General Sales Conditions for Marine Products
The General conditions contained in the attachment are applicable to all Marine Products sold by Eni S.p.A. – Rome,
Italy to ship builders, traders and any other individuals. Unless otherwise stated in writing, Eni’s General Conditions
are applicable to all Marine Products sold in Italy and abroad.
1. Area of application
2. Definitions
3. Objective
4. Integrations
5. Delivery, ownership and risks
6. Obligations of the parties
7. Quantity
8. Quality
9. Price
10. Charges
11. Billing
12. Payment
13. Taxes
14. Guarantee
15. Utilisation of the bunker
16. Agents
17. Communications
18. Health, safety and the environment
19. Complaints
20. Force majeure
21. Unforeseen onerous events
22. Amicable settlement
23. Cancellation
24. Disposal
25. Applicable laws and competent court
26. Administrative responsibility clause
27. Other Terms and conditions
28. Attachments
1. Area of application
1.01 The General Conditions outlined below are applicable to all sales of Marine Products by Eni
S.p.A. – Rome, Italy to ship builders, traders and any other individuals.
1.02 Unless otherwise stated in writing, Eni’s General Conditions are applicable to all Marine
Products sold in Italy and abroad.
2. Definitions
Purchaser The company that orders the fuel as well as the owner of the boat the Bunker has been ordered
for.
Subsidiary Any company that is financially and/or commercially controlled by or incorporated by Eni S.p.A.
Divisione Refining & Marketing, or that is controlled by a company controlled by Eni S.p.A..
Barrel 42 US gallons at 60° F and 15° C
Bad weather Strong winds, cross currents, unfavourable sea and/or atmospheric conditions such as
excessive heat, fog, rain, rough seas and/or any other event that obstructs refueling operations
and/or makes it difficult for a boat to dock.
Bunker confirmation Contract telex or other form of agreement which includes the present General Conditions.
Contract The Bunker Confirmation, these General conditions and the attached documents.
F.O.B. The returned goods term that is part of the Incoterms published by the ICC in 2000 and
subsequent amendments.
Independent A single individual or company that is a third party in relation to the Parties and whose fees are
inspector divided equally (50/50) by the Parties.
Independent A laboratory that is a third party in relation to the Parties and whose fees are divided equally
laboratory (50/50) between the parties.
Purchaser’s boat Every and any boat nominated by the Purchaser whether owned, operated, rented, run or
controlled by third parties and/or an eventual affiliate or sister company.
Business hours Business hours conform to the specific port regulations or, in the absence of such regulations,
are set at 08.00 to 17.00.
Mooring A mooring, quay, anchorage, underwater line, individual mooring or quay, specific off-shore area
or any other place for loading or unloading indicated by the Purchaser.
Party The Vendor or Purchaser, depending on the context.
Parties The Vendor and Purchaser collectively.
Marine products Oil, diesel oil and marine diesel, also referred to as the Product and/or the Bunker.
Vendor Eni S.p.A. Divisione Refining & Marketing and/or affiliates including those based abroad.
3. Objective
The Vendor is obliged to sell and the Purchaser is obliged to buy the Marine Products defined in
article 1 that are to be consigned to one or more ports in accordance with the conditions
indicated here below and in the Bunker Confirmation.
4. Integrations
4.01 The present General Conditions and the attached documents contain all the terms and details
the Parties have agreed on with regard to the sale of Marine Products, and neither of the Parties
to this contract have been persuaded to sign the present contract or any other document on the
basis of a statement or promise that is not included in them.
4.02 The present General Conditions, even though not referred to in the telex, are applicable to all
sales of Marine Products and can only be modified or integrated by the Parties in writing.
4.03 the present General conditions have been presented to the Purchaser or at least shown to the
Purchaser. However, should any individual Purchaser, for whatsoever reason, not have a copy
of the General conditions of Eni S.p.A. Refining & Marketing
5. Delivery, ownership and risks
5.01 If a barge is used to deliver the Product and the Vendor is the renter of that barge, the risks
pertaining to the Product and the ownership is transferred to the Purchaser when the Product
crosses the fixed flange connecting the onboard pipe to the pipe on the barge. The Purchaser is
responsible for any risks involved during the operations to connect and disconnect the pipes.
5.02 If a barge is used to deliver the product and the Vendor is not the renter of that barge, the risk
pertaining to the Product and the ownership is transferred to the Purchaser F.O.B., which
means when the Product crosses the flange on the barge when the barge is being loaded.
5.03 If a tanker is used to deliver the product, the risk pertaining to the Product and the ownership is
transferred to the Purchaser at destination, except in cases where it has been expressly agreed
that this will take place when the tanker is being filled up.
5.04 All deliveries will take place weather permitting and will be subject to vessel priority, if it exists,
and to business hours. If the vessel arrives outside business hours, all supplementary costs will
be the responsibility of the Purchaser.
5.05 The Vendor will not be responsible for any costs, losses or demurrage day due to congestion at
the terminal or to the unavailability of a barge to deliver the Product.
5.06 Off-shore delivers are subject to confirmation by the captain of the barge that weather conditions
are suitable for this, in accordance with port offshore fuelling regulations. Should it not be
possible to deliver the Marine Product as a result of the decision of the barge captain, the
Vendor is not responsible for either the missed or late delivery.
6. Obligations of the parties
6.01 The Purchaser is responsible for:
6.01.01 Providing a safe mooring. All costs due to congestion at the terminal or mooring are the
responsibility of the Purchaser.
6.01.02 Paying all port costs and fees.
6.01.03 Checking and guaranteeing that the vessel’s tanks are clean and suitably ready to receive the
Product from every point of view.
6.01.04 Checking that any Bunker that may already be onboard is compatible with the Bunker ordered
from the Vendor. The Vendor is not responsible for any problems caused by the incompatibility
of the two products.
6.01.05 Informing the Vendor of the exact time of the Bunker delivery. Any failure by the Purchaser to do
this will free the Vendor from any obligation to deliver the Product and the relative order will be
considered cancelled.
6.01.06 Receiving delivery of the Bunker in good time. The Purchaser is responsible for guaranteeing
that the Vendor is not liable for any eventual costs or demurrage charges for the barge or for
any overtime hours incurred by the tanker due to any delay in taking delivery of the product.
6.01.07 Paying the cost of the bunker and the costs indicated in article 10.
6.01.08 Should the vessel, for whatsoever reason, arrive more than three days after the ETA contained
on the Bunker Confirmation, the Purchaser must reimburse the Vendor for all costs and charges
due to the late arrival of the vessel, it being understood that in such cases the Vendor is no
longer obliged to deliver the Bunker.
6.01.09 Paying all costs and reimbursing the Vendor for all expenses and charges arising from the
Purchaser’s failure to comply with one or more obligations contained in paragraph 6.1.
6.02 The Vendor is responsible for:
6.02.01 Checking that the Product to be delivered conforms to the exact order.
6.02.02 Delivering the Bunker to the Purchaser in accordance with the agreed terms.
6.02.03 Delivering to the Purchaser the quantity requested in conformity with paragraph 7.1.1, it being
understood that the calculation of the agreed quantity conforms to paragraphs 7.1.3 and 7.1.4.
6.02.04 Issuing a formal invoice when the Bunker has been delivered.
7. Quantity
7.01 Calculating the quantity.
7.01.01 The quantity bought is that indicated in the Purchaser’s order that is sent either directly to the
Vendor or through an agent/broker and confirmed by the Vendor to the Purchaser or to the
agent/broker.
7.01.02 If the Purchaser requests a change to the quantity to be delivered after the Bunker Confirmation
has been sent by the Vendor, the Vendor will do all it can to satisfy the Purchaser’s request but
will not be obliged in any way to deliver a greater quantity than that indicated in the Bunker
Confirmation.
7.01.03 The quantity is that shown on the indicator or measurer at the terminal or on the barge. This
figure is binding for both Parties, unless the Purchaser’s representative makes a specific note
querying this on the waybill.
7.01.04 If the quantity of the bunker has to be checked by local customs authorities, the binding quantity
will be the amount resulting from the customs check and this will subsequently be indicated on
the relative document provided by the customs authorities.
7.01.05 The Purchaser has the right to be present when the quantity is measured.
7.01.06 If there is any dispute regarding the quantity delivered, the Parties must immediately nominate
an independent inspector to be responsible for verifying the quantity effectively delivered and
whose decision is definitive and binding for the Parties, unless a fraud can be shown to have
taken place or an error on the part of the inspector. The cost of this checking procedure will be
divided equally between the Parties.
7.02 Adjustments
7.02.01 The Vendor will make any necessary adjustments and the volume billed will be corrected should
there be more than 1% of water and sediment present in the bunker oil or in the intermediary
bunker oil.
7.02.02 The volume billed will be at 60°F or 15°C. The volume at the delivery temperature will be
checked by means of the following ASTM-IP measuring table:
a) Adjustment to 60°F: ASTM-D 1250 (IP200) (American edition) Table 6;
b) Adjustment to 15°C: ASTM-D 1250 (IP200) (Metric edition) Table 54 with density of 15°C and
specific gravity of 60°F adjusted as in Table 3.
8. Quality
8.01 The quality will be determined by the Parties in the Bunker Confirmation and will be that
generally offered by the Vendor and readily available for similar uses at the delivery destination.
The grades that are made available by the Vendor at every port will be indicated in Eni’s Marine
Bunkering Services or in other publications produced by the Vendor and communicated to the
Purchaser, and the Purchaser is responsible for checking this information before signing the
contract.
8.02 The Vendor is not responsible should the quality referred to in paragraph 8.1 not be available
but must inform the Purchaser and may offer the Purchaser the grades and quantities available
at that time.
8.03 In order to check the quality, three samples will be taken from the Bunker that is to be delivered
and all three of these will be stored for two months: one of these samples is for the Vendor, one
for the Purchaser and the third is kept in storage by Eni and made available for inspection if
necessary by an Independent Laboratory. The samples are to be taken from the barge tank or
from the connecting flange of the barge pipe. No other sample will be considered representative
for the seller and all samples will be sealed and countersigned by both parties and the captain of
the vessel.
8.04 Should there be a dispute about the quality delivered, the Parties carry out tests on the samples
they hold. If the results of the quality analysis differ and the Parties cannot come to an
agreement, paragraph 10 of EN ISO 4259 regulations is applied.
9. Price
The Price is the amount applied by the Vendor at the time of delivery and at the delivery point, as established by the
Vendor in the Bunker Confirmation.
10. Charges
Apart from the price of the Marine Products, the Purchaser is liable for the payment of:
a) The cost of the barge, if delivered by barge;
b) The cost of the tanker, if delivered by tanker;
c) The eventual mooring and de-mooring costs , agency fees and port fees that the Vendor may incur for supply boats.
d) Eventual payments and/or taxes paid by the Vendor or for which the Vendor is responsible relating to delivery of the
Marine Products.
e) Any supplementary costs borne by the Vendor for overtime payments.
11. Billing
11.01 An Invoice will be sent by either authorized courier or post, with a copy being sent either by telex
or e-mail.
11.02 The Vendor will issue an invoice based on the weight indicated on the customs/fiscal
documents.
11.03 The invoice will state the price of the products and will include all the data, in particular:
- The Product and the quantity delivered;
- The customs situation;
- The delivery base and terms.
12. Payment
12.1 Payment to the Vendor for the Marine Product delivered must be made either in US dollars or,
should the Vendor choose, in euros within 30 days of delivery of the Bunker, unless a different
time period is indicated in the Bunker Confirmation.
12.2 Payment to the Vendor must be made by direct-debit to the bank indicated by the Vendor.
12.3 If payment is not made by the Purchaser within the time limit referred to in paragraph 12.1, the
Vendor will charge the Purchaser interest in accordance with the provisions of EU Directive
2000/35.
12.4 If the payment expiry dates falls on a Saturday, payment is due on the first working day before
that date; if the payment expiry date falls on a Sunday or a Bank Holiday, payment is due on the
first working day after that date.
13. Taxes
13.1 Taxes, duties and all other forms of governmental fees of any type or name (henceforth referred
to as “taxes”) directly or indirectly applicable to the Marine Products in question are at the
Purchaser’s expense.
13.2 Should the Vendor pay any amount of tax that is at the expense of the Purchaser, the Purchaser
must reimburse the amount on request.
14. Guarantee
The Purchaser guarantees to exonerate the Vendor from any consequences and/or responsibility deriving from any use
whatsoever of the Product by the Purchaser after the Product has been delivered to the Purchaser.
15. Utilisation of the bunker
Without prejudice to the guarantee referred to in paragraph 14, the Purchaser is obliged to guarantee that the Marine
Products supplied by the Vendor to the Purchaser will be utilised by the Purchaser exclusively for the vessel that has
been refueled.
16. Agents
16.1 Without prejudice to the Purchaser’s responsibilities as set out in these General Conditions, if
the Contract is signed by a representative of the Purchaser, whether or not this is declared or
not, the representative is responsible for the obligations taken on by the Purchaser in
accordance with the Contract.
16.2 The Contract is applicable even if the delivery is not delivered directly by the Vendor but by a
third party acting as an agent or representative of the Vendor.
17. Communications
17.1 Any communications pertaining to this contract that need to be sent to the Vendor, with the
exception of those communications that are usually only sent to the Vendor’s local agents
and/or representatives, are to be sent to Eni S.p.A. Divisions Refining & Marketing MARINE
SERVICE – ROME.
17.2 If the Bunker Confirmation contains a different address, the communications referred to above
must be sent to that address and to the address referred to in paragraph 17.1.
17.3 If the contract is signed by an agent and/or representative of the Purchaser, any commercial
communication that needs to be sent to the Purchaser will be sent to the aforementioned agent
and/or broker, who it is presumed is operating as the representative of the Purchaser, to the
address specific in the contract, unless the Purchaser specifically requests to be informed of
such a communication, in which case the communication will also be sent to the registered also
to the buyers registered offices.
17.4 Commercial communications that must be sent in conformity with the Contract must be
delivered or sent by either ordinary post, registered letter, telegram, other telegraphic means or
e-mail.
17.5 Once the addressee has received the communication referred to above, the matter is
considered closed. Any communication relating to the cancellation of the Contract must be sent
by registered letter.
18. Health, safety and the environment
18.1 The Purchaser is responsible for providing its employees, agents, sub-contractors and any other
individual who utilises or may come into contact with the Product supplied and covered by these
General Conditions with the attached HSE information, and the Purchaser must ensure that any
recommendation about the use of that Product contained in the HSE information is implemented
by the individuals referred to above. With reference to Products covered by these General
Conditions, from the time the risks and ownership are transferred, the Purchaser must ensure
that all the obligations, requisites or recommendations concerning health, safety and the
environment relating to the Product are respected in accordance with the law, regulations,
provisions or rules in force at the time or in application in any locality where the Purchaser or
individuals who work on behalf of the Purchaser utilise or come into contact with the Product.
18.2 The Purchaser must guarantee to exonerate the Vendor from responsibility, damages
complaints or losses directly deriving from or relating to any eventual failure of any nature
whatsoever to conform to the obligations set out in this article. The observance on the part of
the Purchaser of the recommendations contained in the HSE information does not free the
Purchaser from the obligation to comply with any other obligation or recommendation relating to
the Product in accordance with any law, regulations, provision or rule in any locality, country,
state or jurisdiction nor from any responsibility deriving from the failure to comply with the said
obligations and recommendations. The Vendor will not be responsible in any way for any
eventual losses, damages or injury deriving from any danger inherent in the very nature of the
Product.
18.3 The Vendor reserves the right, but without this in any way implying the acceptance of any form
of responsibility or obligation, to cancel, terminate or suspend the supply of the Product if the
Purchaser infringes, by actions or omissions, the contents of this clause or if the Vendor has
reason to believe that the actions, activities, operations or operational systems put into practice
by the Purchaser or on behalf of the Purchaser relating to the Product are or could be
dangerous for the health, safety and/or protection of the environment in accordance with local
provisions.
19. Complaints
19.1 Any complaint whatsoever deriving from or relating to the Marine Products delivered is void if it
is not presented by the Purchaser to the Vendor within 8 days of delivery of the Product.
19.2 Without prejudice to the above, any complaint is void if it is not supported by the following
documentation and if the procedures described below are not adhered to:
Quantity
a) A written reservation signed by the Captain on the waybill before the vessel departs
explaining the presumed difference in the quantity delivered;
b) A request to the Vendor to carry out a joint check, on condition that the quantitative difference
in question is exclusively that verified by the Independent Inspector referred to in paragraph
7.1.6.
Quality
a) A formal request by the Purchaser, indicating and describing the basis of the complaint;
b) A written request to the Vendor to proceed with the checks referred to in paragraph 8.4.
20. Force majeure
20.1 The Vendor and the Purchaser are not responsible for lateness or failure to honour the present
Contract when the execution of it is impeded either totally or partly by force majeure, which in
this case means any event outside the reasonable control of the Parties including, merely by
way of example, natural calamities, wars (whether declared or not), civil unrest, earthquakes,
the breakdown or suspension of production, manufacturing, sales and delivery structures,
strikes involving the Vendor’s employees and/or the Purchaser’s employees, a lack of raw
materials and/or transportation, exceptional weather conditions and the closure or limited
operation of electricity power stations and/or reception structures.
20.2 If one of these accidental events should impede or delay the execution of the contract by one of
the Parties, the Party in question must inform the other Party with all due haste.
20.3 The Party who is delayed in fulfilling the Contract must inform the other Party of the approximate
length of the accidental event that has caused the delay, if possible, and must take all
reasonable steps to eliminate or minimize the consequences of the delay.
20.4 If the Contract is impeded or delayed for more than 5 days, it is considered to be rescinded and
the Parties are free from their respective obligations.
20.5 There is no obligation to recover at a later date any quantity not sold or not purchased as a
result of such an accidental event.
21. Unforeseen onerous events
21.1 The Parties agree that events could occur that are not foreseeable at the time the Contract is
signed and are not attributable to either Party that would make the Contract excessively
onerous for one of the Parties.
21.2 In the case provided for in paragraph 21.1, the Parties must take all reasonable steps to reach
an agreement on the measures to adopt with reference to the extraordinary onerous events. If it
is not possible to eliminate the cause, the Party that is called on to deal with the onerous event
can cancel the Contract in accordance with articles 1467 and subsequent articles of the Civil
Code.
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22. Amicable settlement
22.1 The Parties agree to come to an amicable settlement regarding any eventual dispute arising
from or connected to the Contract that does not refer to the quantity and/or quality of the
delivered Product, which is already regulated by paragraph 19, within 90 days of the dispute
arising.
22.2 With reference to the contents of paragraph 22.1, the complainee must inform the other Party of
the nature of the complaint within 15 days of the complaint arising and must ask to make an
appointment to meet the representative of the other Party.
22.3 Within 15 days of the communication referred to in 22.2, the Party who receives the complaint
must either accept or refuse the complaint and, if refused, nominate a representative.
22.4 The representatives of the two Parties must meet within 40 days of the complaint arising and
must take all steps to settle the complaint, and in any case they must inform the other Party of
the result of the meeting within 20 days.
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23. Cancellation
23.1 the present contract can be cancelled in accordance with article 1456 of the Civil Code should
one of the Parties declare bankruptcy or similar.
23.2 The cancellation will take place without prejudice to other safeguards and/or compensation one
Party has the right to on the basis of the Contract or the law. Any rights and obligations in force
at the moment of cancellation are not affected
24. Disposal
24.1 The present contract cannot be disposed of by one of the Parties to a third party without the
written consent of the other Party.
24.2 The disposal of the present Contract by the Vendor to one of its affiliates/subsidiaries is allowed
without the necessity of the consent of the Purchaser and will come into effect once a written
communication outlining the disposal is sent by the Vendor to the Purchaser.
25. Applicable laws and competent court
25.1 Unless otherwise specifically agreed on in writing, the Contract and its interpretations, execution
and application are subject to Italian law.
25.2 The competent court is Rome.
26. Administrative responsibility clause
The Purchaser declares to be fully aware of the Italian laws and regulations currently in force relating to the
“administrative responsibility” of legal persons and, in particular, to be fully aware of the provisions of Legislative
Decree 231 of 8 June 2001. In relation to this, the Purchaser ascertains to have received the “Principles of Model 231”
document published by the Vendor and attached to the present General Conditions, which outlines the principles
established by the abovementioned Decree and describes Eni’s internal structure and the procedure adopted by Eni
aimed at avoiding to commit, or attempting to commit the offences referred to in the said Decree.
27. Other terms and conditions
27.1 Should there be any conflict between the contents of the Bunker Confirmation and these
General Conditions, the Bunker Confirmation will prevail.
27.2 The 2000 edition of Incoterms for FOB deliveries containing the most recent amendments is
applicable. Should there be any conflict between the provisions of the contract and the
Incoterms, the Contract will prevail.