PETROLIMEX SINGAPORE PTE LTD

Business Reg. No.: 200912691N

PETROUIMEX

200 Cantonment Road #02-02 Southpoint Singapore 089763

Tel: (65) 6223 7105, 6735 1569 Fax: (65) 6735 8149 Email: plimexvn@singnet.com.sg

COMMERCIAL CONTRACT
NO. : 197/13/PS-PETROLIMEX
DATE : 19 DEC 2013
1. SELLER
PETROLIMEX SINGAPORE PTE LTD 200
CANTONMENT ROAD #02-02 SOUTHPOINT
SINGAPORE 089763
2. BUYER
VIETNAM NATIONAL PETROLEUM GROUP
NO.l KHAM THIEN STREET HANOI, VIETNAM
3. PRODUCT
HSFO 180CST (THE PRODUCT)
4. QUALITY
THE QUALITY OF THE PRODUCT MEETING THE FOLLOWING SPECIFICATIONS:
HSFO 180CST
NO
PROPERTY

UNITS

LIMIT

TEST METHODS

1.

DENSITY @ 15 C,MAX

KG/L

0.991

ASTM.D1298

2.

VISCOSITY @ 50 C,MAX

CST

180

ASTM.D445

3.

FLASH POINT(PMCC),C,MIN

66

ASTM.D93

4.

CCR,MAX

% WT

15

ASTM.D189

5.

SULPHUR,MAX

% WT

3.5

ASTM.D1266

6.

ASH,MAX

% WT

0.10

ASTM.D482

7.

POUR POINT,C-MAX

ASTM.D97

8.

WATER,MAX

0.5

ASTM.D95

9.

CALORIFIC VALUE,MIN

9 800

ASTM.D240

10.

SEDIMENT BY EXTRACTION

0.15

ASTM.D473

OC

% VOL
CAL/G
% WT

11.

VANADIUM

PPM

200

IP 501 -05

12.
13.

ALUMINIUM + SILICON
SODIUM

PPM
PPM

80

IP 501 - 05
IP 501 ~ 05

TO
REPORT

14.

ZINC

PPM

15

IP 501 - 05

15.

PHOSPORUS

PPM

15

IP 501 - 05

16.

CALCIUM

PPM

30

IP 501 -05

17.

TOTAL SEDIMENT POTENTIAL

TOTAL SEDIMENT EXISTENT

% WT
% WT

0.1

IP 375
IP 375

18.
19.

COMPATIBILITY BY SPOT TEST

20.

ASPHALTENES

TO
REPORT
TO

% WT

REPORT
TO

ASTM 4740

IP 143 -04

REPORT

5. QUANTITY
30,000 METRIC TONNES +/-5% AT OPERATIONAL TOLERANCE.
6. DELIVERY
FOB ONE SAFE BERTH/PORT, SINGAPORE IN ONE CARGO LOT DURING THE PERIOD 27 DECEMBER 2013 - 03
JANUARY 2014 (BOTH DATES INCLUSIVE).
THE PERFORMING VESSEL FOR THIS DELIVERY SHALL BE SUBJECT TO SELLER AND SELLERS TERMINAL
ACCEPTANCE, WHICH SHALL NOT BE UNREASONABLY WITHHELD. BUYER TO NOMINATE TO SELLER 3 DAYS
LOADING LAYCAN 5 DAYS PRIOR TO FIRST DAY OF THE LAYCAN.
BUYER SHALL NOMINATE THE LOADING VESSEL AT LEAST 5 DAYS PRIOR TO THE FIRST DAY OF THE 3-DAY
DATE RANGE. THE NOMINATED VESSEL SHALL BE SUBJECTED TO SELLERS AND LOADING TERMINALS
ACCEPTANCE, WHICH SHALL NOT BE UNREASONABLY WITHHELD.
ANY SUBSTITUTION OF VESSEL SHOULD BE IN WRITING AT LEAST 48 HOURS BEFORE THE FIRST DAY OF THE
3-DAY DATE RANGE. SUCH SUBSTITUTION OF VESSEL SHALL BE SUBJECTED TO SELLER'S AND LOADING
TERMINALS ACCEPTANCE WHICH SHALL NOT BE UNREASONABLY WITHHELD.
VESSEL MUST SEND SELLER AND SELLERS NOMINATED TERMINAL ETA NOTICES AT LEAST 72/48/24/12/6
HOURS PRIOR TO ARRIVAL TO TERMINAL / LOADPORT STATING EXPECTED DATE AND HOUR OF ARRIVAL. IF
THE BUYERS VESSEL FAILS, FOR ANY REASON, TO GIVE ANY OF THE ABOVE ETA NOTICES, ANY DELAYS
RESULTING FROM SUCH FAILURE SHALL NOT COUNT AGAINST LAYTIME OR, IF THE VESSEL IS ON
DEMURRAGE AS TIME ON DEMURRAGE. IN THIS CASE, LAYTIME SHALL COMMENCE WHEN VESSEL ALL FAST
ALONGSIDE BERTH.
IF ANY OF THE NOMINATION ABOVE FALLS ON A WEEKEND OF PUBLIC HOLIDAY IN SINGAPORE, SUCH
NOMINATION OUGHT TO BE MADE ON A DAY BEFORE THE WEEKEND OR PUBLIC HOLIDAY IN SINGAPORE.
ISPS COMPLIANCE EFFECTIVE FROM 1ST JULY 2004:
A. FOB PROVISIONS
I) BUYER SHALL PROCURE THAT THE VESSEL SHALL COMPLY WITH THE REQUIREMENTS OF THE
INTERNATIONAL SHIP AND PORT FACILITY SECURITY CODE AND THE RELEVANT AMENDMENTS TO CHAPTER
XI OF SOLAS (ISPS CODE) AND WHERE THE LOADING PORT IS WITHIN THE USA AND US TERRITORIES OR
2

WATERS, WITH THE US MARITIME TRANSPORTATION SECURITY ACT 2002 (MTSA),

II) THE VESSEL SHALL WHEN REQUIRED SUBMIT A DECLARATION OF SECURITY (DOS) TO THE APPROPRIATE
AUTHORITIES PRIOR TO ARRIVAL AT THE LOADING PORT.
III) NOTWITHSTANDING ANY PRIOR ACCEPTANCE OF VESSEL BY SELLER, IF AT ANY TIME PRIOR TO THE
PASSING OF RISK AND TITLE THE VESSEL CEASES TO COMPLY WITH THE REQUIREMENTS OF THE ISPS CODE
OR MTSA:
A) SELLER SHALL HAVE THE RIGHT NOT TO BERTH SUCH NOMINATED VESSEL AND ANY DEMURRAGE
RESULTING SHALL NOT BE FOR THE ACCOUNT OF THE SELLER.
B) BUYER SHALL BE OBLIGED TO SUBSTITUTE SUCH NOMINATED VESSEL WITH A VESSEL COMPLYING WITH
THE REQUIREMENTS OF THE ISPS CODE AND MTSA.
IV)
A) SELLER SHALL PROCURE THAT THE LOADING P ORT/TERMIN AL/IN ST ALL ATION SHALL COMPLY WITH
THE REQUIREMENTS OF THE INTERNATIONAL SHIP AND PORT FACILITY SECURITY CODE AND THE RELEVANT
AMENDMENTS TO CHAPTER XI OF SOLAS (ISPS CODE) AND IF LOCATED WITHIN THE USA AND US
TERRITORIES, WITH THE US MARITIME TRANSPORTATION SECURITY ACT 2002 (MTSA)
B) ANY COSTS OR EXPENSES IN RESPECT OF THE VESSEL INCLUDING DEMURRAGE OR ANY ADDITIONAL
CHARGE, FEE OR DUTY LEVIED ON THE VESSEL AT THE LOADING PORT AND ACTUALLY INCURRED BY BUYER
RESULTING DIRECTLY FROM THE FAILURE OF THE LOADING PORT/TERMINAL/INSTALLATION TO COMPLY
WITH THE ISPS CODE AND IF LOCATED WITHIN THE USA AND US TERRITORIES, WITH THE MTSA, SHALL BE
FOR THE ACCOUNT OF THE SELLER, INCLUDING BUT NOT LIMITED TO THE TIME REQUIRED OR COSTS
INCURRED BY THE VESSEL IN TAKING ANY ACTION OR ANY SPECIAL OR ADDITIONAL SECURITY MEASURES
REQUIRED BY THE ISPS CODE OR MTSA
IV) SAVE WHERE THE VESSEL HAS FAILED TO COMPLY WITH THE REQUIREMENTS OF THE INTERNATIONAL
SHIP AND PORT FACILITY SECURITY CODE AND THE RELEVANT AMENDMENTS TO CHAPTER XI OF SOLAS
(ISPS CODE) AND WITHIN THE USA AND US TERRITORIES OR WATERS, WITH THE US MARITIME
TRANSPORTATION SECURITY ACT 2002 (MTSA), THE SELLER SHALL BE RESPONSIBLE FOR ANY DEMURRAGE
ACTUALLY INCURRED BY THE BUYER ARISING FROM DELAY TO THE VESSEL AT THE LOADING PORT
RESULTING DIRECTLY FROM THE VESSEL BEING REQUIRED BY THE PORT FACILITY OR ANY RELEVANT
AUTHORITY TO TAKE ANY ACTION OR ANY SPECIAL OR ADDITIONAL SECURITY MEASURES OR UNDERGO
ADDITIONAL INSPECTIONS BY VIRTUE OF THE VESSELS PREVIOUS PORTS OF CALL.
V) THE SELLERS LIABILITY TO THE BUYER UNDER THIS AGREEMENT FOR ANY COSTS, LOSSES OR
EXPENSES INCURRED BY THE VESSEL, THE CHARTERERS OR THE VESSEL OWNERS RESULTING FROM THE
FAILURE OF THE LOADING PORT/TERMINAL/INSTALLATION TO COMPLY WITH THE ISPS CODE OR MTSA
SHALL BE LIMITED TO THE PAYMENT OF DEMURRAGE AND COSTS ACTUALLY INCURRED BY THE BUYER IN
ACCORDANCE WITH THE PROVISIONS OF THIS CLAUSE.
IF EITHER PARTY MAKES ANY PAYMENT WHICH IS FOR THE OTHER PARTYS ACCOUNT ACCORDING TO THIS
CLAUSE, THE OTHER PARTY SHALL WITHIN 30 DAYS REIMBURSE THE PAYING PARTY.
7. PRICE
FOB UNIT PRICE SHALL BE EXPRESSED IN U.S. DOLLARS PER METRIC TON BASIS B/L QUANTITY AND SHALL
BE THE AVERAGE OF MEAN OF PLATTS QUOTATIONS (LOW AND HIGH) FOR 'FO 180 CST 3.5% AS PUBLISHED IN
PLATTS ASIA PACIFIC/ARAB GULF MARKETSCAN UNDER THE HEADING 'FOB SINGAPORE' FOR THE ELEVEN
(11) EFFECTIVE QUOTATIONS CENTERING AROUND BILL OF LADING DATE LE. FIVE (5) QUOTATIONS
IMMEDIATELY PRECEDING THE B/L DATE, THE QUOTATION ON THE B/L DATE, AND FIVE (5) QUOTATIONS
IMMEDIATELY FOLLOWING THE B/L DATE LESS A DISCOUNT OF US$1.00 (UNITED STATES DOLLAR ONE POINT
ZERO ZERO) PER METRIC TONNE.
IF THERE IS NO PLATTS QUOTATION ON B/L DATE, THEN FIVE (5) QUOTATIONS BEFORE AND FIVE (5)
QUOTATIONS AFTER B/L DATE TO BE APPLIED LESS A DISCOUNT OF US$1.00 (UNITED STATES DOLLAR ONE
POINT ZERO ZERO) PER METRIC TONNE.
ANY PUBLISHED CORRECTION TO ANY OF THE RELEVANT QUOTATIONS SHALL BE AUTOMATICALLY APPLIED
FOR PRICING, INVOICING AND PAYMENT PURPOSES.
INVOICING QUANTITY SHALL BE BASED ON THE BILL OF LADING QUANTITY SAVE FOR FRAUD AND/OR
MANIFEST ERROR.

FINAL UNIT PRICE SHALL BE ROUNDED TO THREE (03) DECIMAL PLACES WITH THE THIRD DECIMAL PLACE
TO BE INCREASED TO THE UPPER DIGIT WHENEVER THE FOURTH DECIMAL PLACE IS FIVE OR GREATER THAN
FIVE.
8. PAYMENT
PAYMENT SHALL BE MADE IN UNITED STATES DOLLARS FOR FULL INVOICE VALUE BY AN IRREVOCABLE
DOCUMENTARY LETTER OF CREDIT, ISSUED BY BUYER, ESTABLISHED THROUGH A FIRST CLASS
INTERNATIONAL BANK ACCEPTABLE TO SELLER AND IN A FORMAT ACCEPTABLE TO SELLER WHICH SHALL
NOT BE UNREASONABLY WITHHELD, FOR PAYMENT WITHOUT WITHHOLD, OFFSET, COUNTERCLAIM OR
DEDUCTION 60 (SIXTY) CALENDAR DAYS AFTER THE BILL OF LADING (HEREINAFTER KNOWN AS B/L) DATE
(B/L DATE TO COUNT AS DAY ZERO), AGAINST PRESENTATION OF SELLERS COMMERCIAL INVOICE (EMAIL /
FAX ACCEPTABLE) AND THE NORMAL ORIGINAL SHIPPING DOCUMENTS.
FOR PAYMENT FROM THE 31ST DAY TO THE 60TH DAY (30 DAYS) OF THE BL DATE, INTEREST WILL BE
CHARGED AT 1.7% PER ANNUM AND WILL BE FOR BUYERS ACCOUNT.
THE IRREVOCABLE DOCUMENTARY LETTER OF CREDIT SHALL BE ESTABLISHED IN GOOD ORDER AT LEAST
THREE (3) SINGAPORE WORKING DAYS BEFORE THE FIRST DAY OF THE 3-DAY DATE RANGE. FAILURE BY
BUYERS TO PROCURE THE OPENING OF THE LETTER OF CREDIT AS SPECIFIED ABOVE SHALL CONSTITUTE A
REPUDIATORY BREACH OF THIS CONTRACT GIVING SELLER THE RIGHT TO WITHHOLD THE SHIPMENT
AND/OR DELIVERY OF PRODUCT UNTIL SUCH LETTER OF CREDIT IS RECEIVED IN GOOD ORDER. ANY COST OF
DELAYS FOR SUCH REASON SHALL BE FOR ACCOUNT OF BUYER.
IN THE EVENT THAT ORIGINAL BILL OF LADING AND OTHER USUAL SHIPPING DOCUMENTS ARE NOT
AVAILABLE WHEN PAYMENT IS DUE, PAYMENT TO BE EFFECTED AGAINST PRESENTATION OF SELLER'S
COMMERCIAL INVOICE (EMAIL/FAX ACCEPTABLE) AND SELLER'S LETTER OF INDEMNITY (EMAIL/FAX
ACCEPTABLE) IN A FORMAT ACCEPTABLE TO BUYER. (PLEASE REFER OUR LOI FORMAT AS ATTACHED)
IF DUE DATE FOR PAYMENT FALLS ON A SATURDAY OR NON-MONDAY BANK HOLIDAY IN NEW YORK,
PAYMENT SHALL BE EFFECTED ON THE LAST PRECEDING NEW YORK BANKING DAY. IF THE DUE DATE FOR
PAYMENT FALLS ON A SUNDAY OR MONDAY BANK HOLIDAY IN NEW YORK, PAYMENT SHALL BE EFFECTED
ON THE FIRST FOLLOWING NEW YORK BANKING DAY.
BUYERS PAYMENT OBLIGATION ARISING FROM THE TERMS OF THIS CONTRACT SHALL NOT BE DISCHARGED
UNTIL SELLER HAS RECEIVED PAYMENT IN FULL.
IN THE EVENT ANY AMOUNT THAT IS DUE AND PAYABLE TO SELLER PURSUANT TO THIS CONTRACT BY THE
BUYER IS BLOCKED OR SEIZED BY ANY GOVERNMENTAL AUTHORITY OR AGENCY, WHETHER UNDER LOCAL,
NATIONAL OR INTERNATIONAL LEGISLATIVE ACTS, POWERS, RESOLUTIONS OR SANCTIONS, WHETHER OR
NOT DUE TO BUYERS ACTS, OMISSION OR DEFAULTS, BUYER SHALL REMAIN FULLY LIABLE TO THE SELLER
FOR THE PAYMENT OF ANY AMOUNT OWED TO SELLER HEREUNDER THAT MAY BE BLOCKED OR SEIZED.
WITHIN FIVE (5) WORKING DAYS IN SINGAPORE FROM THE DATE OF SELLERS NOTIFICATION OF NONRECEIPT OF PAYMENT, BUYER SHALL EFFECT THE REQUISITE PAYMENT TO THE SELLER IN THE MANNER
DIRECTED BY SELLER IN ORDER TO FULFILL ITS PAYMENT OBLIGATIONS AS STATED HEREIN. ANY BLOCKAGE
OR SEIZURE SHALL NOT CONSTITUTE GROUNDS OF OBJECTION, DELAY OR DEFENSE FOR THE NON-PAYMENT
OF THE OUTSTANDING AMOUNTS ON THE BUYERS PART. SELLER SHALL HAVE NO RESPONSIBILITY
WHATSOEVER TO ATTEMPT TO RECOVER THE SEIZED OR BLOCKED MONIES.
IN THE EVENT THAT PAYMENT COULD NOT BE SETTLED AGAINST SELLERS INVOICE ON THE DUE DATE,
THEN WITHOUT PREJUDICE TO THE APPLICATION OF ANY OTHER PROVISIONS HEREOF AND / OR TO ANY
OTHER REMEDY AVAILABLE TO SELLER HEREIN OR OTHERWISE, BUYER SHALL PAY SELLER INTEREST ON
THE OVERDUE AMOUNT AT THE PRIME LENDING RATE OF THE CURRENCY IN WHICH THE AMOUNT IS
PAYABLE AS QUOTED BY JP MORGAN CHASE BANK, NEW YORK, ON THE DATE PAYMENT IS DUE PLUS 2%
(TWO PERCENT) PER ANNUM, SUCH INTEREST TO RUN FROM (AND INCLUDING) THE DUE DATE UP TO THE
DATE PAYMENT IS RECEIVED AND CREDITED TO SELLERS ACCOUNT BY SELLERS BANK. SUCH INTEREST
SHALL BE PAYABLE TO SELLER ON DEMAND BY SELLER AND SHALL ACCRUE UNTIL PAYMENT
NOTWITHSTANDING THE TERMINATION OF THE CONTRACT FOR ANY REASON WHATSOEVER. SUCH INTEREST
SHALL IN NO CIRCUMSTANCES BE CONSTRUED AS AN AGREEMENT BY SELLER TO PROVIDE EXTENDED
CREDIT AS A MATTER OF COURSE, AND IS IN ADDITION TO ANY OTHER RIGHTS OF SELLER ARISING OUT OF
SUCH DELAY. THE AMOUNT OF LATE PAYMENT INTEREST PAYABLE TO THE SELLER SHALL BE GROSSED UP
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 LATE PAYMENT
INTEREST DUE.
4

THE FOREGOING SHALL NOT BE CONSTRUED BY BUYER AS AN INDICATION OF SELLERS WILLINGNESS TO

PROVIDE EXTENDED CREDIT AS A MATTER OF COURSE.
ALL BANK CHARGES INCLUDING CORRESPONDENT CHARGE AND REIMBURSEMENT CHARGE IS FOR BUYERS
ACCOUNT. ALL BANK CHARGES AT SELLER'S BANK FOR SELLER'S ACCOUNT.
9. TITLE AND RISK
TITLE TO AND RISK OF THE PRODUCT SHALL PASS FROM SELLER TO BUYER, AS THE PRODUCT PASSES THE
VESSELS PERMANENT FLANGE CONNECTION AT THE LOAD PORT, PROVIDED THAT SELLER RECEIVES THE
LETTER OF CREDIT OPENED BY BUYER IN GOOD ORDER AS REQUIRED BY CLAUSE OF PAYMENT ABOVE.

10. INSURANCE
CARGO INSURANCE SHALL BE ARRANGED BY BUYER AT BUYERS ACCOUNT.
11. LAYTIME
THE TOTAL LAYTIME ALLOWED SHALL BE THIRTY-SIX (36) HOURS, SUNDAYS AND HOLIDAYS INCLUDED
(SHINC). LAYTIME SHALL COMMENCE 6 HOURS AFTER NOR TENDERED AT THE LOADPORT OR WHEN
VESSEL IS ALL FAST ALONGSIDE BERTH, WHICHEVER IS EARLIER, PROVIDED VESSEL TENDERS NOR
WITHIN THE AGREED 3-DAY DATE RANGE. IF THE VESSEL TENDERS NOR PRIOR TO THE 3-DAY DATE
RANGE, THEN LAYTIME TO COMMENCE AT 0600 HRS ON THE FIRST DAY OF THE 3- DAY DATE RANGE OR
WHEN VESSEL IS ALL FAST ALONGSIDE BERTH, WHICHEVER IS EARLIER. IF THE VESSEL TENDERS NOR
AFTER THE 3-DAYS DATE RANGE, THEN LAYTIME TO COMMENCE WHEN VESSEL IS ALL FAST ALONGSIDE
BERTH.
IN ALL CASES, LAYTIME SHALL CEASE UPON DISCONNECTION OF HOSES ON COMPLETION OF LOADING.
NO TIME SHALL COUNT AS LAYTIME UNDER THE FOLLOWING CIRCUMSTANCES:
A) ANY DELAY IN WAITING FOR LOADING DUE TO OWNER S/MASTER S/VESSELS S CONDITIONS
AND/OR FAULT; OR
B) SHIFTING FROM ANCHORAGE TO BERTH.
TIME LOST BECAUSE OF BAD WEATHER PREVENTING LOADING SHALL BE HALF COUNTED AS LAYTIME.
12. DEMURRAGE
DEMURRAGE IF INCURRED SHALL BE AS PER PERFORMING VESSELS ACTUAL CHARTER PARTY RATE PER
DAY OR PRO-RATED FOR PART DAY BUT SUBJECT TO A MAXIMUM DEMURRAGE OF USD 20,000 PDPR.
NO CLAIM FOR DEMURRAGE SHALL BE ENTERTAINED IF A NOTICE OF CLAIM IS NOT RECEIVED BY
SELLER WITHIN 60 DAYS FROM THE B/L DATE AND THE FULLY DOCUMENTED CLAIM (INCLUDING COPY
OF LAYTIME STATEMENT, COPY OF NOR, COPY OF TIME SHEET/STATEMENT OF FACTS, COPY OF CHARTER
PARTY FIXTURE NOTE AND COPY OF OWNERS INVOICE) IS NOT RECEIVED BY SELLER WITHIN 90 DAYS
FROM THE B/L DATE. DEMURRAGE IS ONLY DUE UP TO AMOUNT ACTUALLY INCURRED AND PAID BY
BUYER ON WHOLE VOYAGE.
13. QUANTITY AND QUALITY DETERMINATION
QUALITY AND QUANTITY SHALL BE DETERMINED AT THE LOADPORT BY AN INTERNATIONALLY
ACCREDITED INDEPENDENT INSPECTOR JOINTLY APPOINTED BY THE SELLER AND THE BUYER.
QUALITY SHALL BE BASIS SELLERS LOADPORT SHORETANK(S) SAMPLES TAKEN PRIOR LOADING.
QUANTITY SHALL BE BASIS LOADPORT SHORETANK(S) LOADED QUANTITY AS EVIDENCED IN THE BILL
OF LADING.
THE DETERMINATION BY INDEPENDENT INSPECTOR AT LOADPORT SHALL BE FINAL AND BINDING ON
BOTH PARTIES EXCEPT IN CASES OF FRAUD OR MANIFEST ERROR/OMISSION. THE COST OF THE
INSPECTOR SHALL BE SHARED EQUALLY BY BOTH PARTIES.
THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED OF SATISFACTORY QUALITY, MERCHANTABILITY
FITNESS, OR OTHERWISE EXCEPT THAT THE PRODUCT SHALL MEET THE SPECIFICATIONS AS SET OUT IN
THIS CONTRACT.
15. LAW AND DISPUTES
THE CONSTRUCTION, VALIDITY AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE
LAW OF SINGAPORE TO THE EXCLUSION OF ANY CONFLICT OF LAWS RULES.
ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY QUESTION
REGARDING ITS EXISTENCE, VALIDITY OR TERMINATION SHALL BE REFERRED TO AND FINALLY
6

14. WARRANTIES
RESOLVED BY ARBITRATION IN SINGAPORE TO THE EXCLUSION OF ANY OTHER FORUM OR JURISDICTION,
IN ACCORDANCE WITH THE ARBITRATION RULES OF SINGAPORE INTERNATIONAL ARBITRATION CENTRE
(SIAC RULES) FOR THE TIME BEING IN FORCE WHICH RULES ARE DEEMED TO BE INCORPORATED BY
REFERENCE TO THIS CLAUSE. THE TRIBUNAL SHALL CONSIST OF THREE ARBITRATORS, ONE TO BE
APPOINTED BY THE SELLER, ONE BY BUYER AND THE TWO ARBITRATORS THUS APPOINTED SHALL
CHOOSE THE THIRD ARBITRATOR. THEIR DECISION OR THAT OF ANY TWO OF THEM SHALL BE FINAL AND
BINDING ON BOTH PARTIES. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. THE UN
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (1980) AND THE SALE OF GOODS
ACT SHALL NOT APPLY.
16. FORCE MAJEURE
AS USED HEREIN, THE TERM FORCE MAJEURE SHALL INCLUDE, BY WAY OF EXAMPLE AND NOT IN
LIMITATION, FIRE, WARS OF BELLIGERENT ACTION, RIOTS OR COMMOTIONS, ACTS OF GOD,
NAVIGATIONAL ACCIDENTS, VESSEL DAMAGE OR LOSS, ACCIDENTS AT OR CLOSING OF NAVIGATION OR
TRANSPORTATION MECHANISM, STRIKES, GRIEVANCES, OR ACTIONS BY OR AMONG WORKERS, LOCKOUTS, OTHER LABOR DISTURBANCES, EXPLOSIONS OR ACCIDENTS TO WELLS, PIPELINES, STORAGE
DEPOTS, REFINERY FACILITIES, MACHINERY AND OTHER FACILITIES, ANY CURTAILMENT, FAILURE OR
CESSATION OF SUPPLIES OF THE PRODUCTS FROM ANY OF THE SELLERS OR SUPPLIERS SOURCES OF
SUPPLY FOR ANY REASON (WHETHER OR NOT FOR THE PURPOSE OF THIS CONTRACT), ACTIONS OF ANY
GOVERNMENT, OR BY ANY PERSON PURPORTING TO REPRESENT A GOVERNMENT, OR OTHER CAUSE NOT
REASONABLY WITHIN THE CONTROL OF THE RESPECTIVE PARTIES.
IF EITHER PARTY IS RENDERED UNABLE BY FORCE MAJEURE TO PERFORM OR COMPLY FULLY OR IN PART
WITH ANY OBLIGATIONS OR CONDITION OF THIS CONTRACT, EXCEPT IN RELATIONS TO THE OBLIGATIONS
TO MAKE PAYMENT UNDER THIS CONTRACT, UPON SUCH PARTY'S GIVING WRITTEN NOTICE TO THE
OTHER OF SUCH FORCE MAJEURE WITHIN FORTY-EIGHT (48) HOURS AFTER THE OCCURRENCE OF THE
FORCE MAJEURE EVENT, SUCH PERFORMANCE OR COMPLIANCE SHALL BE SUSPENDED DURING THE
CONTINUANCE OF SUCH FORCE MAJEURE SO CAUSED FOR A MAXIMUM OF THIRTY (30) CONSECUTIVE
DAYS (SUSPENSION PERIOD), AND SUCH PARTY SHALL BE RELIEVED OF LIABILITY AND SHALL SUFFER
NO PREJUDICE FOR FAILURE TO PERFORM THE SAME DURING THE SUSPENSION PERIOD.
IN THE EVENT THAT THE SUSPENSION OF PERFORMANCE SHALL CONTINUE IN EXCESS OF THIRTY (30)
CONSECUTIVE DAYS, THIS CONTRACT IS DEEMED TO BE CANCELLED WITHOUT LIABILITY OF EITHER
PARTY, UNLESS OTHERWISE MUTUALLY AGREED. UPON THE EXPIRY OF THE SUSPENSION PERIOD, ANY
AMOUNT PAYABLE TO ONE PARTY (PAYEE) BY THE OTHER PARTY (PAYER) UNDER THE TERMS OF THIS
CONTRACT, WILL, AT THE OPTION OF PAYEE (AND WITHOUT PRIOR NOTICE TO PAYER), BE REDUCED BY
ITS SET-OFF AGAINST ANY AMOUNT(S) (OTHER AGREEMENT AMOUNT) PAYABLE (WHETHER AT SUCH
TIME OR EN THE FUTURE) BY THE PAYEE TO THE PAYER UNDER ANY OTHER AGREEMENT^) BETWEEN THE
PAYER AND PAYEE (AND THE OTHER AGREEMENT AMOUNT WILL BE DISCHARGED PROMPTLY AND IN ALL
RESPECTS TO THE EXTENT IT IS SO SET-OFF). PAYEE WILL GIVE NOTICE TO THE PAYER OF ANY SET-OFF
EFFECTED UNDER THIS CLAUSE.

17. LIABILITY
NOTWITHSTANDING ANY OTHER CLAUSE IN THE CONTRACT, NEITHER BUYER NOR SELLER SHALL BE
LIABLE WHETHER IN TORT OR CONTRACT INCLUDING THROUGH NEGLIGENCE OR OTHERWISE FOR ANY
CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING BUT NOT
LIMITED TO LOSS OF PROFIT, LOSS OF USE AND LOSS OF INTEREST) ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE CONTRACT, ITS IMPLEMENTATION, PERFORMANCE OF OR FAILURE TO PERFORM
THE CONTRACT.
18. TAXES
BUYER SHALL PAY ANY AND ALL TAXES, FEES, DUTIES OR ASSESSMENT IMPOSED BY GOVERNMENTAL
AUTHORITY ON THE USE OF THE PRODUCT AT LOAD PORT. GOODS AND SERVICES TAX, IF AND WHERE
APPLICABLE, SHALL BE FOR THE ACCOUNT OF BUYER.
19. ASSIGNMENT
NEITHER SELLER NOR BUYER SHALL ASSIGN THE WHOLE OR ANY PART OF ITS RIGHTS AND OBLIGATIONS
HEREUNDER DIRECTLY OR INDIRECTLY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY
EXCEPT SELLER SHALL HAVE THE RIGHT TO ASSIGN TO ITS DESIGNATED FINANCING BANK ITS RIGHTS TO
THE PROCEEDS OF THE INVOICE UNDER THE CONTRACT.
20. THIRD PARTY RIGHTS
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 (RIGHTS OF THIRD
PARTIES) ACT (CHAPTER 53B) (2002), BY ANY PERSON WHO IS NOT A PARTY TO THIS CONTRACT.
21. HEALTH, SAFETY, ENVIRONMENT:
(1) THE BUYER SHALL PROVIDE ITS EMPLOYEES, USERS AND CUSTOMERS WITH HEALTH, SAFETY
AND ENVIRONMENTAL INFORMATION IN RELATION TO THE PRODUCT TO BE DELIVERED AND/OR
USED. 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.
(2) THE BUYER SHALL AT ALL TIMES COMPLY WITH ANY OBLIGATIONS, REQUIREMENTS,
RECOMMENDATIONS AND/OR INDUSTRY BEST PRACTICES WHETHER MADE BY THE SELLER OR
CONTAINED IN ANY LAW, STATUTE, DIRECTIVE OR REGULATION OF ANY TERRITORY, STATE OR
JURISDICTION IN OR THROUGH WHICH THE PRODUCT MAY BE DELIVERED, SOLD, TRANSPORTED OR
USED AND ALL GOVERNMENT, STATE OR LOCAL REGULATIONS AT THE PORT SUCH AS, BUT NOT
LIMITED TO, THOSE RELATED TO FIRE, OR LOSS OF PRODUCT.
(3) IF AN ESCAPE, SPILLAGE OR DISCHARGE OF PRODUCT (HEREINAFTER REFERRED TO AS A SPILL)
OCCURS WHILE PRODUCT IS BEING DELIVERED TO BUYER HEREUNDER, BUYER WILL PROMPTLY
TAKE SUCH ACTION AS IS REASONABLY NECESSARY TO REMOVE THE PRODUCT AND MITIGATE THE
EFFECTS OF SUCH SPELL. HOWEVER, NOTWITHSTANDING THE CAUSE OF SUCH SPILL, SELLER OR ITS
SUPPLIER IS HEREBY AUTHORISED, AT ITS OPTION, UPON NOTICE TO BUYER, OR THE RECEIVING
VESSEL, TO TAKE SUCH MEASURES, EITHER IN COOPERATION WITH BUYER, OR EXCLUSIVELY AS THE
SOLE PARTY, AND INCUR SUCH EXPENSES (WHETHER BY EMPLOYING ITS OWN RESOURCES OR BY
CONTRACTING WITH OTHERS) AS ARE REASONABLY NECESSARY, IN THE JUDGMENT OF SELLER OR
ITS SUPPLIERS TO REMOVE THE PRODUCT AND MITIGATE THE EFFECTS OF SUCH SPILL. IF SELLER
HAS EXERCISED ITS OPTION TO REMOVE THE PRODUCT AND MITIGATE THE EFFECT OF SUCH SPILL,
BUYER AGREES TO COOPERATE AND

RENDER SUCH ASSISTANCE AS IS REQUIRED BY SELLER IN THE COURSE OF SUCH ACTION. ANY
EXPENSES, DAMAGES, COSTS, FINES AND PENALTIES ARISING FROM ESCAPE, SPILLAGE, DISCHARGE
OR POLLUTION OF PRODUCT SHALL BE PAID BY THE PARTY THAT CAUSED SUCH ESCAPE, SPILLAGE,
ETC BY A NEGLIGENT ACT OR OMISSION. IF BOTH PARTIES HAVE ACTED NEGLIGENTLY, ANY
EXPENSES ETC SHALL BE DIVIDED BETWEEN THE PARTIES IN ACCORDANCE WITH THE RESPECTIVE
DEGREE OF NEGLIGENCE. BUYER ALSO AGREES TO GIVE, OR CAUSE TO BE GIVEN, TO SELLER, ALL
SUCH DOCUMENTS, AND OTHER INFORMATION CONCERNING ANY SPILL, OR ANY PROGRAMME FOR
THE PREVENTION THEREOF, WHICH ARE REQUESTED BY SELLER, OR REQUIRED BY LAW OR
REGULATION APPLICABLE AT THE TIME AND PLACE WHERE SELLER DELIVERS THE PRODUCT TO
BUYER.
(4) THE BUYER SHALL INDEMNIFY AND KEEP INDEMNIFIED THE SELLER AGAINST ANY LIABILITY,
CLAIM OR PROCEEDINGS WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY FAILURE BY
THE BUYER TO COMPLY WITH ITS OBLIGATIONS UNDER THIS CLAUSE.
22. OTHER TERMS AND CONDITIONS
ALL OTHER TERMS AND CONDITIONS WERE NOT IN CONFLICT WITH THE ABOVE, SHALL BE AS PER
INCOTERMS 2000 WITH LATEST AMENDMENTS FOR FOB SALE/PURCHASE.

FOR THE BUYER

FOR THE SELLER

NGUYEN QUANG TUAN

Managing Director