General Terms & Conditions

1.Definitions

Unless the context otherwise requires: “Seller” means CANOIL and/or the legal entity identified as seller in the relevant Sales Confirmation; “Buyer” includes the contracting buyer, Vessel, registered owner, disponent owner, operator, manager, charterer, master, agent and any person ordering, receiving, using or benefiting from the Products, jointly and severally to the extent permitted by law; “Products” means marine fuels, bunker fuels, marine gas oil, fuel oil, biofuels, marine lubricants, greases and related products; “Vessel” includes any commercial vessel, yacht, superyacht, offshore unit, floating facility or other receiving craft; “Supplier” means any physical supplier, distributor, terminal, refinery, manufacturer, barge operator, truck operator, warehouse, subcontractor or service provider used by Seller; “BDN” means the bunker delivery note or equivalent signed delivery document; “Sales Confirmation” means Seller’s written recap or order confirmation; “Delivery Point” means the flange, manifold, truck connection, terminal, warehouse or other agreed transfer point; “ETA” means estimated time of arrival; “Business Day” means a day on which banks are generally open at Seller’s place of business; “MARPOL” means the International Convention for the Prevention of Pollution from Ships, as amended; “ISO 8217” means the edition expressly stated in the Sales Confirmation.

2.Application & Precedence

These GTC apply to every quotation, offer, Sales Confirmation, proforma invoice, commercial invoice, order, supply and service issued, sold or arranged by Seller. Buyer’s terms are excluded unless expressly accepted in writing by Seller. In case of conflict, the order of precedence is: (i) signed written amendment, (ii) Sales Confirmation, (iii) Proforma or Commercial Invoice, and (iv) these GTC.

3.Orders & Confirmation

Buyer’s inquiry, nomination or order, whether made by email, messaging application, telephone followed by written confirmation or other electronic means, is not binding on Seller until Seller issues a written Sales Confirmation. Seller may reject or withdraw any unconfirmed offer without liability. A Sales Confirmation becomes binding unless Buyer objects in writing within two hours or before Seller commits to the Supplier, whichever occurs first.

4.Buyer Information

Buyer shall provide complete and accurate information, including vessel name and IMO number, owner/operator/manager details, Buyer’s full legal name and address, delivery port, grade, estimated quantity, requested delivery date and window, local agent, ETA updates, manifold and pumping information, special delivery conditions and any fact affecting legality or operational feasibility. Buyer is responsible for loss, delay or additional cost arising from incomplete, inaccurate or late information.

Yacht and Commercial Vessel Operations

These GTC apply equally to commercial vessels, yachts and superyachts unless the Sales Confirmation states otherwise. For marina or yacht deliveries, Buyer shall ensure that the marina, yacht-management company, captain, engineer and local agent have authorised the delivery and complied with marina, customs, tax and safety requirements. Small-volume, truck-to-yacht, drum, pail or warehouse deliveries may be subject to minimum quantities, handling fees and separate manufacturer or distributor terms.

5.Prices, Taxes & Charges

Prices apply only during the stated validity period and for the confirmed quantity, grade, delivery date, location and delivery method. Unless expressly included, all VAT, sales taxes, customs duties, port dues, agency costs, barging, trucking, overtime, waiting, storage, heating, pumping, survey, laboratory, documentation and governmental charges are for Buyer’s account. Seller may revise the price where the delivery date, location, quantity, market conditions, Supplier cost or operational circumstances change.

6.Payment & Bank Charges

Unless otherwise agreed in writing, all transactions are strictly on a 100% advance-payment basis. Cleared funds must be received in Seller’s designated bank account before Seller is obliged to commit to or commence supply. Payment shall be made in full without set-off, counterclaim, deduction, withholding or discount. All bank charges, including SWIFT, correspondent, intermediary and receiving-bank charges, shall be borne exclusively by Buyer on an OUR basis, and Seller must receive the full invoiced amount.

Estimated Quantity and Final Settlement

The quantity shown in a Proforma Invoice is an estimate for advance-payment purposes. The final delivered quantity and final invoice amount shall be determined by the signed BDN or equivalent delivery document. Any overpayment shall be refunded or credited to Buyer, and any underpayment shall be paid immediately upon issuance of the Commercial Invoice.

Bank-Account Fraud Prevention

Seller will not ordinarily change its bank details during a transaction. Buyer must independently verify any requested change using previously known and independently sourced contact information. Payment to an unauthorised, fraudulent or unverified account does not discharge Buyer’s payment obligation. Seller shall not be liable for loss caused by cyber fraud, email compromise, spoofing, phishing or unauthorised alteration of payment instructions unless directly caused by Seller’s proven wilful misconduct.

7.Credit, Security & Late Payment

Any credit is granted solely at Seller’s discretion and may be withdrawn at any time. Seller may require advance payment, bank guarantee, standby letter of credit, parent-company guarantee or other satisfactory security. Overdue sums shall bear interest at the lower of four percent per month and the maximum rate permitted by law, compounded monthly where lawful. Buyer shall reimburse all collection, legal, banking and enforcement costs.

8.Nomination, ETA & Delivery Window

Buyer shall provide timely nomination and ETA notices and shall promptly communicate any change. Unless Seller agrees otherwise, final delivery details should be provided at least five local Business Days before delivery, with 48-hour and 24-hour updates where operationally required. Delivery times are estimates, subject to Supplier availability, customs, port authority, weather, traffic, barge/truck schedules and Vessel readiness.

9.Delay, Cancellation & Demurrage

If the Vessel is late, not ready, unable to receive, changes berth, cancels or fails to take all or part of the confirmed Products, Buyer shall bear all resulting losses and costs, including cancellation charges, storage, resale loss, barge or truck detention, demurrage, port expenses and Supplier penalties. Seller may reschedule or cancel without liability. Any specific cancellation fee, demurrage rate or minimum charge stated in the Sales Confirmation shall apply.

10.Delivery Method, Safety & Subcontracting

Seller acts as an independent trader and may arrange performance through one or more Suppliers. Delivery may be made by barge, truck, pipeline, terminal, warehouse release or another agreed method. Seller may substitute a Supplier or delivery unit where reasonably necessary, provided that the agreed grade and commercial substance are maintained. Buyer shall provide a safe berth or receiving location, safe access, suitable tanks, compatible connections, adequate personnel and all assistance required for safe transfer. Seller or Supplier may suspend or refuse delivery whenever safety, legality or operational feasibility is in doubt.

11.Quantity Determination

Unless otherwise agreed, delivered quantity shall be determined by Supplier’s calibrated meters, barge measurements, truck meter, terminal records or other customary delivery measurement and recorded in the signed BDN or delivery receipt. The signed BDN shall be final and binding for invoicing, subject only to a timely written protest made at delivery and supported by independent evidence.

12.Quality, Grade, Compatibility & Lubricants

Marine fuels shall conform to the grade and specification stated in the Sales Confirmation, commonly ISO 8217 in the expressly agreed edition. Buyer is solely responsible for grade selection, engine suitability, tank preparation, segregation, storage, treatment and compatibility with fuel already on board. Seller does not warrant fitness for a particular engine, machinery configuration or purpose beyond the expressly agreed specification.

Marine Lubricants

Marine lubricants shall conform to the manufacturer’s product description, technical data sheet and packaging specification current at the date of supply. Buyer is responsible for selecting the correct product, viscosity, base number, OEM approval and application. Seller is not responsible for damage arising from incorrect selection, mixing, contamination, improper storage, expired shelf life after delivery, unauthorised repackaging or use contrary to manufacturer instructions.

13.Sampling & Analysis

Fuel samples shall be drawn, sealed, labelled and distributed in accordance with applicable law and customary industry practice. In a quality dispute, the relevant retained sealed sample shall be tested by an independent laboratory mutually agreed by the Parties. If no agreement is reached within seven days, Seller may nominate a reputable laboratory. Test interpretation shall follow the agreed specification and applicable ISO testing standards. Costs shall be allocated according to the result or as determined in dispute resolution.

14.Claims

Quantity complaints must be raised immediately during delivery, recorded on a separate letter of protest and notified to Seller without delay. Quality claims must be submitted in writing within fifteen days after delivery, with supporting BDN, sample-seal details, laboratory evidence, logs and mitigation records. Buyer shall preserve evidence, permit inspection and take all reasonable steps to mitigate loss. Payment obligations continue notwithstanding any claim, and no claim may be set off against amounts due.

15.Risk & Title

Risk passes to Buyer when the Products cross the connecting flange or other agreed Delivery Point. Title remains with Seller until Seller has received full payment of all sums due. If Products are mixed with other products before payment, Seller retains title to a proportionate share of the commingled product to the extent permitted by law.

16.Vessel Credit & Maritime Lien

Products delivered to a Vessel are supplied on the credit of the Vessel as well as Buyer. Buyer warrants that it is authorised to procure necessaries for and bind the Vessel and relevant interests. To the fullest extent permitted by applicable law, Buyer, registered owner, disponent owner, operator, manager, charterer and Vessel shall be jointly and severally liable for all sums due. Seller reserves every maritime lien, statutory lien, contractual lien, right in rem, right of arrest and enforcement remedy available in any jurisdiction.

17.Pollution, HSSE, MARPOL & Insurance

Buyer, Vessel, master, crew, marina and receiving personnel shall comply with MARPOL, SOLAS, ISM, applicable flag-state rules, port regulations, terminal requirements and all health, safety, security and environmental procedures. Delivery shall not commence until required pre-transfer checklists and communications are satisfactorily completed. Seller or Supplier may suspend or refuse delivery whenever safety, legality or operational feasibility is in doubt.

Pollution and Environmental Liability

The Parties shall cooperate to prevent, contain and mitigate any spill, escape or discharge. Where pollution results from the act or omission of Buyer, Vessel, master, crew, marina, agent or contractor, Buyer shall indemnify Seller and Supplier for cleanup, response, penalties, claims, survey, legal and associated costs.

Insurance

Buyer shall ensure that the Vessel maintains valid P&I, hull and machinery, pollution and other customary insurance adequate for the operation and delivery. Yacht Buyers shall maintain appropriate yacht liability and pollution cover. Evidence of insurance shall be provided upon request.

18.Force Majeure

Neither Seller nor any Supplier shall be liable for delay or non-performance caused by events beyond reasonable control, including natural disaster, severe weather, fire, explosion, accident, war, terrorism, piracy, riot, strike, epidemic, pandemic, cyberattack, port closure, congestion, government action, embargo, sanctions, shortage, refinery or terminal failure, transport interruption, utility failure, or Supplier refusal or inability to supply. Seller may suspend, allocate, reschedule or cancel the affected transaction without liability.

19.Limitation of Liability

To the maximum extent permitted by law, Seller’s aggregate liability shall not exceed the invoice value of the affected Products. Seller shall not be liable for indirect, consequential, special, punitive or economic loss, including loss of profit, loss of hire, off-hire, loss of use, detention, demurrage, business interruption or loss of opportunity, except in cases of Seller’s proven fraud or wilful misconduct where exclusion is prohibited by law.

20.Indemnity

Buyer shall defend, indemnify and hold harmless Seller, its affiliates, officers, employees, agents and Suppliers against claims, liabilities, losses, fines, penalties, costs and legal fees arising from Buyer’s breach, inaccurate information, unsafe Vessel condition, pollution caused by Buyer’s side, unlawful use or onward sale, or acts and omissions of Buyer, Vessel, master, crew, agent or contractor.

21.Sanctions & Trade Compliance

Buyer warrants that Buyer, Vessel, registered owner, beneficial owner, operator, manager, charterer, bank, cargo, voyage, destination and end-user are not prohibited or restricted under applicable sanctions, export-control or trade laws, including measures administered by the United Nations, United States (including OFAC), European Union, United Kingdom, Türkiye and any other relevant jurisdiction. This warranty includes exposure to applicable secondary-sanctions risk. Seller may screen, request documents, suspend performance, reject payment, cancel or report concerns without liability where it reasonably suspects a compliance risk.

22.KYC, AML, UBO & Source of Funds

Buyer shall promptly provide accurate KYC, corporate, ownership, director, UBO, PEP, banking, source-of-funds, source-of-wealth and end-use information requested by Seller. Seller may verify the information through third-party databases and may refuse or suspend a transaction until due diligence is satisfactorily completed. Buyer shall not conceal ownership, payment origin, destination, end-user or any unlawful activity.

23.Anti-Bribery

Each Party shall comply with applicable anti-bribery and anti-corruption laws. Buyer shall not offer, promise, authorise, request or accept any improper payment, gift, facilitation payment or advantage in connection with a transaction. Seller may terminate immediately where it reasonably suspects a breach.

24.Confidentiality & Data

Commercial terms, supplier identities, prices, documents and non-public information are confidential and may be used only for the transaction. Disclosure is permitted to professional advisers, banks, insurers, authorities and service providers on a need-to-know basis. Personal data shall be processed in accordance with applicable data-protection law and Seller’s Privacy Policy.

25.Non-Circumvention

Buyer shall not bypass, circumvent or avoid Seller by directly or indirectly approaching, negotiating or transacting with any Supplier, customer, intermediary, agent or commercial contact introduced by Seller for twenty-four months from introduction, unless Seller gives prior written consent. This restriction does not apply where Buyer proves a genuine, documented and active pre-existing commercial relationship.

26.Assignment

Seller may assign receivables, rights or performance to an affiliate, Supplier, bank, insurer, financier or collection agent. Buyer may not assign or transfer any right or obligation without Seller’s prior written consent.

27.Notices & Electronic Records

Orders, confirmations, notices, invoices and other communications may be made by email or other agreed electronic means and shall be binding. Electronic signatures and scanned documents are valid to the extent permitted by law. Buyer is responsible for monitoring the email addresses used in the transaction.

28.Amendments, Waiver & Severability

No amendment is binding unless made in writing by Seller or incorporated into a Sales Confirmation. Failure or delay in exercising a right is not a waiver. If any provision is invalid or unenforceable, it shall be adjusted to the minimum extent necessary and the remaining provisions shall continue in full force.

29.Governing Law & Arbitration

These GTC and each transaction shall be governed by and construed in accordance with the laws of the Republic of the Marshall Islands, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or in connection with these GTC or any transaction, including any question regarding existence, validity or termination, shall be referred to arbitration in London. The seat of arbitration shall be London, England. The arbitration shall be conducted in English in accordance with the LMAA Terms current at the commencement of the arbitration. The tribunal shall consist of three arbitrators unless the Parties agree to a sole arbitrator. The procedural law of the arbitration shall be the law of England and Wales, including the Arbitration Act 1996 and any statutory modification or re-enactment thereof.

Interim Relief and Vessel Arrest

Nothing in this arbitration agreement prevents Seller from arresting a Vessel, enforcing a maritime lien, obtaining security, commencing conservatory proceedings or seeking interim, protective or injunctive relief in any competent jurisdiction. Such action shall not constitute a waiver of arbitration.

30.Language & Entire Agreement

The English version prevails over any translation. These GTC, together with the Sales Confirmation, invoice and any signed amendment, form the entire agreement and supersede prior discussions and correspondence concerning the transaction. Clauses relating to payment, title, lien, claims, liability, indemnity, confidentiality, non-circumvention, compliance and dispute resolution survive completion or termination.