EPIMON GENERAL TERMS AND CONDITIONS (version 2022)
These General Terms and Conditions (“GTCs”) govern sales and shipments of Epimon to its customers. Unless otherwise is explicitly set forth in a proforma invoice, separate agreement, contract, deal, transaction, or any other binding document related thereto (hereinafter the “Contract”), these GTCs shall form part of the Contract and shall be binding for the seller and the buyer (jointly to be referred to as the “Parties” and individually as a “Party”).
1. PRODUCT QUALITY
The product shall be of the quantity, quality, description and specification expressly set out in the Contract. There are no representations, guarantees or warranties, express or implied of merchantability, fitness or suitability of the product which extend beyond the description of the product appearing in the Contract. If any of the guaranteed quality specifications are found to be off contractual limits but within the repeatability/reproducibility limits same to be accepted by the buyer.
2. DELIVERY
Acceptance of the delivery and taking the product is of the essence of any contract, agreement or transaction between the Parties.
3. QUALITY AND QUANTITY DETERMINATION
Quality determination: the quality of the product shall be determined on the basis of certificate of analysis issued by manufacturer shall be final and binding for both parties, save for fraud, omission or manifest error. Quantity determination: the quantity of the product shall be determined as per bill of lading quantity and shall be final and binding for both parties, save for fraud or manifest error. Inspection costs at the discharge point/port shall be 100% for the buyer`s account.
4. TITLE AND RISKS
Product’s risks of loss and damage shall pass to the buyer upon the product delivery in accordance with the applicable delivery basis. Title to the product shall pass to the buyer upon receipt by the seller of the full product’s purchase price from the buyer.
5. DETENTION AND DEMURRAGE
Detention and demurrage period at discharge port shall be in accordance with standard period established by shipping line. The buyer shall be responsible for any delay occurred due to actions or omissions of the buyer and shall reimburse the shipping line for any costs arising therefrom in accordance with standard rates of the shipping line.
6. APPLICABLE LAW AND JURISDICTION
The relationship of the Parties concerning this Contract shall be governed by and construed in accordance with the substantive law of England and Wales. Any dispute, controversy or claim arising out of, relating to or in connection with this Contract, including any question regarding its existence, validity, performance, or termination, or regarding a breach thereof, arising on the part of or against any Party hereto, shall be referred to, and finally settled by, international arbitration under and in accordance with the Arbitration Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed incorporated by reference into this paragraph. The Parties agree that the arbitration award (decision) shall be considered as final and undisputable for the purposes of the present Contract. The place of arbitration shall be London, England. The arbitration shall be conducted in the English language by thee (3) arbitrators, whereby 2 of them shall be appointed by each Party, and these 2 arbitrators shall select the third one (independent). If either Party fails to appoint its candidate within 15 days, then such arbitrator shall be appointed by LCIA.
7. INSURANCE FOR CIF DELIVERIES
(i) The seller may (at its discretion) procure and pay for the insurance of the product against marine risks to the full value of the shipment hereunder plus ten percent (10%). Such insurance, which shall operate from the time risk passes to the buyer at the loading terminal until the product passes the vessel’s permanent hose connection at the discharge port, shall be in accordance with the provisions of a marine cargo insurance policy subject to bulk oil clauses sp 13c, or, at the seller's option, institute cargo clauses (a), and the benefit thereof shall accrue to the buyer upon the passing of risk in the shipment as provided for in the Сontract. (ii) the seller does not undertake to procure insurance against war, strikes, riots and civil commotions risks in respect of the delivery of the product.
8. LIABILITY
(i) The seller in no event shall be liable to the buyer or any third party, whether under the Contract, transaction or otherwise in connection with it, in contract, tort, breach of statutory duty or otherwise, in respect of any indirect or consequential losses or expenses including if and to the extent that they might otherwise not constitute indirect or consequential losses or expenses, loss of anticipated profits, plant shut-down or reduced production, loss of power generation, blackouts or electrical shut-down or reduction, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable. (ii) As in respect of damages for breach of delivery obligation(s) (including in particular, obligations to supply the agreed quantity or quality of the product), the seller shall in no circumstances be liable for more than the difference between the contract price and the market price, based on the nearest available market, at the date of the breach of the Contract and will not be liable for any loss of profit or wasted overheads. (iii) To the extent permissible by law, the seller shall not be responsible in any respect whatsoever for any loss, damage or injury resulting from any hazards inherent in the nature of the product. (iv) Notwithstanding the above provision of this liability clause, in the event of any default or breach of the contract by the buyer, the buyer shall be liable for all losses, costs and consequence incurred or suffered by the seller including, but not limited to, the seller’s costs and losses associated with any hedging by the seller related to the Contract. (v) The provisions of this clause shall continue to apply notwithstanding the termination or expiry of the Contract for any reason whatsoever. (vi) Should the buyer fail to take the goods or fail to take them in time for any reason whatsoever, the buyer shall compensate to the seller all the seller’s costs and damages within 10 (ten) days upon the seller’s written demand along with the supporting documents. The damages shall be calculated as 100% cost of the goods or the difference in market price, if the seller has sold the goods to a third party.
9. FORCE MAJEURE
(i) Save for obligations to make payment(s) under the present Contract, neither Party shall be liable for a failure to perform any of its obligations under the Contract insofar as that Party proves that the failure was due to an impediment beyond its control (the “Force Majeure Event”), including but not limited to: (a) natural disasters such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightning; (b) explosions, fires, destruction of tankage, pipelines, of refineries or terminals and any of kind of installations; (c) boycotts, strikes, lock-outs, labour disputes of all kinds, go-slows, occupation of factories and premises; (d) war, hostilities, declared or undeclared, riots and revolutions, acts of piracy, acts of sabotage, embargo, blockade, civil unrest/ war, terrorism; (e) curtailment, failure or cessation of petroleum products/feedstock supplier’s from any of seller’s petroleum products/feedstock sources; (f) hindrances to transportation or delivery, loss of tanker tonnage whether or not by requisition, wreckage of equipment, breakdown of machinery of the vessel or adverse weather; (g) any compliance, voluntary or involuntary, with any law, order, regulation, restriction, prohibition, procedure, quarantine or etc., imposed in connection with epidemic, pandemic, plague, or highly contagious disease which are deemed to be extremely harmful to human health as determined and notified by the world health organization or similar authority (the “Highly Contagious Disease”) by any international, national, port, transportation, local or other authority or agency or of any body or person purporting to be or to act for any such authority or agency; (h) a compliance, voluntary or involuntary, with any law, order, demand, regulation, request (including imposition of various sanctions, embargos, restrictions, prohibitions or etc.), issued by any international, national, port, transportation, local or other authority or agency or of any body or person purporting to be or to act for any such authority or agency.
(ii) The Party seeking relief (the "Relying Party") under this clause shall as soon as reasonably practicable after the Force Majeure Event becomes known to it give notice in writing to the other Party of such Force Majeure Event and the effects, or the reasonably anticipated effects, on its ability to perform in as much detail as possible and the appropriate relief sought, and of its intention to rely on this clause. A document/ certificate issued by or on behalf of the competent international/ national/ local organization/ government/ body/ authority or port/ transportation/ other relevant authority shall be sufficient proof of the Force Majeure Event and its duration. The relying Party shall as soon as practicably possible obtain and provide to the other Party such document/ certificate. Without such confirming document/ certificate the exclusion of liabilities provided herein cannot be relied on and be enforced by the relaying Party.
(iii) To the extent that the relying Party is or has been delayed or prevented by any of the foregoing Force Majeure Event from complying with its obligation under the Contract up to a total of 30 (thirty) calendar days, the Relying Party may suspend the performance of its obligations until the impediment is removed. If any Force Majeure Event results in a delay for more than 30 (thirty) calendar days, either Party may terminate the Contract with respect to such delivery upon written notice to the other Party and both Parties shall be relieved of their further contractual obligations, except for their accrued rights and obligations which shall survive termination of the Contract. This sub-clause (iii) is not deemed to prevent or limit other rights of the Parties provided in the Contract.
10. TRADE RESTRICTIONS
(i) Notwithstanding anything to the contrary elsewhere in the Contract, neither Party shall be obliged to perform any obligation otherwise required by the Contract (including without limitation an obligation to (a) perform, deliver, accept, sell, purchase, pay or receive monies to, from, or through a person or entity, or (b) engage in any other acts) if this would be in violation of, inconsistent with, or expose such Party to punitive measures under, any laws, regulations, decrees, ordinances, orders, demands, requests, rules or requirements of the european union, any eu member state, the united nations or the united states of america or any other relevant jurisdiction relating to prohibitions, restrictions, mandatory rules, trade sanctions, foreign trade controls, export controls, non proliferation, anti-terrorism and similar laws (the "Trade restrictions"). (ii) the buyer insures, and it is a condition of the contract, that the product is not, directly or indirectly and irrespective of means, (a) sold/supplied/imported to or through any jurisdiction under the trade restrictions (the “restricted jurisdiction”) or (b) sold/supplied to any natural or legal person in the restricted jurisdiction or acting for the benefit of the restricted jurisdiction or (c) sold/supplied to any natural or legal person subjected to the trade restrictions. The buyer shall keep itself informed as to such laws, regulations, rules, directives and guidelines and shall ensure that they are complied with. The buyer acknowledges that at the date hereof it is informed of all such laws, regulations, rules, directives and guidelines relevant to its undertakings under this clause. (iii) should the buyer fail to comply with the undertakings provided in sub-clause (ii) above or if the seller has reasonable grounds for believing that such undertakings will not be complied with, the seller may (without prejudice to its other rights) at its sole discretion rescind the contract or suspend delivery under the contract until further notice or decline to commence or complete loading on notifying the buyer either in writing or orally (with written confirmation to follow) without any liability whatsoever (in contract, tort or otherwise). (iv) the buyer shall, if the seller so requires, provide the seller with appropriate documentation for the purposes of verifying the final destination/ final buyer of any delivery hereunder. Such documentation shall be so provided within 30 (thirty) calendar days of request or within such lesser period as will enable the seller or its supplier to comply with any requirement or request of the government or authority in question and shall include in particular among other information which may be requested, the name of the port(s) of discharge, the date(s) of discharge and the grade and quantity discharged. The obligations of the buyer to comply with such requirement shall not be affected by any sale or disposal of the product by the buyer whether before the product arrives at the final destination or otherwise.
11. REACH
(i) In case the loadport or the disport is located within the EEA, the seller and the buyer each agrees and undertakes to the other that they will comply with those obligations under regulation (EC) no 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the registration, evaluation, authorization and restriction of chemicals (“Reach”) as provided in this clause. (ii) An importer of the product into the EEA whether the buyer or the seller as the case may be shall comply with those of its obligations under reach which are applicable to the physical introduction of the product into the EEA. When providing the buyer with a chemical abstract service index ("CAS") number and/or a European inventory of existing commercial chemical substances ("Einecs") number and/or a European list of notified chemical substances ("Elincs") number and/or any other appropriate identifier as defined in reach (“Substance Identifier(s)”) or confirmation that each substance has been duly registered in accordance with reach requirements, the seller does not warrant or represent the accuracy or completeness of such Substance Identifier(s) or confirmation and notwithstanding any other provision to the contrary in the Contract if any and the seller accepts no liability for loss, damage, delay or expense incurred by the buyer for whatever reason arising from its reliance on the accuracy of the Substance Identifier(s) provided by the seller and/or on the confirmation as to the existence of a valid registration of the substances to be imported into the EEA. When providing the buyer with a copy of the current safety data sheet (“SDS”) in compliance with the requirements of reach, the seller bears no responsibility for any consequences that result from the use of an SDS or other information. It is the buyer’s responsibility to provide persons responsible for the management of health, safety and environment matters within its own organization with a copy of the SDS or other relevant information.
12. ANTI-CORRUPTION
(i) The buyer and the seller each ensures and represents to the other, and it is a condition of the Contract, that, in connection with the Contract and the performance thereof, it shall respectively comply with any laws, regulations, rules, decrees and/or official government orders applicable to such Party relating to anti-bribery or anti-money laundering and that they shall each respectively take no action that would subject the other to fines or penalties under such laws, regulations, rules or requirements. (ii) The buyer and the seller each ensures and represents to the other, and it is a condition of the contract, that, in connection with the Contract and the performance thereof, it shall not, directly or indirectly: pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to: (a) a government official or an officer or employee of a government or any department, agency or instrumentality of any government; (b) an officer or employee of a public international organization; (c) any person acting in an official capacity for or on behalf of any government or department, agency or instrumentality of such government or of any public international organization; (d) any political party or official thereof, or any candidate for political office; or (e) any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above-described persons and entities. In particular, the buyer represents to the seller that it has not made any payments or given anything of value to officials, officers or employees of the government of the country in which the product originated or any agency, department or instrumentality of such government in connection with the product that would be inconsistent with or contravene any of the above referenced legislation. (iii) Either party may terminate the contract forthwith upon written notice to the other at any time, if in their reasonable judgment the other is in breach of any of the above undertakings and representations and this will be the sole remedy of the terminating party.
13. MISCELLANEOUS
(i) Neither Party may assign its rights or obligations under the Contract in full or in part without the prior written consent of the other Party, save for the purposes of obtaining trade financing when no prior consent of the other Party is required. If such consent is given and wherever the assignment is made, the assigning party shall remain jointly and severally liable with the assignee for the full performance of its obligations under the Contract. (ii) Unless otherwise agreed in writing or as expressly provided for under the Contract, under no circumstances the buyer shall be entitled to make any deductions from the payment on account of any discount, set-off; counterclaim or withholding in any circumstances whatsoever. If the buyer attempts to make such deduction without the seller’s prior written consent, the seller is permitted, without any seller’s liability whatsoever and without limiting its other rights and remedies permitted by law, to terminate the contract or to withhold delivery till the buyer pays in full the amount due in accordance with the contract terms. (iii) Without limitation the seller's other rights under the contract or otherwise, the seller shall have the right to require, in respect of any amount due from the buyer which is not paid in full on the due date, the buyer to pay simple interest commencing on the day immediately after the date on which it became due up to and including the date payment is received by the seller's bank at the rate calculated as an annual rate of three percentage points above the London interbank offered rate for one month US dollar as quoted on the due date by Thomson Reuters on behalf of the intercontinental exchange benchmark administration fixing on the first London banking day for each month in which the overdue exists. (iv) Except as expressly modified by the Contract, Incoterms® 2010 edition shall apply to the contract. (v) No contract or agreement shall be modified unless mutually agreed by the Parties, which agreement must be evidenced in writing. All amendments and addenda to the Contract are valid only if agreed by the Parties and such agreement is evidenced in writing. (vi) If any provision of the Contract, agreement or any part thereof is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of the Contract (and of such provision) shall not be affected except to the extent necessary to delete such illegal, invalid or unenforceable provision (or part thereof). (vii) If the Contract is expired or terminated for any reason, then such expiry/ termination shall be without prejudice to any rights, obligations or liabilities of either Party which have accrued at the date of expiry/ termination but have not been performed or discharged, and any parts of the Contract having any relevance thereto or any bearing thereon shall, notwithstanding the expiry/ termination of the Contract for any reason, continue in force and effect. (viii) Any waiver shall relate only to the matter, non-compliance or breach as it expressly relates to and shall not apply to any subsequent or other matter, non-compliance or breach. (ix) Despite anything to the contrary expressed or implied elsewhere herein and without prejudice to its other rights, either Party may at its sole discretion either immediately terminate the Contract, agreement or transaction, or forthwith suspend delivery under the Contract until further notice in writing, if a liquidator (other than for the purpose of amalgamation or reconstruction), administrator, trustee in bankruptcy, receiver, or receiver and manager is appointed in respect of the assets and/or undertaking of the other Party, or the other Party enters into an arrangement or composition with its creditors, or any similar appointment, arrangement or composition is made under any applicable law, or if the party in question has reason to anticipate any such occurrence, appointment, arrangement or composition. (x) Nothing in the Contract or agreement shall be considered or construed as conferring any right or benefit on a person not a party to the Contract and the Parties do not intend that any term of the Contract should be enforceable by virtue of the contracts (rights of third parties) act 1999, by any person who is not a party to the Contract. (xi) The contract, agreement or transaction, its existence and its terms and conditions are confidential to the Parties and may not be disclosed by either party to any third party without the other Party`s prior written consent, save for the events required by applicable laws and save for the auditors, consultants, advisors and financing banks of either Party.
(xii) Each Party represents to the other Party that the following statements are at the date of the contract true and accurate: (a) the Party has full authority, power, and capacity to enter into and carry out its obligations under the Contract, agreement or transaction; (b) the transaction will create obligations which are valid and binding on the Party and enforceable; (c) the Party is duly incorporated under the law of the country of its incorporation; (d) a representative of the Party signing the Contract or any document related thereto on the Party’s behalf is duly authorized to do so; (e) neither the entering into, nor the performance of any of the transactions contemplated by the Contract will: contravene or constitute a default under any provision contained in any law, judgement, order of any jurisdiction in which it carries on business or consent by which it is bound or affected or in any agreement to which it is a party; cause any limitation on it or the powers of its directors, whether imposed by or contained in its corporate constitutive documents or any law, order, judgement, agreement or otherwise, to be exceeded; (f) there are no other facts or matters which might reasonably be expected to have a material adverse effect on its financial condition, business, assets or operations, its ability to perform its obligations under or pursuant to the Contract or on the willingness of the other Party to enter into the Contract. (xiii) without derogating from other provisions of the Contract requiring compliance within a given period, all of which shall remain in full force and effect, legal proceedings in respect of any claim or dispute arising under the contract shall commence within 1 (one) year of the date on which the product was delivered or, in the case of a total loss, the date upon which the product should have been delivered. If legal proceedings are not commenced within the time limits specified, the claim shall be time barred and any liability or alleged liability of the other Party shall be finally extinguished. (xiv) All notices delivered via email are considered received the same business day when sent during business hours of the recipient (local time) and received next business day if sent out of business hours of the recipient.
1. PRODUCT QUALITY
The product shall be of the quantity, quality, description and specification expressly set out in the Contract. There are no representations, guarantees or warranties, express or implied of merchantability, fitness or suitability of the product which extend beyond the description of the product appearing in the Contract. If any of the guaranteed quality specifications are found to be off contractual limits but within the repeatability/reproducibility limits same to be accepted by the buyer.
2. DELIVERY
Acceptance of the delivery and taking the product is of the essence of any contract, agreement or transaction between the Parties.
3. QUALITY AND QUANTITY DETERMINATION
Quality determination: the quality of the product shall be determined on the basis of certificate of analysis issued by manufacturer shall be final and binding for both parties, save for fraud, omission or manifest error. Quantity determination: the quantity of the product shall be determined as per bill of lading quantity and shall be final and binding for both parties, save for fraud or manifest error. Inspection costs at the discharge point/port shall be 100% for the buyer`s account.
4. TITLE AND RISKS
Product’s risks of loss and damage shall pass to the buyer upon the product delivery in accordance with the applicable delivery basis. Title to the product shall pass to the buyer upon receipt by the seller of the full product’s purchase price from the buyer.
5. DETENTION AND DEMURRAGE
Detention and demurrage period at discharge port shall be in accordance with standard period established by shipping line. The buyer shall be responsible for any delay occurred due to actions or omissions of the buyer and shall reimburse the shipping line for any costs arising therefrom in accordance with standard rates of the shipping line.
6. APPLICABLE LAW AND JURISDICTION
The relationship of the Parties concerning this Contract shall be governed by and construed in accordance with the substantive law of England and Wales. Any dispute, controversy or claim arising out of, relating to or in connection with this Contract, including any question regarding its existence, validity, performance, or termination, or regarding a breach thereof, arising on the part of or against any Party hereto, shall be referred to, and finally settled by, international arbitration under and in accordance with the Arbitration Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed incorporated by reference into this paragraph. The Parties agree that the arbitration award (decision) shall be considered as final and undisputable for the purposes of the present Contract. The place of arbitration shall be London, England. The arbitration shall be conducted in the English language by thee (3) arbitrators, whereby 2 of them shall be appointed by each Party, and these 2 arbitrators shall select the third one (independent). If either Party fails to appoint its candidate within 15 days, then such arbitrator shall be appointed by LCIA.
7. INSURANCE FOR CIF DELIVERIES
(i) The seller may (at its discretion) procure and pay for the insurance of the product against marine risks to the full value of the shipment hereunder plus ten percent (10%). Such insurance, which shall operate from the time risk passes to the buyer at the loading terminal until the product passes the vessel’s permanent hose connection at the discharge port, shall be in accordance with the provisions of a marine cargo insurance policy subject to bulk oil clauses sp 13c, or, at the seller's option, institute cargo clauses (a), and the benefit thereof shall accrue to the buyer upon the passing of risk in the shipment as provided for in the Сontract. (ii) the seller does not undertake to procure insurance against war, strikes, riots and civil commotions risks in respect of the delivery of the product.
8. LIABILITY
(i) The seller in no event shall be liable to the buyer or any third party, whether under the Contract, transaction or otherwise in connection with it, in contract, tort, breach of statutory duty or otherwise, in respect of any indirect or consequential losses or expenses including if and to the extent that they might otherwise not constitute indirect or consequential losses or expenses, loss of anticipated profits, plant shut-down or reduced production, loss of power generation, blackouts or electrical shut-down or reduction, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable. (ii) As in respect of damages for breach of delivery obligation(s) (including in particular, obligations to supply the agreed quantity or quality of the product), the seller shall in no circumstances be liable for more than the difference between the contract price and the market price, based on the nearest available market, at the date of the breach of the Contract and will not be liable for any loss of profit or wasted overheads. (iii) To the extent permissible by law, the seller shall not be responsible in any respect whatsoever for any loss, damage or injury resulting from any hazards inherent in the nature of the product. (iv) Notwithstanding the above provision of this liability clause, in the event of any default or breach of the contract by the buyer, the buyer shall be liable for all losses, costs and consequence incurred or suffered by the seller including, but not limited to, the seller’s costs and losses associated with any hedging by the seller related to the Contract. (v) The provisions of this clause shall continue to apply notwithstanding the termination or expiry of the Contract for any reason whatsoever. (vi) Should the buyer fail to take the goods or fail to take them in time for any reason whatsoever, the buyer shall compensate to the seller all the seller’s costs and damages within 10 (ten) days upon the seller’s written demand along with the supporting documents. The damages shall be calculated as 100% cost of the goods or the difference in market price, if the seller has sold the goods to a third party.
9. FORCE MAJEURE
(i) Save for obligations to make payment(s) under the present Contract, neither Party shall be liable for a failure to perform any of its obligations under the Contract insofar as that Party proves that the failure was due to an impediment beyond its control (the “Force Majeure Event”), including but not limited to: (a) natural disasters such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightning; (b) explosions, fires, destruction of tankage, pipelines, of refineries or terminals and any of kind of installations; (c) boycotts, strikes, lock-outs, labour disputes of all kinds, go-slows, occupation of factories and premises; (d) war, hostilities, declared or undeclared, riots and revolutions, acts of piracy, acts of sabotage, embargo, blockade, civil unrest/ war, terrorism; (e) curtailment, failure or cessation of petroleum products/feedstock supplier’s from any of seller’s petroleum products/feedstock sources; (f) hindrances to transportation or delivery, loss of tanker tonnage whether or not by requisition, wreckage of equipment, breakdown of machinery of the vessel or adverse weather; (g) any compliance, voluntary or involuntary, with any law, order, regulation, restriction, prohibition, procedure, quarantine or etc., imposed in connection with epidemic, pandemic, plague, or highly contagious disease which are deemed to be extremely harmful to human health as determined and notified by the world health organization or similar authority (the “Highly Contagious Disease”) by any international, national, port, transportation, local or other authority or agency or of any body or person purporting to be or to act for any such authority or agency; (h) a compliance, voluntary or involuntary, with any law, order, demand, regulation, request (including imposition of various sanctions, embargos, restrictions, prohibitions or etc.), issued by any international, national, port, transportation, local or other authority or agency or of any body or person purporting to be or to act for any such authority or agency.
(ii) The Party seeking relief (the "Relying Party") under this clause shall as soon as reasonably practicable after the Force Majeure Event becomes known to it give notice in writing to the other Party of such Force Majeure Event and the effects, or the reasonably anticipated effects, on its ability to perform in as much detail as possible and the appropriate relief sought, and of its intention to rely on this clause. A document/ certificate issued by or on behalf of the competent international/ national/ local organization/ government/ body/ authority or port/ transportation/ other relevant authority shall be sufficient proof of the Force Majeure Event and its duration. The relying Party shall as soon as practicably possible obtain and provide to the other Party such document/ certificate. Without such confirming document/ certificate the exclusion of liabilities provided herein cannot be relied on and be enforced by the relaying Party.
(iii) To the extent that the relying Party is or has been delayed or prevented by any of the foregoing Force Majeure Event from complying with its obligation under the Contract up to a total of 30 (thirty) calendar days, the Relying Party may suspend the performance of its obligations until the impediment is removed. If any Force Majeure Event results in a delay for more than 30 (thirty) calendar days, either Party may terminate the Contract with respect to such delivery upon written notice to the other Party and both Parties shall be relieved of their further contractual obligations, except for their accrued rights and obligations which shall survive termination of the Contract. This sub-clause (iii) is not deemed to prevent or limit other rights of the Parties provided in the Contract.
10. TRADE RESTRICTIONS
(i) Notwithstanding anything to the contrary elsewhere in the Contract, neither Party shall be obliged to perform any obligation otherwise required by the Contract (including without limitation an obligation to (a) perform, deliver, accept, sell, purchase, pay or receive monies to, from, or through a person or entity, or (b) engage in any other acts) if this would be in violation of, inconsistent with, or expose such Party to punitive measures under, any laws, regulations, decrees, ordinances, orders, demands, requests, rules or requirements of the european union, any eu member state, the united nations or the united states of america or any other relevant jurisdiction relating to prohibitions, restrictions, mandatory rules, trade sanctions, foreign trade controls, export controls, non proliferation, anti-terrorism and similar laws (the "Trade restrictions"). (ii) the buyer insures, and it is a condition of the contract, that the product is not, directly or indirectly and irrespective of means, (a) sold/supplied/imported to or through any jurisdiction under the trade restrictions (the “restricted jurisdiction”) or (b) sold/supplied to any natural or legal person in the restricted jurisdiction or acting for the benefit of the restricted jurisdiction or (c) sold/supplied to any natural or legal person subjected to the trade restrictions. The buyer shall keep itself informed as to such laws, regulations, rules, directives and guidelines and shall ensure that they are complied with. The buyer acknowledges that at the date hereof it is informed of all such laws, regulations, rules, directives and guidelines relevant to its undertakings under this clause. (iii) should the buyer fail to comply with the undertakings provided in sub-clause (ii) above or if the seller has reasonable grounds for believing that such undertakings will not be complied with, the seller may (without prejudice to its other rights) at its sole discretion rescind the contract or suspend delivery under the contract until further notice or decline to commence or complete loading on notifying the buyer either in writing or orally (with written confirmation to follow) without any liability whatsoever (in contract, tort or otherwise). (iv) the buyer shall, if the seller so requires, provide the seller with appropriate documentation for the purposes of verifying the final destination/ final buyer of any delivery hereunder. Such documentation shall be so provided within 30 (thirty) calendar days of request or within such lesser period as will enable the seller or its supplier to comply with any requirement or request of the government or authority in question and shall include in particular among other information which may be requested, the name of the port(s) of discharge, the date(s) of discharge and the grade and quantity discharged. The obligations of the buyer to comply with such requirement shall not be affected by any sale or disposal of the product by the buyer whether before the product arrives at the final destination or otherwise.
11. REACH
(i) In case the loadport or the disport is located within the EEA, the seller and the buyer each agrees and undertakes to the other that they will comply with those obligations under regulation (EC) no 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the registration, evaluation, authorization and restriction of chemicals (“Reach”) as provided in this clause. (ii) An importer of the product into the EEA whether the buyer or the seller as the case may be shall comply with those of its obligations under reach which are applicable to the physical introduction of the product into the EEA. When providing the buyer with a chemical abstract service index ("CAS") number and/or a European inventory of existing commercial chemical substances ("Einecs") number and/or a European list of notified chemical substances ("Elincs") number and/or any other appropriate identifier as defined in reach (“Substance Identifier(s)”) or confirmation that each substance has been duly registered in accordance with reach requirements, the seller does not warrant or represent the accuracy or completeness of such Substance Identifier(s) or confirmation and notwithstanding any other provision to the contrary in the Contract if any and the seller accepts no liability for loss, damage, delay or expense incurred by the buyer for whatever reason arising from its reliance on the accuracy of the Substance Identifier(s) provided by the seller and/or on the confirmation as to the existence of a valid registration of the substances to be imported into the EEA. When providing the buyer with a copy of the current safety data sheet (“SDS”) in compliance with the requirements of reach, the seller bears no responsibility for any consequences that result from the use of an SDS or other information. It is the buyer’s responsibility to provide persons responsible for the management of health, safety and environment matters within its own organization with a copy of the SDS or other relevant information.
12. ANTI-CORRUPTION
(i) The buyer and the seller each ensures and represents to the other, and it is a condition of the Contract, that, in connection with the Contract and the performance thereof, it shall respectively comply with any laws, regulations, rules, decrees and/or official government orders applicable to such Party relating to anti-bribery or anti-money laundering and that they shall each respectively take no action that would subject the other to fines or penalties under such laws, regulations, rules or requirements. (ii) The buyer and the seller each ensures and represents to the other, and it is a condition of the contract, that, in connection with the Contract and the performance thereof, it shall not, directly or indirectly: pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to: (a) a government official or an officer or employee of a government or any department, agency or instrumentality of any government; (b) an officer or employee of a public international organization; (c) any person acting in an official capacity for or on behalf of any government or department, agency or instrumentality of such government or of any public international organization; (d) any political party or official thereof, or any candidate for political office; or (e) any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above-described persons and entities. In particular, the buyer represents to the seller that it has not made any payments or given anything of value to officials, officers or employees of the government of the country in which the product originated or any agency, department or instrumentality of such government in connection with the product that would be inconsistent with or contravene any of the above referenced legislation. (iii) Either party may terminate the contract forthwith upon written notice to the other at any time, if in their reasonable judgment the other is in breach of any of the above undertakings and representations and this will be the sole remedy of the terminating party.
13. MISCELLANEOUS
(i) Neither Party may assign its rights or obligations under the Contract in full or in part without the prior written consent of the other Party, save for the purposes of obtaining trade financing when no prior consent of the other Party is required. If such consent is given and wherever the assignment is made, the assigning party shall remain jointly and severally liable with the assignee for the full performance of its obligations under the Contract. (ii) Unless otherwise agreed in writing or as expressly provided for under the Contract, under no circumstances the buyer shall be entitled to make any deductions from the payment on account of any discount, set-off; counterclaim or withholding in any circumstances whatsoever. If the buyer attempts to make such deduction without the seller’s prior written consent, the seller is permitted, without any seller’s liability whatsoever and without limiting its other rights and remedies permitted by law, to terminate the contract or to withhold delivery till the buyer pays in full the amount due in accordance with the contract terms. (iii) Without limitation the seller's other rights under the contract or otherwise, the seller shall have the right to require, in respect of any amount due from the buyer which is not paid in full on the due date, the buyer to pay simple interest commencing on the day immediately after the date on which it became due up to and including the date payment is received by the seller's bank at the rate calculated as an annual rate of three percentage points above the London interbank offered rate for one month US dollar as quoted on the due date by Thomson Reuters on behalf of the intercontinental exchange benchmark administration fixing on the first London banking day for each month in which the overdue exists. (iv) Except as expressly modified by the Contract, Incoterms® 2010 edition shall apply to the contract. (v) No contract or agreement shall be modified unless mutually agreed by the Parties, which agreement must be evidenced in writing. All amendments and addenda to the Contract are valid only if agreed by the Parties and such agreement is evidenced in writing. (vi) If any provision of the Contract, agreement or any part thereof is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of the Contract (and of such provision) shall not be affected except to the extent necessary to delete such illegal, invalid or unenforceable provision (or part thereof). (vii) If the Contract is expired or terminated for any reason, then such expiry/ termination shall be without prejudice to any rights, obligations or liabilities of either Party which have accrued at the date of expiry/ termination but have not been performed or discharged, and any parts of the Contract having any relevance thereto or any bearing thereon shall, notwithstanding the expiry/ termination of the Contract for any reason, continue in force and effect. (viii) Any waiver shall relate only to the matter, non-compliance or breach as it expressly relates to and shall not apply to any subsequent or other matter, non-compliance or breach. (ix) Despite anything to the contrary expressed or implied elsewhere herein and without prejudice to its other rights, either Party may at its sole discretion either immediately terminate the Contract, agreement or transaction, or forthwith suspend delivery under the Contract until further notice in writing, if a liquidator (other than for the purpose of amalgamation or reconstruction), administrator, trustee in bankruptcy, receiver, or receiver and manager is appointed in respect of the assets and/or undertaking of the other Party, or the other Party enters into an arrangement or composition with its creditors, or any similar appointment, arrangement or composition is made under any applicable law, or if the party in question has reason to anticipate any such occurrence, appointment, arrangement or composition. (x) Nothing in the Contract or agreement shall be considered or construed as conferring any right or benefit on a person not a party to the Contract and the Parties do not intend that any term of the Contract should be enforceable by virtue of the contracts (rights of third parties) act 1999, by any person who is not a party to the Contract. (xi) The contract, agreement or transaction, its existence and its terms and conditions are confidential to the Parties and may not be disclosed by either party to any third party without the other Party`s prior written consent, save for the events required by applicable laws and save for the auditors, consultants, advisors and financing banks of either Party.
(xii) Each Party represents to the other Party that the following statements are at the date of the contract true and accurate: (a) the Party has full authority, power, and capacity to enter into and carry out its obligations under the Contract, agreement or transaction; (b) the transaction will create obligations which are valid and binding on the Party and enforceable; (c) the Party is duly incorporated under the law of the country of its incorporation; (d) a representative of the Party signing the Contract or any document related thereto on the Party’s behalf is duly authorized to do so; (e) neither the entering into, nor the performance of any of the transactions contemplated by the Contract will: contravene or constitute a default under any provision contained in any law, judgement, order of any jurisdiction in which it carries on business or consent by which it is bound or affected or in any agreement to which it is a party; cause any limitation on it or the powers of its directors, whether imposed by or contained in its corporate constitutive documents or any law, order, judgement, agreement or otherwise, to be exceeded; (f) there are no other facts or matters which might reasonably be expected to have a material adverse effect on its financial condition, business, assets or operations, its ability to perform its obligations under or pursuant to the Contract or on the willingness of the other Party to enter into the Contract. (xiii) without derogating from other provisions of the Contract requiring compliance within a given period, all of which shall remain in full force and effect, legal proceedings in respect of any claim or dispute arising under the contract shall commence within 1 (one) year of the date on which the product was delivered or, in the case of a total loss, the date upon which the product should have been delivered. If legal proceedings are not commenced within the time limits specified, the claim shall be time barred and any liability or alleged liability of the other Party shall be finally extinguished. (xiv) All notices delivered via email are considered received the same business day when sent during business hours of the recipient (local time) and received next business day if sent out of business hours of the recipient.