General Terms

These terms and conditions (“Terms”) govern all sales and purchases of crude oil and petroleum products (“Products”) made by ORB. By engaging in any transaction, both parties agree to abide by these Terms. Any specific provisions agreed upon in individual transactions will prevail in case of conflict with these Terms. These Terms incorporate all relevant Incoterms 2020 unless otherwise stated.

Definitions

For the purposes of these Terms, the following definitions apply:

• FOB: Free on Board.
• CFR: Cost and Freight.
• CIF: Cost, Insurance, and Freight.
• DAP/EXW: Delivered at Place/Ex Works.
• STS Location: Ship-to-Ship transfer location.
• NOR: Notice of Readiness.
• Laydays: The range of days during which the vessel must tender NOR at the loading or discharge terminal.
• Vessel: A tankship or vessel adapted for the bulk carriage of oil or petroleum products.
• Affiliate: Any entity controlled, directly or indirectly, by a Party.
• API Gravity: A measure of how heavy or light petroleum liquids are compared to water.
• Spot Price: The current market price at which a particular commodity can be bought or sold.
• Platts Pricing: A standard pricing index used for oil and petroleum product transactions.

Applicability and Interpretation

These Terms apply to all contracts entered between ORB and the Buyer unless explicitly amended in writing. In the event of a conflict between these Terms and specific transaction terms, the specific transaction terms shall prevail. These Terms are subject to relevant laws and regulations, including but not limited to the UK Sale of Goods Act and the Oil and Gas Act.

Delivery and Transfer of Risk

• FOB Deliveries: Products are delivered when they pass the vessel’s permanent hose connection at the loading terminal, at which point risk passes to the Buyer.
• CFR and CIF Deliveries: Risk passes upon loading onto the designated vessel, while title transfers upon receipt of payment. The Seller is responsible for insurance under CIF terms until delivery.
• DAP and EXW Deliveries: Delivery occurs when Products are made available at the specified discharge terminal or place. Risk passes to the Buyer upon unloading.

Nomination of Vessels and Acceptance

• FOB Deliveries: The Buyer must nominate their vessel at least five (5) days before the agreed Laydays.
• CFR/CIF Deliveries: The Seller nominates the vessel, providing five (5) days’ notice before the Laydays.
• Both parties must approve substitute vessels. All nominations are subject to terminal and relevant authority approvals.

Laydays, Laytime, and Demurrage

• FOB Deliveries: The Buyer is responsible for demurrage if the vessel is delayed beyond Laydays. Demurrage claims must be submitted within ninety (90) days of completion of loading or discharge.
• Demurrage Payment: The Buyer is responsible for any additional demurrage charges resulting from delays not attributable to the Seller.

Measurement, Sampling, and Quality

• Independent Inspection: Both parties must agree upon an independent inspector to measure and sample Products at the loading terminal.
• Certificates of Quantity and Quality: Certificates issued at the loading terminal are binding for invoicing purposes but do not preclude later claims for quality disputes.

Force Majeure

Neither party will be liable for delays or failure to perform obligations under these Terms due to events beyond their control, including natural disasters, war, strikes, pandemics, or governmental actions. If such events persist for more than thirty (30) days, either party may terminate the agreement by giving written notice.

Payment Terms

• Payment is due within thirty (30) days of invoice receipt unless otherwise specified in the Special Provisions of the contract.
• Provisional Invoices: If final pricing is unavailable at the time of invoice issuance, provisional invoices based on best available pricing are allowed, with adjustments made once final pricing is determined.
• Currency and Exchange Rate Risk: All payments must be made in the agreed currency.

Insurance

• CIF Deliveries: The Seller is responsible for procuring marine insurance covering 110% of the Product value for transit risks.
• FOB Deliveries: The Buyer is responsible for arranging insurance after the Products pass the vessel’s hose connection at the loading terminal.

Sanctions and Compliance

Both parties agree to comply with all applicable sanctions, trade restrictions, and regulations.

Indemnity

Indemnity: The Client agrees to indemnify and hold the Broker harmless from any claims, damages, or losses arising from the performance or non-performance of any Fixture.

Dispute Resolution

• Governing Law: These Terms are governed by and construed in accordance with the laws of the United Kingdom.
• Arbitration: Any disputes arising from or relating to these Terms shall be resolved through arbitration under the ICC Rules.
• Mediation Option: The parties may mutually agree to resolve disputes via mediation prior to arbitration.

Termination

Either party may terminate the contract if the other party fails to perform any of its obligations, becomes insolvent, or engages in fraudulent activities.

Amendments and Modifications

ORB reserves the right to amend these Terms to reflect changing market conditions or legal requirements.

Liability

Neither party shall be liable for any indirect, incidental, consequential, or punitive damages.

Taxes and Duties

• All applicable taxes, including VAT, customs duties, and excise taxes, are the responsibility of the Buyer unless otherwise stated.
• U.S. Domestic Taxes: For deliveries within the U.S., both parties are responsible for their respective federal, state, and local taxes.

Confidentiality

Both parties agree to keep all terms and information related to a Fixture confidential, except where disclosure is required by law or necessary for performance. This obligation extends for five (5) years following the conclusion of the relevant Fixture.

Health, Safety, and Environment (HSE)

Both parties shall comply with all applicable Health, Safety, and Environmental laws and regulations.

Anti-Corruption Compliance

Both parties warrant that they will comply with all applicable anti-corruption laws.