Report CopyRight/DMCA Form For : General Terms Amp Conditions Export
Page 3 of 10 Buyer shall remain responsible for payment in the event that payment is not made under the said financial security for any reason s 5 2 4 The Seller shall not be liable for any direct or indirect costs losses damages or consequences arising from the abovementioned termination or suspension of delivery and any demurrage
GTC October 2015 I LSWR V 500, Arab Gulf Marketscan centred on Bill of Lading B L date plus a premium or minus a discount. Alpha in United States dollars USD per metric ton, 4 2 The applicable quotations shall be those published five 5 days prior to the B L date the quotation as. published on the B L date and the five 5 quotations as published immediately after B L date If the. B L date falls on a non publication day then the applicable quotations shall be the five 5 quotations. published immediately before the B L date and the five 5 quotations as published immediately after. the B L date, 4 3 The final price shall be rounded to two 2 decimal places The arithmetic rules of rounding shall be if. the third decimal place is five 5 or greater than five 5 then the second decimal place shall be. rounded up to the next digit and if the third decimal place is less than five 5 then the second. decimal place shall be unchanged, 5 1 Payment of the full amount of the Seller s invoice shall be made without any discount deduction. withholding abatement set off or counterclaim in USD by wire transfer of immediately available funds. to the bank and account designated by the Seller within 30 days after the B L date B L date shall be. counted as day zero against presentation to the Buyer by facsimile transmission and or electronic. messaging system of the Seller s commercial invoice and either the original B L issued to or. endorsed to the order of the Buyer or the Buyer s bank and other normal original shipping documents. or a Letter of Indemnity LOI in the Seller s format set out in Annexure I In the event that there are. more than one 1 B L date per cargo lot the Buyer shall apply the payment due date for each. individual B L date for payment due date computation. 5 2 At the Seller s option financial security for payment may be required of the Buyer at any time before. payment has been received by Seller or in any event that the Buyer s credit limit as determined by. the Seller has been fully utilized in which case the Seller shall specify one 1 or more of the following. forms of security, a by means of a fully operative irrevocable documentary Letter of Credit L C conforming to the. form in the Annexure II and valid for a period not less than sixty 60 day from the date of issuance. and for an amount acceptable to the Seller issued or confirmed by a first class international bank. with minimum credit rating of A from Standard and Poor s or A3 from Moody s or local bank in. Indonesia acceptable to the Seller and payable in Indonesia or as may otherwise be stipulated by. the Seller If the amount is not otherwise stated by the Seller it shall be the agreed price of the. cargo multiplied by the maximum agreed quantity plus twenty 20 percent of the total and shall. include an automatic fluctuation clause to cover any increase decrease according to the price. clause without further amendment to the credit and or. b such other form or such additional security as the Seller may require which may include payment. in advance, 5 2 1 Unless otherwise specified by the Seller the security shall be received by the Seller no later than. 16 00 hours on the seventh 7th Jakarta business days prior to the first day of the ALD. 5 2 2 It is a condition of the Contract that the Buyer complies with its obligations under this clause including. if required the provision of financial security within the time prescribed by the Seller Any failure either. in whole or in part by the Buyer to comply with any such obligation including without limitation. providing an irrevocable documentary L C which strictly conforms to the terms set out in the Annexure. and or is not in all respects satisfactory to the Seller shall be a breach of condition. 5 2 3 On the occurrence of such a breach and for as long as such breach is continuing the Seller may at. any time by notice to the Buyer forthwith terminate the Contract and or without prejudice to the right. to terminate suspend all or any supplies of the Product and related performance by the Seller The. Page 2 of 10,GTC October 2015 I LSWR V 500, Buyer shall remain responsible for payment in the event that payment is not made under the said. financial security for any reason s, 5 2 4 The Seller shall not be liable for any direct or indirect costs losses damages or consequences arising. from the abovementioned termination or suspension of delivery and any demurrage resulting from. delays in the loading of the Buyer s vessel s Termination hereunder shall be without prejudice to any. right of action or claim accrued on or before the date of termination or in connection thereto. 5 3 If payment date falls due on Saturday or non Monday banking holiday in New York or at such other. place as maybe designated by the Seller for payment other than USD then payment shall be made. on the immediate preceding New York banking day before due date If payment falls due on Sunday. or Monday bank holiday in New York or at such other place as maybe designated by the Seller for. payment other than USD then payment shall be made on the immediate following New York banking. day after due date, 5 4 All charges incurred at the Buyer s bank shall be for the Buyer s account All bank charges if any. incurred at the Seller s bank shall be for the Seller s account. 5 5 Without prejudice to any of the Seller s other remedies under this Contract or otherwise if the Seller. fails to receive payment in full into its nominated bank account when such payment obligation is due. the Buyer shall pay interest on any all outstanding balances Such interest shall accrue and become. due on a daily basis from the day after the payment date until the date payment is received in full into. the Seller s nominated bank account at a rate per annum plus two percentage point 2 above the. Intercontinental Exchange Group Inc London Interbank Offered Rate LIBOR or any successor. thereto as quoted by the Seller s bank at the Seller s option Such interest shall be payable to the. Seller on demand therefor being made by the Seller notwithstanding the termination of the. Agreement for any cause whatsoever The amount of interest payable to the Seller shall be. engrossed for withholding tax if any such that the net amount received by the Seller after the. deduction of any such withholding tax shall be equal to the full amount of interest due The foregoing. shall not be construed by the Buyer as an indication of the Seller s willingness to provide extended. credit as a matter of course and shall be without prejudice to any rights and remedies which the. Seller may have under the Agreement or otherwise Any expenses incurred by the Seller including. but not limited to reasonable legal fees court costs and collecting agency fees caused by delayed or. nonpayment by the Buyer of the amount s due shall be for the account of the Buyer and payable. upon demand, 6 Performing Vessel Nomination and Terminal Restriction. 6 1 All vessels to be used shall meet internationally accepted standards and shall be maintained in. registers as agreed among the parties The vessels shall be operated in accordance with the. recommendations contained in the latest edition of the International Safety Port and Security ISPS. Code the ICS Oil Company International Maritime Forum OCIMF and International Safety Guide for. Oil Tankers and Terminals ISGOTT as amended from time to time. 6 2 The Buyer shall declare performing vessel in writing at least seven 7 Jakarta business days prior to. the first day of ALD giving full particulars of vessel including last three 3 cargoes discharge port s. the Estimated Time of Arrival ETA of the vessel at load port and the applicable demurrage rate. Any vessels chartered shall have a minimum coverage under the P I Club insurance for oil pollution. 6 3 The Buyer shall be entitled to substitute the vessel with another similar sized vessel provided the. Buyer gives a written notice thereof to the Seller not less than three 3 days before the latest. accepted schedule date of arrival at the loading port of the originally nominated vessel stating with. respect to the substituted vessel its name position size scheduled date of arrival quantity of. Product to be loaded thereto and full instructions corresponding to those referred to in the preceding. section The schedule date of arrival of the substitute vessel and the quantity of Product to be loaded. thereto shall not without prior consent of the Seller differ from the latest accepted schedule date and. quantity for the vessel originally nominated such consent not be unreasonably withheld. Page 3 of 10,GTC October 2015 I LSWR V 500, 6 4 The Buyer s performing vessel shall always be subject to the respective loading port requirement. procedures and regulations and or acceptance from the Seller Notwithstanding any prior. acceptance of a vessel the Seller shall have the right to reject the vessel in question on any. reasonable ground The Seller shall not be liable for any loss or damage directly or indirectly which. the Buyer may suffer as a result of the Seller exercising such right. 6 5 Full document instruction regarding vessel the make up and disposition of B L and other documents. and order for port s of discharge are to be sent to the Seller at least seven 7 Jakarta business days. prior to first day of the ALD Any change of documentation such as on B L make up and or quantity. shall be sent to the Seller at least five 5 Jakarta business days prior to the first day of the ALD. 6 6 Time shall be the essence in this respect and the Seller shall be absolved of all responsibilities. including but not limited to the Seller s delayed acceptance of the Buyer s performing vessel and or. any direct or indirect consequences to any delay in loading acceptance of mutually agreed. Independent Inspector Inspector and consequently any demurrage incurred that may result from. the Seller s late receipt or non receipt of the Buyer s declaration of performing vessel and or full. document instruction for any reasons whatsoever within the stipulated time. 6 7 The Buyer shall arrange Master of the performing vessel to report to the Seller or the Seller s. representative at the loading port daily for at least 168 120 72 48 24 12 and 6 hours notice of ETA. before vessel actual arrival and otherwise in accordance with the standard reporting procedure. applicable from time to time at the loading port Further notice for any changes to ETA in access of. one 1 hour shall be reported immediately to the Seller Such ETA notices shall be based on. reasonable belief Time shall be the essence in this respect and the Seller is absolved of all. responsibilities including but not limited to any delay in loading and consequently any demurrage. incurred that may result from the Seller s late receipt or non receipt of the Buyer s ETA notices at. intervals specified above for any reasons whatsoever within the time stipulated. 6 8 The Buyer s vessel shall promptly vacate the berth upon completion of the loading In the event that. the vessel fails to vacate the berth promptly any demurrage loss or damage incurred by the Seller. including but not limited to the resulting delay in the docking of other vessels awaiting their turns to. load shall be borne by the Buyer, 6 9 Loading shall be performed with port restriction as append Loading terminal can only accommodate. the vessel up to 46 000 DWT subject to DWT revisions which shall not be unreasonably withheld. Other vessel particulars shall be as per loading port regulations. DWT Maximum 35 000 metric ton MT,LOA Maximum 185 metres. Draft Maximum 10 metres loaded,7 Determination of Quantity and Quality. 7 1 The quantity and quality of Product delivered hereunder shall be determined by the Loading. Terminal s own qualified inspector s in accordance with the accepted practice at Loading Terminal. Otherwise an Independent Inspector Inspector shall be mutually agreed and appointed jointly. 7 2 All charges of the Inspector shall be shared equally between the Parties however any charges of the. Inspector for performing duties not specified in the Contract shall be for the account of the party so. instructing the Inspector The Inspector s determinations of the quantity and quality of shore tank. composite sample at loading port shall be final conclusive and binding upon the Parties. 7 3 In the event of quantity discrepancy the ship tank loaded volume minus B L quantity at the loading. port the Seller shall be liable for losses to the extent that such losses or shortage exceeds a half of. one percent 0 5 The Buyer shall claim the Seller fifty percent 50 the difference between the. actual losses volume ship tank loaded volume minus B L quantity and the maximum tolerable losses. volume Such loss or shortage shall be calculated on the basis of the B L quantity and ship tank. actual received quantity as measured by the Inspector. 7 4 The Seller shall not be liable for any claim regarding the quantity and quality of the Product unless. such claim is presented to the Seller in writing not more than thirty 30 days from the date of loading. date of loading shall be day zero stating in reasonable detail the specific basis of the claim and. Page 4 of 10,GTC October 2015 I LSWR V 500, submitting the respective and satisfactory supporting documents as evidence including but not limited. to copy of the B L Certificate of Quality and Quantity Dry Certificate Ullage Report Surveyor report. and Letter of Protest if any Any claim for the quantity and quality discrepancies shall be passed on. but shall only be settled to the extent that the Seller is able to recover such shortage or defect from. the Seller s Supplier, 7 5 Due to Indonesian Government regulation Seller has the right to appoint another Inspector besides. the mutual agreed Inspector appointed jointly at the Loading Terminal with cost to be borne by. Indonesian Government, 8 1 The vessel shall tender Notice of Readiness NOR within the ALD at the load port customary. anchorage or other waiting area but always in accordance with the Terminal s restrictions if any. Subject to the respective terminal regulations the laytime allowed for each loading of the Product. shall be forty two 42 hours, 8 2 The laytime shall be weather permitting berthing loading the time used for Free Practique and time. used for shifting to berth due to port restriction or shifting after dark shall not be counted as laytime. Deduction of shifting shall commence when Pilot on Board or Anchor aweigh whichever is earlier to. when vessel berth The laytime shall cease upon disconnection of hoses for all cases. 8 3 If valid NOR when Free Pratique is granted is tendered prior to the first day of ALD the laytime shall. commence at 0600 hours on the first day of ALD or when the vessel commences loading whichever. is earlier, 8 4 If valid NOR when Free Pratique is granted is tendered within ALD the laytime shall commence 6. hours after valid NOR accepted or when the vessel commences loading whichever is earlier. 8 5 If valid NOR when Free Pratique is granted is tendered after ALD the Seller shall not be obligated to. load the vessel In the event that the Seller at its discretion decides to load the vessel the laytime. shall commence when vessel commences loading,9 Demurrage. 9 1 Demurrage shall be in accordance with the actual Charterparty rate and in the event that. Charterparty rate is not applicable with the appropriate voyage rate for the applicable tank ship to be. agreed by the Buyer, 9 2 Demurrage claim if any shall be sent to the Seller within forty five 45 calendar days after. completion of loading The Buyer shall sent the demurrage claim via email to. pertaminacontract claims pertamina com and in hard copy by courier to the Seller s address at. 2nd Floor Main Building Pertamina Office,Jalan Medan Merdeka Timur 1A. Jakarta Pusat 10110, for the attention Commercial Performance Risk Management Manager with subject to read. Demurrage Claim Product Vessel BL Date Agreed Date Range Any Demurrage claim. presented to an address different from the above shall not be considered as received by the Seller. 9 3 A fully documented claim must include at least a copy of valid NOR copy of B L Statement of Fact. SOF and Tanker Time Sheet from Inspector including pumping logs Letter or Notes of Protest if. made signed by or on behalf of Master of the performing vessel and terminal representative s. loading agreement laytime calculation signed or working copy of the performing Charter Party CP. and any other relevant records the Seller considers relevant to the laytime demurrage computation If. the Seller fails to receive such fully documented claim within the aforesaid limits then any claim for. demurrage shall strictly be waived and absolutely barred. 10 Failure of Lifting, 10 1 In the event of any delay in lifting the cargo es beyond the ALD for any reasons whatsoever except. for Force Majeure without prejudice the Buyer shall pay the Seller a delayed lifting charge based on. 100 percent 100 for term delivery or 200 percent 200 for spot delivery of Charter Party. Page 5 of 10,GTC October 2015 I LSWR V 500, CP rate or London Tanker Broker Panel LTBP multiplied by the total demurrage Demurrage. calculation for such delayed lifting charge shall commence at 00 01 hours on the next day from the. last day of ALD i e ALD 1st to 2nd delayed lifting charge shall commence from the 3rd up to when. valid NOR when Free Pratique is granted is tendered. 10 2 NOR tender shall be valid only when the vessel is a geographically ready i e arrival in anchorage. area and anchored at loading port b legally ready i e all port authority requirement for the vessel. and cargo have been fulfilled e g clearance and free pratique granted and c physically ready i e. substantially equipped and prepared for loading of cargo. 10 3 The Buyer shall provide the Seller with the performing CP or fixture recap to compute the delayed. lifting charge within seven 7 calendar days upon receipt of such delayed lifting notice from the. Seller Time shall be of the essence otherwise the Seller shall use the demurrage rate quoted by. London Tanker Broker Panel LTBP rate and all associated costs incurred shall be entirely on the. Buyer s account should the Buyer fails to provide the CP or fixture recap for any reasons whatsoever. within the stipulated timeframe, 10 4 The Seller shall submit such failure of lifting claim if any on a best endeavour basis and the Buyer. shall pay the full amount without any discount deduction withholding abatement set off or. counterclaim in USD by wire transfer of immediately available funds to the bank and account. designated by the Seller within fourteen 14 days from the date of invoice to count as day zero. against the presentation of the Seller s invoice or supporting documentation In the event of non. settlement within fourteen 14 days the Buyer shall pay interest on the overdue payment at the. maximum interest rate which the Seller may be lawfully charged. 11 Title and Risk, 11 1 All property in or title to risk of loss contamination or damage to the Product delivered hereunder. shall pass from the Seller to the Buyer as the Product passes the shore tank flange connection. between the loading arm and the vessel s permanent hose connection at load port. 11 2 Without prejudice if payment is to be secured by L C and or such other form or such additional. security as the Seller may require which may include payment in advance at the Seller s option. property in or title to the cargo shall pass from the Seller to the Buyer at the time the Product passes. the shore tank flange connection between the loading arm and the vessel s permanent hose. connection at load port or upon receipt of a fully operative irrevocable documentary L C acceptable to. the Seller whichever is later,12 Applicable Law and Settlement of Dispute. 12 1 This Contract shall be governed by and construed in accordance with the laws of the Republic of. 12 2 Any dispute or claim arising out of or in connection with this Contract shall to the extent possible be. settled amicably by negotiation and discussion between the Parties. 12 3 In the event the Parties cannot settle the dispute above within thirty 30 days since negotiation and. discussion began both Parties agree to settle such dispute by arbitration through Badan Arbitrase. Nasional Indonesia BANI in Indonesia and in accordance with the arbitration rules and regulation. of BANI or otherwise agreed by both parties The award of such arbitration shall be final and binding. upon the Parties hereto,13 Construction, 13 1 No waiver by either party of any breach of any of the covenants or conditions herein contained to be. performed by the other party shall be construed as a waiver of any succeeding breach of the same or. any other covenant or condition, 13 2 This instrument contains the entire Contract of the Parties with respect to the subject matter hereof. and there are no other promises representations or warranties affecting it. Page 6 of 10,GTC October 2015 I LSWR V 500, 13 3 Neither party shall be liable to the other for any special indirect or consequential damages arising out. of the performance of this Contract including loss of profits or overhead whether based upon breach. of contract or negligence, 13 4 Nothing in this Contract shall be considered or construed as conferring any right or benefit on a. person not a party to this Contract and the Parties do not intend that any term of this Contract should. be enforceable by virtue of the contracts,14 Sales Order. 14 1 The Seller shall executing a Sales Order based on a cargo offer from Seller The terms and conditions. set out in the Sales Order shall be always in accordance with the Agreement unless mutually agreed. otherwise by both Parties, 14 2 Each Sales Order shall supplement and be read and construed together with the Agreement and all. relevant applicable annexes and together shall constitute a single integrated Agreement between the. 15 Other Terms and Conditions, 15 1 The responsibility for securing insurance shall rest wholly with the Buyer. 15 2 For custom clearance purpose the destination port of the cargo shall be as per the table as append. Without prejudice the Seller reserves all rights to amend and or update such destination port of the. cargo table from time to time which shall not be unreasonably withheld based on the Seller s export. permit from the Indonesia government,Australia Japan Phillipine Taiwan USA. China South Korea Rusia Thailand Vietnam,India Malaysia Singapore United Kingdom. 15 3 The United Nations Convention on Contracts for International Sale of Goods 1980 shall not apply to. this Contract, 15 4 In the event of any claims from the Buyer that arise under the Contract other than the Buyer s claim. regarding the quantity and quality and or any demurrage claim if incurred and relevant the Buyer. shall notify the Seller of its claim in writing and submit all such mutually agreed claims including. supporting documentations and or any other relevant records which have a bearing on the. computation of the claim as requested by the Seller within forty five 45 days after completion of. loading failing which such claims shall be deemed waived and absolutely barred. 15 5 All other terms and conditions not stated in this General Terms Conditions GTC shall be in. accordance with Pertamina s General Terms Conditions for FOB latest edition and Incoterms for. FOB basis latest edition, 15 6 In case of any discrepancy or conflict among the terms and conditions in Sales Order the terms and. conditions in this GTC the terms and conditions in the Agreement the term and conditions in. Pertamina s General Terms Condition for FOB latest edition and the terms and conditions in. Incoterms for FOB Basis latest edition then the terms and conditions in the Agreement shall prevail. The Buyer shall be deemed to have agreed with the General Terms and Conditions detailed herein when. the Buyer offers for this export,Page 7 of 10,GTC October 2015 I LSWR V 500. Annexure I,Letter of Indemnity,To Issuing Bank,For the account of. We have been unable to provide you with the original shipping documents including 3 3 original Bills of. Lading covering the Sale to you of barrels of Product name on vessel and date. In consideration of our expressed warranty indemnification and agreement set forth below you have. agreed to release payment forthwith for the shipment title to which is evidenced by the original shipping. documents including Bills of Lading as stated in the Letter of Credit without such documents presently in. In consideration of you releasing payment of USD we hereby expressly warrant title to. and that we have had or will have the full right and authority to transfer such title and to effect delivery of. this cargo to you, We further agree to exercise our utmost effort to locate and surrender to you as soon as possible the. original shipping documents including Bills of Lading as stated in the Letter of Credit and to protect. indemnify and hold you harmless from and against any and all damages costs counsel fees and any. other expenses which you may suffer by reason of the original shipping documents including Bills of. Lading remaining outstanding including but not limited to any claims or demands which may be made by. the carrier consignor consignee or any holder or transferee of the original shipping documents including. Bills of Lading or by any third party claiming an interest or lien in the cargo or proceeds. This Letter of Indemnity shall become null and void upon presentation to you of the original documents. including 3 3 original Bills of Lading as stated in the Letter of Credit no dated. This Letter of Indemnity shall be governed by and construed in accordance with laws of the Republic of. Indonesia without reference to any conflict of law rules. For and on behalf of,PT Pertamina Persero,Authorised Signature s. Reimbursement Instructions,1 Documents to be despatched to issuing bank. 2 Upon receipt of original documents or authenticated swift certifying documents presented are in strict. conformity with the terms and conditions of this L C we undertake to cover the presenting negotiating. bank at maturity in accordance with their instructions provided such documents are received by us latest. one 1 Jakarta working day prior to due date otherwise payment will be effected on one 1 Jakarta New. York working day after such receipt, 3 Unless otherwise stated this credit is subject to UCP for documentary credits 2007 revision ICC. Publication No 600,Page 8 of 10,GTC October 2015 I LSWR V 500. Annexure II,Irrevocable Letter of Credit, We hereby issue our irrevocable Letter of Credit no. Advising through state Name of Bank, Applicant state Name of Company Registered Address the Buyer. Beneficiary Pertamina,Amount United States Dollars. Date and Place of expiry state date month and year in Jakarta. Available at any bank in Jakarta by negotiation at 30 days after Bill of Lading date B L date to count as. day zero according to agreed payment tenor as indicated in Contract without draft against presentation. of following documents in one original plus three 3 copies unless otherwise stipulated. A Signed commercial invoice showing quantity in barrels. B Full set 3 3 original and 3 non negotiable copies of clean on board ocean Bill of Lading showing. Consignee Made out or endorsed to the order of or,s bank at Beneficiary s option. Freight Payable as per Charter Party,C Certificate of Quantity. D Certificate of Quality,E Certificate of Origin,Evidencing shipment of. barrels plus or minus percent of state Product,Trade term Loading port XXX. Discharging port XXX,Latest date of shipment XXX,Partial shipment Allowed not allowed at. beneficiary s option,Transhipment Allowed not allowed at. beneficiary s option, Price clause as per Contract and subject to government regulation on L C price. Additional conditions, 1 Bank charges and commissions incurred by applicant at applicant s bank shall be for applicant s. account and bank charges and commissions incurred by beneficiary s bank are for beneficiary s account. 2 Charter Party or Tanker Bill of Lading is acceptable. 3 Third party documents except Commercial Invoice and Letter of Indemnity acceptable. 4 Documents presented later than 21 days after Bill of Lading date but within credit validity acceptable. Page 9 of 10,GTC October 2015 I LSWR V 500, 5 If payment due date falls on a Saturday or a non Monday bank holiday in New York USA payment. shall be effected on the preceding New York business day If payment due date falls on a Sunday or a. Monday bank holiday in New York USA payment shall be effected on the following New York business. 6 Typographical and spelling errors if any are not to be considered as discrepancies amendments. may be requested if ambiguities arise out of this typographical and or spelling errors This excludes value. and or volume,7 Invoice not showing price clause is acceptable. 8 Photocopies of documents instead of copies acceptable. 9 The amount of this Letter of Credit shall automatically fluctuate to cover any increase decrease. according to the price clause without further amendment to this credit. 10 In the event that there are more than one 1 B L date per cargo lot payment due date computation. shall be based on each individual B L date, 11 In case where original shipping documents item B E are not available upon presentation of. documents then payment is to be made against, I Beneficiary s signed invoice as required under documents required item A. II Letter of Indemnity duly signed by beneficiary s authorised officer per Annexure I of Contract.