Bunker Fuels | Standard Trading Conditions (part 2)

ANTI-CORRUPTION

§ 30

30.1 The Parties agree, and each Party individually warrants and undertakes, that in connection with the performance of the Sales Agreement they shall each:

a) comply at all times with all applicable anti-corruption legislation (including but not limited to United Kingdom’s Bribery Act 2010 and any similar legislation in the United States of America or any other relevant jurisdiction relating to anti-bribery or anti-money laundering) and have procedures in place that are, to the best of its knowledge and belief, designed to prevent the commission of any offence under such legislation by any member of its organisation or by any person providing services for it or on its behalf; and

b) make and keep books, records, and accounts which in reasonable detail accurately and fairly reflect the transactions in connection with the Sales Agreement.

30.2 If a demand for payment, goods or any other thing of value (“Demand”) is made to either Party by any official, any contractor or sub-contractor engaged by or acting on behalf of either Party or any other person not employed by either Party and it appears that meeting such Demand would breach any applicable anticorruption legislation, then the Party receiving the Demand shall notify the other Party as soon as practicable and the Parties shall cooperate in taking reasonable steps to resist the Demand.

30.3 If either Party fails to comply with any applicable anti-corruption legislation it shall defend and indemnify the other Party against any fine, penalty, liability, loss or damage and for any related costs (including, without limitation, court costs and legal fees) arising from such breach.

30.4 Without prejudice to any of its other rights under the Sales Agreement, either party may terminate the Sales Agreement without incurring any liability to the other Party if:

a) at any time the other Party or any member of its organisation has committed a breach of any applicable anti-corruption legislation in connection with the Sales Agreement; and

b) such breach causes the non-breaching Party to be in breach of any applicable anti corruption legislation. Any such right to terminate must be exercised without undue delay.

30.5 Each Party represents and warrants that in connection with the negotiation of the Sales Agreement neither it nor any member of its organisation has committed any breach of applicable anti-corruption legislation. Breach of this Clause 30.5 shall entitle the other Party to terminate the Sales Agreement without incurring any liability to the other.

EUROPEAN UNION GENERAL DATA PROTECTION REGULATION 2016/679 (GDPR)

§ 31

The Buyer warrants and undertakes to fully comply with the European Union (EU) General Data Protection Regulation 2016/679 when handling all/any applicable information received from the Seller.

ADDITIONAL PROVISIONS

§ 32

32.1 No term under the Sales Agreement shall be enforceable, by virtue of The Contracts (Rights of Third Parties) Act 1999, by any person other than the Buyer or Seller.

32.2 The United Nations Convention on Contracts for the International Sale of Goods of Vienna, 11 April 1980 shall not apply to the Sales Agreement.

32.3 Neither Party shall disclose to third parties any confidential information relating to pre-contractual discussions and/or the terms and conditions of the Sales Agreement, except with the prior written consent of the other Party, which shall not be unreasonably withheld, or to the extent required by law, or by a request of a government or its agency thereof.

32.4 The Parties shall take reasonable precautions to ensure that no unauthorised disclosure of confidential information takes place.

32.5 If a Party is uncertain as to whether information is confidential, the Seller or the Buyer (as the case may be) shall consult with the other Party.

32.6 Should either Party be required by law to disclose confidential information, the disclosing Party will, where permitted, notify the other Party and shall disclose only the minimum confidential information required to satisfy legal requirements.

32.7 Information is not confidential for the purposes of this Clause if it was in the possession of the Party prior to receipt from the other Party; becomes publicly available other than as a result of a breach of the Sales Agreement by one of the Parties; or is lawfully received from a third party.

32.8 The Buyer shall enforce a company drug and alcohol policy on board the Receiving Vessel.

32.9 Such company drug and alcohol policies shall meet or exceed the standards in the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended.

32.10 The Buyer’s personnel shall comply with the Seller’s or Physical Supplier’s drug and alcohol policy in force on board the Supplying Vessel and/or Supplying Vehicle.

32.11 Both Parties acknowledge and agree that the selling, possession, distribution, use or being under the influence of alcohol or any controlled substance or dangerous drugs other than those medically prescribed is prohibited.