure and warrant that the
Vessel will comply with all applicable international conventions,
laws, Terminal regulations and other requirements such as may be
required for reasons of Health, Safety and the Environment (HSE).
These include:
-

SOLAS 1974 convention, its 1978 protocol and ISPS Code
MARPOL 1973 convention and 1978 protocol
Standard of training, certification and watch keeping for seafarers
(STCW)
Adhere to guidelines as contained in the International Safety
Guide for Oil Tankers and Terminal (ISGOTT)
Parties to Civil Liability Convention (CLC) and Fund
Convention.
"Standards for Equipment Employed in the Mooring of Ship at
Single Buoy Moorings" published by OCIMF most recent edition
and Vessel is suitable for Tandem Mooring operation.

The Vessel shall be subject to SELLER’s acceptance, but SELLER
shall not unreasonably reject BUYER’s Vessel. Acceptance of the
Vessel shall not constitute a continued acceptance by SELLER for
subsequent liftings.
7.4

Due to Terminals restriction on the night berthing, the Loading Date
Range begins at 0700 hours (local time) on the first day of the
Loading Date Range, thus unless otherwise agreed by SELLER,
SELLER shall not be under any obligation to commence loading
hereunder prior to 0700 hours (local time) on the first day of the
Loading Date Range.

7.5

BUYER’s Vessel should in all respects comply with all applicable
regulations in force at Vung Tau Loading Port, with the requirements
of the relevant authorities of the Socialist Republic of Vietnam, and

with the Loading Port regulations widely published, otherwise all
damages and costs which SELLER incurred shall be borne by
BUYER.

7.6

BUYER may nominate a substitute Vessel (“the substituted Vessel”)
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in accordance with sub-clauses 7.3 and 7.5 herein provided it is
scheduled to arrive at the Terminal on the same Loading Date Range
and provided further BUYER gives written notice to SELLER not
later than seven (7) days before the first (1 st) day of the Loading Date
Range specifying the substituted Vessel’s position and all information
requested under sub-clause 7.3 of this Part II.
7.7

BUYER shall ensure or procure, at its own expense, the enrolment of
the Vessel in the International Tanker Owners Pollution Federation
Limited (ITOPF). BUYER shall additionally ensure that the
nominated Vessel has the highest standard oil pollution coverage
available under the Rules of the International Group of Protection &
Indemnity Clubs for oil pollution legal liability up to the maximum
amount being offered by the International Group of Protection &
Indemnity Clubs (currently US Dollars 1 billion).

7.8

BUYER shall, at least ten (10) days prior to the first day of the

Loading Date Range furnish SELLER the full documentation
instruction which is required by BUYER for the purpose of loading
the Crude Oil.

CFR DELIVERY
7.9
At least 35 days prior to the lifting month, SELLER shall advise
BUYER of the lifting program and Loading Date Range for the CFR
shipment in that month. Within 5 days thereafter BUYER shall advise
SELLER its acceptance, additionally nominating the Discharging
Port(s) (one port or multiple ports of discharge).
At least 20 days prior to the Loading Date Range, SELLER shall
advise BUYER of the detailed CFR Delivery Program including
shipment quantity, Vessel nomination, freight and demurrage rates
and other specific terms and conditions for the CFR shipment.
Should there be any difference between BUYER and SELLER on the
detailed CFR Delivery Program, both Parties shall negotiate and
exercise their best effort to reach an agreement. If such agreement
cannot be reached by 16 days prior to the first day of Loading Date
Range, the delivery shall be made FOB and BUYER shall undertake
to provide a suitable Vessel to lift the Crude Oil, complying with the
FOB nomination procedure unless otherwise mutually agreed
between Parties.
7.10

BUYER is required to advise SELLER of its firm Discharging Port(s)
upon fixing the shipping schedule of related cargo, but not later than
the commencement of loading.

7.11

BUYER shall make its best endeavour to maintain original
14


Discharging Port(s). However, in cases of emergency, BUYER may
request to change the Discharging Port(s) or if the cargo is to be
discharged at more than one port, to change the rotation of the
Discharging Port(s) provided that total voyage time consumed by
Vessel is not significantly different from the original schedule to the
extent where additional damages or costs will arise.
7.12

SELLER/Shipmaster will have their option to comply with the
normal routes from Loading Port to Discharging Port(s). Any extra
expenses including but not limited to additional shipping time and
bunkers arising out of such changes of the original Discharging
Port(s) shall be for BUYER’s account. In such cases if an adjustment
of freight rate and demurrage rates is needed according to
WORLDSCALE, a new freight rate shall be agreed and applied in
accordance with international practice.

7.13

SELLER is not responsible for any late arrival of cargo at
Discharging Port due to any reasons which are beyond SELLER’s
control.

7.14

SELLER, however, shall have the option to substitute the nominated
Vessel with other suitable tonnage, in which case SELLER shall give
reasonable notice to BUYER the details of the substituted Vessel and
expected date of arrival at the Loading Port, upon which BUYER
shall give SELLER a written notice of acceptance or rejection within
1 Business Day (24 hours), but shall not reject any nomination
unreasonably. In case of rejection, SELLER shall, as soon as possible,
nominate further a replacement vessel and/or Loading Date Range for
BUYER’s prompt acceptance or rejection, and, in case of the latter,
the Parties shall negotiate a mutually acceptable nomination.

7.15

BUYER shall, on receipt of the vessel nomination, provide SELLER
with full documentation instructions for the shipment concerned.

7.16

As soon as possible after the loading has been completed, SELLER
shall notify BUYER of the actual quantity loaded and the expected
date of arrival at Discharging Port(s). SELLER undertakes to inform
BUYER of any changes to the ETA at discharging port(s) as soon as
practicable after receipt from Vessel Owner and Shipmaster or its
agent.

7.17

The Vessel’s Master will cable her ETA at the Discharging Port(s) to
BUYER or their agent 96, 72, 48, 24 and 12 hours prior to arrival and
any changes of such ETA.

7.18

SELLER warrants that Owner of all vessels nominated to carry the
subject cargo is a member of ITOPF and enrolled in a Protection &
15


8.

Indemnity Club(s).
ARRIVAL OF VESSEL
8.1. BUYER or Vessel Master shall notify SELLER of the ETA of the
Vessel ninety six (96), seventy two (72), forty eight (48), twenty four
(24) and twelve (12) hours prior to her arrival at the Terminal. Failure
to give twenty-four (24) hour notice of Vessel Arrival within the
Loading Date Range increases Laytime allowed to SELLER by an
amount equal to the difference between twenty-four (24) hours and
the number of hours prior to arrival of such Vessel that notice of such
ETA is first received by SELLER
8.2.

If, in the opinion of Terminal Operator, the adverse weather
conditions are threatening the safety of the loading arrangement of
the Vessel, Terminal Operator may instruct the Master of the Vessel to
sail to the locations as indicated by Vung Tau Port authorities for
inward and outward clearance of the Vessel. Terminal Operator may
so instruct the Vessel either prior to that Vessel's ETA or whilst the
Vessel is waiting to load at the Terminal. BUYER shall ensure that
the Master of the Vessel will comply with Terminal Operator's

instructions under this sub-clause 8.2.

8.3.

BUYER shall ensure a timely arrival of the Vessel at the Loading Port
within the Loading Date Range, and the Vessel being in every respect,
ready to load the Crude Oil upon her arrival, otherwise the Vessel
shall be considered as a late arrival as specifically described below
and SELLER shall be released from responsibility for any demurrage
incurred.
If the Vessel arrival at Vung Tau Loading Port is later than the last day
(local time) of the Loading Date Range, BUYER has to pay SELLER
a penalty of US Dollars 30,000 for each day of delay and any running
hour and/or pro-rata for a part thereof.
If the Vessel arrival at Vung Tau Loading Port is delayed three (03)
days (local time) or more from the last day of the Loading Date
Range and/or in case of BUYER's cancellation of any cargo under the
present Contract due to any reason, BUYER agrees to pay SELLER a
penalty of US Dollars 350,000 per said cargo.

8.4.

SELLER is released from any responsibility and BUYER has no right
to claim for any delay in delivering the Crude Oil and/or for any
demurrage caused by the untimely receipt of any notifications from
BUYER or Vessel Master and/or Vessel’s late arrival described in
sub-clause 8.3 herein above.

8.5.

On arrival at the Loading Port, after receipt of Free Pratique, the
Master shall give SELLER’s representative Notice of Readiness
16


(hereinafter referred to as NOR). This NOR must be handed in within
the official working hours in conformity with Vung Tau Loading
Port's regulations relating to safety, health and environment.
9.
NOTICE OF READINESS AND LAYTIME
FOB DELIVERY
9.1.

If the Vessel arrives during the Loading Date Range, Laytime shall
commence when the Vessel is all fast at the loading Terminal and in
any event no later than six (6) hours after NOR is handed in by the
Master and accepted, whichever occurs first. If the Vessel arrives and
NOR is handed before the Loading Date Range, Laytime shall
commence when the Vessel is all fast at the Terminal and in all
respects ready to load, or 0700hours on the first day of the Loading
Date Range, whichever is earlier. If the Vessel arrives after the last
day of the Loading Date Range, SELLER shall not be obliged to load
the Vessel unless SELLER specifically agrees to do so, in such case
Laytime shall commence when the Vessel is all fast at the Terminal
and in all respects ready to load.

9.2.

In all cases Laytime shall end when the loading hoses are
disconnected after completion of loading.

9.3.

SELLER shall be allowed, unless otherwise agreed by the Parties:
a)

Thirty-six (36) hours Laytime for any cargo size of 550,000
Barrels or less;

b)

Forty eight (48) hours Laytime for any cargo size of above
550,000 Barrels;

within which to complete loading of a cargo of Crude Oil.
9.4.

Sunday(s) and public holiday(s) shall be included from the
calculation of Laytime.

9.5.

Notwithstanding anything to the contrary herein contained any delay
or time spent caused by the following shall not count as Laytime and
SELLER shall not be liable to BUYER for demurrage in so far as any
such delay or time spent results in the actual period of Laytime
exceeding the allowed Laytime:
abcd-

Inward passage from anchorage to the berth;

Inadequacy, breakdown, inefficiency or other causes
attributable to the Vessel and/or owners;
Strike, lock-out, stoppage or restraint of labour of Master,
officers or crew of the Vessel or tug boat or pilot;
Failure of Vessel's agent to provide for tug boat or pilot, where
17


efghijklmn-

these are required;
Awaiting Customs and Immigration clearance or pratique;
Delay or interruption of loading the Crude Oil caused by bad
weather, awaiting tides and daylight;
Handling slops and/or de-ballasting and/or in ballasting unless
concurrent with loading the Crude Oil;
Tank cleaning and/or in awaiting facilities for discharge of slop
and/or clean ballast;
Emergency shutdown of the Terminal machinery;
Force Majeure as defined in Clause 18 of this Part II
Agreement and the reasons beyond SELLER’s control;
Any action taken by inspector or by SELLER at inspector's
request, if such action results in demurrage;
Prohibition or restriction on loading by or failure to load or
delay in loading attributable to BUYER, owner, operator of the
Vessel or port authorities;
Failure by BUYER to observe or perform any provision of the
Contract;
Awaiting the full documentation instruction from BUYER.

Should it become necessary to shift or withdraw the Vessel from the
loading berth under circumstances beyond SELLER’s control, all
time, expenses and risks in connection therewith shall be for
BUYER’s account. Such shifting time shall not count as used
Laytime.
CFR DELIVERY
9.6.

Upon Vessel’s arrival at customary anchorage at Discharging Port(s),
the Master will tender Notice of Readiness (NOR) to commence
discharge. This NOR must be given at any time of the day or night.

9.7.

Time allowed for discharging a full cargo shall be 36 running hours
or pro-rated for a part cargo, Sunday(s) and holiday(s) included.
If Vessel discharges for two or more receivers at one port, the total
time used will be divided cooperatively in accordance with the
quantities discharged to each receiver in relation to the total quantity
discharged at this port.

9.8.

Laytime shall commence upon expiration of six (6) hours after
tendering Notice of Readiness (whether in berth or not) or upon
Vessel's berthing at Discharging Port(s) whichever occurs first. In
case of multiple berths discharge, Laytime shall count as specified in
sub-clause 9.7 above.

9.9.

Laytime shall cease upon disconnection of cargo hoses except that if
18


the Vessel is delayed after disconnection of cargo hoses for BUYER’s
purposes in excess of two hours, Laytime shall continue to run and
demurrage, if incurred, shall continue to be payable from
disconnection of cargo hoses until the termination of delay.
9.10. If any lightering is undertaken at the request of BUYER the expense
thereof shall be for BUYER’s account and all time expended in
connection with such lightering from Vessel arrival at the lightering
site until the last off-taking vessel(s) departure from the Vessel
(without any deduction therefrom) shall count as discharging time for
the purpose of calculating Laytime and the liability for demurrage
irrespective of weather conditions.
9.11. In the event that the consignee or discharging terminal prohibits
berthing/unberthing or discharging at night, time so lost shall count as
used Laytime. However in the event port authority prohibits
berthing/unberthing or discharging at night, time so lost shall not
count as used Laytime.

10.

9.12. Should the Vessel be required by receiver(s) to wait for berthing or
drift on the way to Discharging Port, SELLER shall advise
Owner/Shipmaster to comply with such request and BUYER shall
pay for total used Laytime (drifting/waiting/discharging).
LOADING CONDITIONS
10.1. Berthing and Loading priority of each vessel coming to lift the crude

oil shall be in accordance with its Loading Date Range. The Vessel
shall be loaded from the FSO in tandem or by the side by side transfer
(STS) as SELLER or Terminal Operator may direct.
10.2. BUYER shall ensure that the Vessel accepts and loads the Crude Oil
and discharges ballast in accordance with the Terminal Regulations.
Loading shall not commence until Terminal Operator is satisfied with
the mooring, hose connections and any other preparations made for
loading. SELLER or Terminal Operator shall have the right to require
BUYER to shift the Vessel at the Terminal from one safe berth to
another or to anchorage with extra tug boat and port charges and
expenses incurred as a result of shifting of Vessel shall be on
Terminal Operator’s account.
10.3. BUYER shall accept, observe, perform and comply with or cause the
owners, master, operators, charterers (demise or otherwise), agents,
employees (including master and crew) and contractors of the Vessel
to accept, observe, perform and comply with Vietnamese Laws, all
other applicable requirements of the Terminal and relevant
authorities. Furthermore, BUYER warrants its authority and the
authorities of the persons referred to in this Clause to accept, observe,
perform and comply with the Terminal Regulations.
19


10.4. Should SELLER’s supply ability of the Crude Oil be lost or curtailed
due to Vessel tendering Notice Of Readiness after the last day of the
Loading Date Range or BUYER’s withdrawal of the Vessel already
scheduled and accepted, then SELLER shall be indemnified by
BUYER for all costs, losses, damages and/or expenses (including
those to be paid by SELLER to the Loading Terminal) resulting
therefrom incurred by SELLER and SELLER shall be under no

obligation to supply the quantity of the Crude Oil so lost or so
curtailed.
10.5. If in the course of entering berth or mooring or loading or unmooring
or leaving berth, the Vessel or her crew damage any facility of the
Terminals, sea or shore installation or equipment due to negligence or
any other reason, BUYER shall be responsible for all claims,
damages, costs and expenses arising therefrom.
10.6. BUYER’s Vessel shall vacate her loading berth immediately without
unreasonable delay after completion of loading. In the event of
failure to do so, any losses, damages, costs and expenses suffered by
SELLER or Terminal Operator resulting from such failure, including
but not limited to any demurrage incurred due to delay in berthing of
other vessels awaiting loading, shall be paid by BUYER to SELLER.
10.7. If BUYER is unable for any reason whatsoever other than Force
Majeure event as per Clause 18 to lift the full cargo (i.e. less than
minimum quantity with minus 5% tolerance of the cargo quantity
agreed by both Parties in accordance with Clause 7 herein above),
SELLER shall in addition to the Shipment Value be entitled to an
amount equal to five percent (5%) of the value of such unlifted Crude
Oil. BUYER shall make payment in respect thereof against
SELLER’s written documents certifying the quantity of Crude Oil not
so lifted, together with SELLER’s invoice setting forth the amount
due as determined in accordance with this Clause.

11.

10.8. BUYER shall indemnify SELLER against any and all obligations,
liabilities, losses, damages, costs or expenses suffered, sustained or
incurred directly or indirectly as a consequence of rejection of the
Vessel, discontinuance of loading operations by Terminal Operator as

a result of non-compliance with Terminal Regulations.
CFR DISCHARGING CONDITIONS
11.1. BUYER shall accept the discharge of Crude Oil at a berth which
BUYER shall procure or cause to be provided free of charge and
which the nominated Vessel accepted by BUYER can safely reach and
leave and at which such Vessel can lie and discharge, always safely
afloat. All charges at Discharging Port(s) (including the expenses, if

20


any, of shifting berth at Discharging Port(s), unless such shift shall be
for Vessel's purposes) shall be borne and paid by BUYER.
11.2. BUYER shall arrange for each Vessel to be discharged as
expeditiously as possible. BUYER shall, at all material times and at
their own expenses, provide and maintain or cause to be provided and
maintained in good working order all necessary discharging hoses,
connections, pipelines, tankage facilities and other accommodation for
the safe and speedy discharge of the Vessel.
11.3. BUYER shall have the option to exercise a ship-to-ship transfer
operation for discharge of a whole cargo at sea at a safe location other
than the customary anchorage for the Discharging Port(s), in which
event, BUYER shall notify SELLER well in advance and provide
equipment necessary for the safe operation, including but not limited
to fenders, transfer hoses, support tug(s) and mooring master and
subject to Master's satisfaction of the BUYER’s transfer operation
procedures which shall always be in accordance with the latest edition
of OCIMF ship-to-ship transfer guide (Petroleum).
BUYER agrees to reimburse SELLER for any incremental insurance
premium, as required by the Owner's underwriter for the ship-to-ship

transfer operation.
11.4. SELLER warrants that the vessel is out-fitted and capable of safely
carrying out all procedures as set out in the latest revised edition of
the OCS/OCIMF ship-to-ship transfer guide (Petroleum) in so far the
Vessel's physical conditions are concerned, excluding fender, transfer
hoses, support tug(s), mooring master etc. required for ship-to-ship
transfer operation which to be supplied by and paid for by BUYER.
BUYER undertakes, if so required by SELLER, to provide Certificate
of Discharge signed by an appropriate authority.
11.5. SELLER warrants that the Vessel is capable of discharging her entire
cargo within 24 hours or maintains 100 PSI at Vessel's rail provided
shore facilities permit. Should the discharging terminal require Vessel
to maintain lower pumping rate, the terminal will provide written
request to the Master stating the requested pumping rate. If Vessel
fails to maintain this discharging rate, BUYER shall not be
responsible for any extended Laytime or demurrage caused by such
failure (except the delay is due to limit of receiving terminal
capabilities).
11.6. If Crude Oil washing is performed as a result of a requirement by
BUYER or any competent authority, the pumping hours warranted
above shall be increased by maximum 12 hours or pro-rata on the
21


basis of number of tanks washed to the total number of cargo tanks.
The additional pumping time shall count against Laytime or, if the
Vessel is on demurrage, for demurrage.
11.7. Heating: Shipmaster shall maintain the loaded temperature during the
laden passage from loading port to discharging port(s) and during
discharge(s). Should BUYER request a higher temperature but not

exceeding 135oF, BUYER shall inform SELLER before loading of the
cargo. In such case any extra expenses arising from this additional
heating requirement shall be borne by BUYER.
11.8. Discharging Port: One safe berth in each one or more safe
Japanese/Singaporean/Australian or other safe port(s).

12.

11.9. Safe berthing - shifting: the Vessel shall load and discharge at any safe
place or wharf, or along side vessels or lighters reachable on her
arrival, which shall be designated and procured by BUYER, provided
the Vessel can proceed thereto, lie at, and depart therefrom always
safely afloat, any lighterage being at expense, risk and peril of the
BUYER. BUYER have the right of shifting the Vessel at port(s) of
discharge from one safe berth to another on payment of all towage and
pilotage for shifting to another berth, charges for running lines on
arrival at and leaving that berth, additional agency charges and
expense, customs overtime and fees, and any other extra port charges
or port expenses incurred by reason of using more than one berth. The
places in grouping/combination of port(s) and/or terminal(s) in
WORLDSCALE are considered as berths within a single port. Time
consumed on account of shifting shall be counted as used Laytime.
CARGO RELEASE ORDER IN CFR DELIVERY
In the event of original Bill(s) of Lading is not made available prior to the
Vessel’s arrival at Discharging Port(s), the Consignee or Cargo Receivers
(whichever applicable) shall provide telex Letter of Indemnity (as per Ship's
Owners' Protection & Indemnity Club's format) not later than two (2) days
prior to the Vessel's arrival at customary anchorage at the first Discharging
Port (excluding the Saturday, Sunday and Holidays), against which the cargo
will be released. Any delay of discharge due to late issuing of the proper

Letter of Indemnity or non-issuing the same and/or its subsequence thereof
shall be borne by BUYER.
BUYER guarantees that Shipowner and SELLER will not bear any losses,
damages and expenses incurred while fulfilling instructions given to the
Master of the tanker by BUYER or their clients or by SELLER (at the
BUYER’s request) in respect of cargoes released without presentation by
Receiver of the original Bill of Lading on condition that Shipowner fulfilled
all instructions with due care and respect.

13.

TAXES, DUTIES AND IMPOSTS
22


13.1. All taxes, duties or other imposts, whether retroactive or not, levied
on the Crude Oil and arising in the country or countries in which
Crude Oil is discharged shall be borne by BUYER, and BUYER shall
reimburse SELLER the full amount of any such taxes, duties or
imposts which SELLER are obliged to pay.
13.2. All charges, cost and expenses, lighterage, wharfage, customs
overtime at discharging port(s), if any, shall be borne by BUYER.
SELLER is to submit the invoice covering total amounts together with
supporting document(s) in due course and payment will be made by
BUYER within ten (10) days thereafter.
14.

15.

TITLE AND RISK

Title to the Crude Oil and all risk shall pass from SELLER to BUYER when
the Crude Oil passes the Delivery Point. However, any loss or damage to the
Crude Oil during loading, if caused by the fault or privity of the Vessel, shall
be for the account of BUYER who shall bear all prejudicial consequences
thereof.
CARGO INSURANCE
BUYER shall be responsible for adequate and timely arrangement of
insurance coverage on the cargo.

16.

OTHER CONDITIONS FOR CFR DELIVERIES
16.1. WORLDSCALE clause: Unless otherwise agreed by both parties
herein and in related Part I of the Contract hereto, WORLDSCALE
terms and conditions shall be applied to this Contract.
16.2. York/Antwerp clause: York Antwerp Rules 1994 and its amendments
shall be applied to this Contract.
16.3. War risk clause: If BUYER orders Vessel to deliver the cargo to the
port(s) and/or place(s) at which and/or on the way to those
port(s)/place(s) the war risk premiums are in addition to hull and
machinery and crew war bonus over and above those in effect on the
date of this Contract and the actual Charter Party, such increases will
be for BUYER’s account.
16.4. Quarantine: Should BUYER send Vessel to any port or place where
quarantine exists, any delay thereby caused to Vessel shall count as
used Laytime. Should the quarantine not be declared until Vessel is on
passage to such port, the result of which Vessel incurs demurrage,
such demurrage shall be one half of demurrage rate specified in
Clause 6 herein above.
16.5. All other terms and conditions not stipulated above shall be as per

Part I of the Contract and as per actual Charter Party.

17.

APPLICABLE LAW AND ARBITRATION
17.1. All disputes or differences which may arise out of this Contract or in
23


connection with it will be settled by and without recourse to the
Vietnam International Arbitration Centre (VIAC) in Hanoi, Vietnam,
in conformity with the Rules and procedures thereof.
The award given thereof shall be final, conclusive and binding upon
both Parties.
17.2. Both Parties agree that Vietnamese Law shall be applied to all
disputes and differences.
17.3. Notwithstanding the fact that any matter in dispute between the
Parties is to be submitted, or has already been submitted, to
arbitration, the Parties shall continue to observe and perform their
respective obligations and duties hereunder as if no such dispute had
arisen.
18.

FORCE MAJEURE
18.1. For the purposes of this Contract, Force Majeure means a delay in
performance, or any non-performance, by a Party of its obligations
under this Contract caused by circumstances beyond the reasonable
control of such Party, whether or not similar to those enumerated
below, including (insofar as beyond such control, but without
prejudice to the generality of the foregoing expression):

(a)
any event which occurs independently of human control,
earthquakes or seabed subsidence, fire, explosion, adverse
weather conditions, lightning, storm, typhoons, tidal wave,
piracy, and other perils of navigation or perils of the sea
(including collision, stranding, latent defects, fire, and
attempting to save life);
(b)
acts of war or other public enemy (whether declared or
undeclared), blockades, hostilities or conditions arising
therefrom or attributable thereto, malicious or accidental
damage, epidemics, insurrections, riots or other civil
disturbances;
(c)
(d)

strike, lock-out or labour dispute or disturbances;
temporary or permanent interruption to production, processing,
storage or transportation or supply of Crude Oil intended to be
delivered as Crude Oil to BUYER under the Contract.

but excluding shortage of funds and payment of monies, whether in
cash or in kind, due hereunder.
18.2. If as a result of an event of Force Majeure, any Party is rendered
unable, wholly or in part, to carry out its obligations under this
Contract, other than the obligation to make payment of money
hereunder, then the obligations of such Party, so far as and to the
extent that the obligations are affected by such event of Force
24

Majeure, shall be suspended during the continuance of any inability
so caused and any period for restoration of any damage, if any, but for
no longer period. The Party claiming Force Majeure shall notify the
other Party of the Force Majeure situation promptly after the
occurrence of the facts relied on and shall keep the other Party
informed of all significant developments. Such notice shall give
reasonably full particulars of the Force Majeure and, if capable of
remedy, also an estimate of the period of time which said Party will
require to remedy the Force Majeure. The affected Party shall use all
reasonable diligence to remove or overcome the Force Majeure
situation as quickly as possible.
If the Force Majeure events occur, any delivery or deliveries which
are to be performed under the Contract within Force Majeure period
may be cancelled on the declaration of either Party. If these
circumstances last for more than forty (40) days, each Party shall have
the right to discontinue any further fulfilment of its obligations under
the present Contract.
In such cases neither Party shall have the right to make a claim
against the other Party for compensation for any possible damage.
Certificates issued by the respective Chamber of Commerce of
SELLER’s or BUYER’s country shall be sufficient proof of above
stated Force Majeure circumstances and their duration.
18.3. If by reason of Force Majeure, SELLER’s availability of Crude Oil is
insufficient to supply BUYER with the full quantity of Crude Oil set
out in the Contract, SELLER may withhold, reduce or suspend the
supply of Crude Oil to such an extent and on such a basis as SELLER
reasonably thinks fit.

19.

DEFAULT
If BUYER should at any time:
(a) fails to perform or observe any of the obligations or conditions
on its part to be performed and observed hereunder (other than a
default set out in Clause 19(b) hereof) and in the case of a
breach capable of being remedied without SELLER incurring
any or further loss, damage, obligation or liability, fails to
remedy such breach within such time as SELLER may permit
after written notice from SELLER;
(b) fails to make any of the payments in accordance with Clauses 4,
8 and 11 of this Part or Clause 7 of Part I;
25