Terms & Conditions

GENERAL TERMS AND CONDITIONS FOR SALE/PURCHASE OF HYDROCARBONS
Unless otherwise agreed in writing by UET Worldwide, LLC or one of its Affiliates (collectively, “UETW”), these General Terms and Conditions (“GTC”) shall be incorporated into all agreements with UETW for the purchase and sale of Hydrocarbons (collectively, the “Agreement”), and govern the transaction between the parties acknowledged through the applicable UETW Sale or Purchase Confirmation (“Confirmation”) The terms and conditions expressed in the Confirmation along with those expressed in this GTC constitute the full and complete agreement between the parties to this Agreement (each, a “Party” and together the “Parties”), and this Agreement supersedes, and cannot be contradicted by, any prior agreements, proposals, understandings or any contemporaneous agreements, oral or otherwise pertaining to the relevant Transaction.

1. DEFINITIONS –
a. Affiliate: means, with respect to any entity, another entity which is controlled by such entity. For this purpose, “control” means the direct ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interest having ordinary voting power.

b. Anti-Corruption Laws: means all laws, rules, and regulations of any jurisdiction applicable to any Party from time to time concerning or relating to bribery or corruption, including without limitation the UK Bribery Act, the United States Foreign Corrupt Practices Act and the Canadian Corruption of Foreign Public Officials Act.

c. Anti-Money Laundering Laws/Anti-Terrorism Laws: means any legal requirement relating to money laundering or terrorist financing, including, without limitation, the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act); Laundering of Monetary Instruments, 18 U.S.C. Section 1956; Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. Section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations, 31 C.F.R. Part 103; Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001) issued by the President of the U.S. (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); Part II.1 of the Criminal Code (Canada); regulations promulgated pursuant to the Special Economic Measures Act (Canada); the United Nations Act (Canada); and the Justice for Victims of Corrupt Foreign Officials Act (Canada) and any similar legal requirement currently in force or hereafter enacted.

d. API: means American Petroleum Institute.

e. ASTM: means American Society for Testing Materials

f. Banking Day: Means a day upon which major banks are open for banking business in the place(s) where payment is required to be made or received hereunder.

g. Bills of Lading: means the document of title which evidences a contract of carrier undertakes to deliver the Product at destination.

h. Buyer: means the buyer of the Product as specified in the Confirmation.

i. Charter Party: Means the legal entity that has chartered the applicable vessel from its owner.

j. Constructively Placed: means when the Container is placed on the instructed chassis if the receiving modality is truck or rail and otherwise means the placement of the Container in an accessible position for loading or unloading at the Loading Terminal or Discharge Terminal as applicable in accordance with law and terminal procedures and requirements.

k. Container: means a legally compliant ISO container for the specified Product with a minimum capacity as specified in the Confirmation.

l. Container Sample: means a legally compliant sample taken from the Container into a legally compliant sampling container which maintains pressure requirements as mandated under applicable law.

m. Costs: means brokerage fees, commissions and other transactional costs and expenses reasonably incurred by the non-defaulting Party either as a result of terminating any hedges or other risk management contracts and/or entering into new arrangements to replace the Terminated Transactions and attorneys’ fees and court costs incurred by the non-defaulting Party in connection with enforcing its rights under Section 23 of this Agreement.

n. Day: means a calendar day in the time zone where payment is required to be made or received hereunder.

o. Delivery: means the time when title and risk of loss transfer to the Buyer pursuant to Section 10 . “Delivery” is deemed to include “procure to be delivered” and the term “delivery” shall be construed accordingly, and “deliverable and delivered” shall be similarly
construed.

p. Discharge Date or Discharge Date Range: means the Day or range of Days made when the vessel or barge is expected to discharge as specified in the Confirmation.

q. Discharge Terminal: means the place in a safe port or ports and/or the receiving facilities at which the Product is, or is to be, discharged/delivered.

r. ETA: means Estimated Time of Arrival.

s. GTC: means this General Terms and Conditions for Sale/Purchase of Chemicals in Bulk Liquid form.

t. Incoterms: means The 2020 International Commercial Terms as issued by the International Chamber of Commerce. In case of inconsistency between said Incoterms and this Agreement, this Agreement shall prevail. In the event of a conflict between the Confirmation and an Incoterm, the Confirmation shall prevail.

u. Liquified Petroleum Gas or LPG: means i) liquified propane gas that reaches a liquid state at or near a temperature of minus 44⁰ Celsius when at a pressure of one atmosphere absolute in a saturated state; or the specification used by the Loading Terminal authority, ii) liquified butane gas that reaches a liquid state at or near a temperature of minus 4⁰ Celsius when at a pressure of one atmosphere absolute in a saturated state or the specification used by the Loading Terminal authority or, iii) such other liquified petroleum gas mix consisting primarily consisting of propane or butane as may be specified in the Confirmation.

v. Loading Terminal: means the place in a safe port or ports and/or the loading facilities at which the Product is or is to be loaded.

w. Month: means a calendar month in the time zone where payment is required to be made or received hereunder.

x. MSDS: means the Material Safety Data Sheet containing the information which is in compliance with the applicable laws and regulations of the country in which the Loading Terminal is located.

y. N.O.R.: means the valid notice of readiness submitted by the vessel master or its agent when the vessel arrives at the Loading Terminal or the Discharge Terminal confirming that (i) the vessel has arrived at such terminal; (ii) has completed all formalities, including any required inspections (including Coast Guard inspections); and (iii) is in all ways ready, legally and operationally, to proceed to commence cargo operations. If these conditions are not met, the NOR shall be considered invalid and the vessel must re-tender NOR at such time as the conditions are met. The vessel will be considered to have arrived at the Loading Terminal or the Discharge Terminal when it is at the customary berth, anchorage or fleeting area for such terminal.

z. Product: means hydrocarbons in bulk liquid or solid form or such other product as may be specified in the Confirmation.
aa. Qualified Institution: means a commercial bank or trust company (which is not an Affiliate of either party) organized under the laws of the United States having assets of at least $10 billion and a long-term debt rating or deposit rating of at least (i) a3 from Moody’s Investors Service, Inc, and (ii) A- from Standard & Poor’s Ratings Services.
bb. Sanctioned Country: means a country or territory, or a country or territory whose government is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time, or subject to any other sanctions program of the United States of America, the United Nations, the Norwegian State, the European Union, the United Kingdom, Canada, Australia, or any agency or subdivision thereof, including, without limitation, currently, the Crimea, Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea, and Syria.cc. Sanctioned Person: means (a) a person named, or 50% or more owned or otherwise controlled by a person named, on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time, or other sanctions-related list maintained by OFAC or the United States of America (b) a person named, or 50% or more owned or otherwise controlled by a Person named, on the lists maintained by the United Nations Security Council available at https://www.un.org/securitycouncil/content/un-sc-consolidated-list, or as otherwise published from time to time, (c) a person named, or 50% or more owned or otherwise controlled by a person named, on the lists maintained by the European Union as published from time to time, (d) a person named, or 50% or more owned or otherwise controlled by a person named, on the lists maintained by His Majesty’s Treasury available at https://www.gov.uk/government/publications/financial-sanctions-consolidated-list-of-targets, or as otherwise published from time to time, (e) a person named, or 50% or more owned or otherwise controlled by a person named, on the lists maintained by the Australian Department of Foreign Affairs and Trade as published from time to time, or (f) (i) an agency or instrumentality of the government of a Sanctioned Country, (ii) an organization owned or controlled by a Sanctioned Country, or (iii) a person located, organized, or resident in a Sanctioned Country, to the extent subject to sanctions program administered by the United States of America, the United Nations, the Norwegian State, the European Union, the United Kingdom, Canada, Australia, the Hong Kong Monetary Authority, or any other agency or subdivision thereof.
dd. Sanctions: means any sanctions imposed, administered or enforced from time to time by any applicable governmental authority, including, without limitation, those administered by OFAC, the U.S. Department of State, His Majesty’s Treasury, the United Nations, the Norwegian State, the European Union, the Member States of the European Union, Canada, Australia, the Hong Kong Monetary Authority, any other applicable Governmental Authority, or any agency or subdivision of any of the forgoing, and shall include any regulations, rules, and executive orders issued in connection therewith.
ee. Seller: means the seller of the Product to be sold as specified in the Confirmation.
ff. Shipment: means any specific quantity of Product Delivered under this Agreement as one full or part cargo lot.
gg. Specification: means the quality characteristics of the Product, as-received, using the then current ASTM in effect at the time of the testing, unless otherwise stated in the relevant Confirmation.
hh. Trade Date: means the Day on which the Transaction was agreed by the Parties.
ii. Transaction: means the specific sale and purchase described in the Confirmation and entered into on the Trade Date.
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jj. Working Day: means a Day when the office of the UETW entity making the trade is open for business.

2. DELIVERY TERMS – The Incoterms and latest amendments are applicable, unless stated otherwise herein.

3. QUANTITY OF PRODUCT – The quantity of the Product hereunder shall be as required in the relevant Confirmation.

4. QUANTITY MEASUREMENT – Unless otherwise stated in the Confirmation all quantity measurement shall be taken by a mutually selected independent inspector, the cost of which will be equally shared between the Parties. The volume of the Product delivered hereunder shall be corrected for temperature in accordance with the latest API standard or ASTM standard. All measurements and tests shall be made in accordance with the latest API or ASTM standards and guidelines published and in effect relative to meter calibration and accuracy: provided, however, that if a governmental agency with jurisdiction requires a certain different standard of measurement to be utilized in a given situation, the standard required by such governmental agency shall be used. All meters used for measurements shall be proven within thirty (30) Days immediately prior to the time of each Delivery. The Party responsible for quantity measurements shall, upon request, permit the other Party to review and copy relevant meter proving records.
Unless otherwise agreed, quantity measurements are to be made pursuant to the mode of transit as follows:

a. Vessel and Barge. For Product which is not delivered in a Container, the quantity of Product shall be determined by (i) proven meters at (a) the Loading Terminal (unless delivery is Ex Ship or FOB Destination in which case the Discharge Terminal) and be represented by a quantity converted to Metric Tons on the Bills of Lading(s). If meters are unavailable, not proven, not functioning correctly, or determined by the independent inspector (if engaged) to be inaccurate or otherwise not to represent the volume delivered to or from the vessel or barge, then the quantity shall be based on static shore tank measurements. If the shore tank(s) is, or are active, or a shore tank, before receipt or after delivery, contains less than one (1) foot of Product, or the independent inspector (if engaged) cannot verify the shore tank measurements prior to, or after, delivery or the independent inspector (if engaged) determines that the shore tank(s) measurements are inaccurate or otherwise not representative of the volume delivered to or from the vessel or barge, then quantity shall be determined by the vessel or barge less any OBQ (on-board quantity) or ROBQ (remaining on-board quantity), adjusted for vessel or barge load experience factors, if available. If no vessel or load experience factor are available, the quantity shall be determined by the vessel or barge quantities adjusted for OBQ or ROBQ. For Product delivered in Container, the Loading terminal’s (unless delivery is Ex Ship, DAP or FOB Destination in which case the Discharge Terminal) certified and calibrated scale located at or near the relevant terminal or, if such scales are unavailable or not fit for purpose for measurement of Containers, by such standard measuring equipment or instruments used to measure quantity in a Container at such terminal.

b. Pipeline. Quantities delivered into or from pipelines shall be measured by calibrated pipeline meters installed on the pipelines located at or near the delivery point or, if such meters are unavailable, such measurements shall be made by the Discharge Terminal’s calibrated tank gauges.

c. Railcar. Quantities delivered into or from railcars shall be measured: (i) for Product not delivered in a container, using calibrated meters located at or near the delivery point or, if such meters are unavailable, by certified calibrated scales, or applicable calibration table and (ii) for Product delivered in Container, the terminal’s certified and calibrated scale located at such terminal or, if such scales are unavailable or not fit for purpose for measurement of Containers, by such standard measuring equipment or instruments used to measure quantity in a Container at such terminal.
Seller shall be liable for rail quantity shrinkage provided that Buyer has provided Seller notice by telephone immediately after discovery (followed by prompt written confirmation and supporting documentation). Variance for rail quantities may only be made if the variance exceeds two (2) percent of the individual shipment.
Shrinkage shall be calculated by UETW utilizing the following steps:
Step 1: Shell Capacity (USG) – Inches Out (USG) = Gross Gallons
Shell capacity may be determined by UETW in one of three (3) ways: a) from the outage table or mechanical information available on the public websites; ; b) from the stencilled placard on the side of the tank car or c) by reference to the bill of lading Inches out/outage marker. The outage table specified in a) above will be used by cross referencing the gauge reading after measuring the railcar to determine how many USG to deduct from the capacity. In respect to use of the outage marker specified in c) above, such outage marker may not be used for pressurized railcars and provides a means for visually determining the product level in the railcar. For purposes of this Step One, a graduated marker or a 2% outage marker may be used.
Step 2: Gross Gallons x Temperature Correction Ctl = Net Gallons at 15 °C
To obtain the Volume Correction factor to 15°C the Govt of Canada Temp Coefficient Table will be used by entering the product temperature in °C and multiplying the volume correction factor and the gross gallons obtained in Step 1.
Step 3: Net Gallons at 15°C / Net Gallons at Bill of Lading = shrinkage %
d. Truck. Quantities delivered into or from trucks shall be measured using the Loading Terminal’s or Discharge Terminal’s proven transfer meter or, if there is no meter or an unproven meter or the Product is LPG, the Discharge Terminal’s certified and calibrated scale located at or near the delivery point or, if such scales are unavailable or not fit for purpose for measurement of
Containers, by such standard measuring equipment or instruments used to measure LPG quantity in a Container otherwise if not LPG by applicable measuring sticks.

e. Tank to Tank Transfer. Quantities delivered from one tank to a different tank shall be measured using the calibrated shore tank gauges for the applicable shoretank based on the delivery method stipulated in the Confirmation.

f. In-Tank Title Transfer. Quantities for which title is transferred from Seller to Buyer within a tank shall be based on the quantity stipulated in the Confirmation.

g. Other. If the applicable measurement method described in paragraphs (i), (ii), (iii), (iv), (v), and (vi) is not available, the parties shall establish another mutually acceptable method for determining the volume of Product delivered.

5. PRODUCT QUALITY – The quality of the Product shall be as specified in the relevant Confirmation.

6. QUALITY DETERMINATION – Unless otherwise stated in the Confirmation, all quality testing shall be conducted by a mutually selected independent inspector, the cost of which will be equally shared between the Parties. The quality of the Product delivered hereunder shall be determined by an appropriate sample taken from Seller’s barge, vessel, tank, railcar, truck, or in the case of LPG, the Container as follows:

a. Vessel and Barge. For Product which is not delivered in Containers (i) Seller’s static shoretank at the Loading Terminal taken immediately before and after loading or Buyer’s static shoretank at the Discharge Terminal if delivery is Ex Ship or FOB Destination provided that if such shoretank is active, (ii) inline sampling at the vessel or barge manifold at the time of (a) loading at the Loading Terminal or (b) or discharge at the Discharge Terminal in the case of Ex Ship or FOB Destination deliveries. For Product delivered in a Container, a Container Sample taken at the Loading Terminal unless delivery is Ex Ship, FOB Destination or DAP in which case the Discharge Terminal.

b. Pipeline. Pursuant to the requirements of the relevant pipeline.

c. Railcar. For Product which is not delivered in a Container (i) By the relevant terminal’s transfer meter or if none (ii) volumetric composite drawn at the time of (a) loading at the Loading Terminal or (b) discharge at the Discharge Terminal if the Discharge Terminal is the Seller’s specified Delivery point. For Product delivered by Container, a Container Sample taken at the Loading Terminal unless the Seller’s specified Delivery point is the Discharge Terminal, in which case the Discharge Terminal.

d. Truck. For Product which is not delivered in a Container (i) By the relevant terminal’s transfer meter or if none (ii) volumetric composite drawn at the time of (a) loading at the Loading Terminal or (b) discharge at the Discharge Terminal if the Discharge Terminal is the Seller’s specified Delivery point. For Product delivered by Container, a Container Sample taken at the Loading Terminal unless the Seller’s specified Delivery point is the Discharge Terminal, in which case the Discharge Terminal.

e. Tank to Tank Transfer. At the tank manifold entry point at the time of delivery or, if not available, by volumetrically correct composite sampling of the Seller’s static tank.

f. In-Tank Title Transfer. Volumetrically correct composite sampling of the relevant tank.
If samples cannot be procured pursuant to the above, quality shall be determined pursuant to a sampling protocol as agreed between the Parties at the time.
In the case of LPG, the independent inspector must be licensed, trained or otherwise meet any requirements of the applicable jurisdiction where the sampling is conducted, and no party may appoint an independent inspector who does not meet such requirements.
Such sample shall be delivered for analysis to the independent testing entity acceptable to the Buyer. Where practical, the independent inspector will provide the sample results to the Parties prior to loading or discharging the Product, as applicable under this Agreement or the Confirmation. The applicable tests and test methods shall be in accordance with the latest edition of the identified specifications as provided in the Confirmation.

7. QUALITY AND QUANTITY MEASUREMENTS – The results of quantity and quality measurements, sampling, and testing obtained at the Loading Terminal or Discharge Terminal, as applicable or based on the designated testing location stated in the Confirmation, shall be treated, in the absence of negligence, wilful misconduct, fraud, or manifest error, as conclusive and binding as to the quantity or quality of the Product, provided that if Buyer has reasonable grounds to dispute the quantity or quality ,Buyer shall give written notice providing commercially reasonable details of such dispute as per the following timeframes: (a) for a Transaction where the risk of loss or damage to the Product (as defined in the relevant Confirmation) transfers upon loading or at the Loading Terminal- five (5) Days after commencement of loading or five (5) Days after Buyer has received quality and quantity data from Seller, whichever is later; (b) for a Transaction where the risk of loss or damage to the Product (as defined in the relevant Confirmation) transfers upon discharge or at the Discharge Terminal – five (5) Days after completion of discharge or five (5) Days after Buyer has received quality and quantity data from Seller, whichever is later; and, (c) for Transactions where the Confirmation stipulates an in-tank transfer, a tank to tank transfer, or a pipeline delivery – as designated in the applicable Confirmation.

8. DELIVERY CONDITIONS – Each Party is entitled to have its representative(s) present during all loadings, unloadings, testing and measurements involving Product delivered hereunder. Both Parties agree that its representative(s) will comply with all restrictions and safety regulations of the other Party when such representative(s) are on the premises of the other Party’s designated facility and have been informed of such restrictions and safety regulations. The following conditions shall apply to the mode of transit prescribed in the Confirmation:

a. Vessel: For FOB Transactions if the Product is not loaded (FOB Shipment) or discharged (FOB Destination) timely, Seller shall pay demurrage for all time in excess of the allowed laytime as provided in the Confirmation in proportion to the demurrage equal to the ratio of the volume delivered by the Seller to the total volume loaded onto the vessel at that berth. For CFR, CIF, DAP and DAT deliveries, Buyer shall pay demurrage for all time in excess of the allowed laytime as provided in the Confirmation in proportion to the demurrage equal to the ratio of the volume delivered by the Seller to the total volume discharged from the vessel at that berth except to the extent that demurrage is caused by any failures in respect of the Seller’s obligations in regard to the vessel including vetting, coastguard obligations or violations of applicable law . If laytime is not specified in the relevant Confirmation, liability for demurrage incurred by the vessel shall be borne in accordance with the applicable agreement regarding vessel acceptance. In the absence of an agreement reached at the time of vessel nomination, laytime allowed and demurrage shall be as per the applicable Charter Party rate, terms and conditions. In the absence of a Charter Party, for use of reference, the market demurrage rate and laytime allowed for a similar size vessel on a similar voyage with a similar cargo will apply, and the standard ASBATANKVOY or ASBAGASVOY (in respect of Containers and partial shipments) terms and conditions will apply.

b. Barge: For FOB Transactions If the Product is not loaded or discharged timely, Seller shall pay demurrage for all time in excess of the allowed laytime as provided in the Confirmation in proportion to the demurrage equal to the ratio of the volume delivered by the Seller to the total volume loaded onto the barge at that berth. For CFR, CIF, DAP and DAT deliveries, Buyer shall pay demurrage for all time in excess of the allowed laytime as provided in the Confirmation in proportion to the demurrage equal to the ratio of the volume delivered by the Seller to the total volume discharged from the barge at that berth except to the extent that demurrage is caused by any failures in respect of the Seller’s obligations in regard to the barge including vetting, Coast Guard obligations or violations of applicable law. If laytime is not specified in the relevant Confirmation, liability for demurrage incurred by the barge shall be borne in accordance with the applicable agreement regarding barge acceptance. In the absence of an agreement reached at the time of barge nomination, laytime allowed and demurrage shall be as per the applicable Charter Party rate, terms and conditions. In the absence of a Charter Party, for use of reference, the market demurrage rate and laytime allowed for a similar size barge on a similar voyage with a similar cargo will apply. Barge or tow equipment shall be handled with maximum expediency by both Parties and any delay beyond a typically allowed laytime for the type of equipment used shall be paid for at the then current rate for such equipment, or if the equipment is under charter, at the rate provided for in such charter contract in accordance with the responsibilities specified above.

c. Pipeline: Instructions for pipeline delivery shall be given during the pipeline operator’s normal business hours in accordance with the pipeline operator’s policies and time constraints.

d. Railcar: Railcar deliveries shall be made within the delivering facility’s usual business hours and at such times as may be required by the receiving Party, provided that reasonable advance notice of such delivery times has been given by the receiving Party. At the time of giving notice, the receiving Party shall furnish the delivering Party all necessary shipping instructions. Railcar deliveries will be made pursuant to the delivering Party’s access and loading provisions. Railcar equipment shall be handled with maximum expediency by both Parties and any unloading delay beyond the lessor of (i) five (5) after notification to the Buyer by the delivery railroad that the railcar is available to be Constructively Placed or (ii) the time specified under applicable law, shall be paid for at the then current actual rate charged for such delays by the Loading Terminal or Discharge Terminal, as applicable.

e. Truck: Truck deliveries shall be made within the delivering facility’s usual business hours and at such times as may be required by the receiving Party, provided that reasonable advance notice of such delivery times has been given by the receiving Party. At the time of giving notice, the receiving Party shall furnish the delivering Party all necessary shipping instructions. Truck deliveries will be made pursuant to the delivering Party’s access and carrier loading provisions. Truck equipment shall be handled with maximum expediency by both Parties and any delay beyond usually allowed laytime for the type of equipment used shall be paid for at the then actual current rate for such equipment charged by the carrier or lessor, as applicable.

f. Tank to Tank Transfer and In-Tank Transfer: Scheduling of tank to tank transfers and in-tank transfers are to be mutual.

9. VESSEL/BARGE NOMINATION – Unless expressly agreed otherwise in writing, the Party nominating the vessel/barge to the other Party shall make the nomination at least five (5) Working Days prior to the proposed loading date range, such notice to be received by 12:00 noon local time. Any nomination received later will be considered on the next Working Day. If the vessel/barge needs to be substituted, the nominating Party must give enough time to accept the new equipment.

10. TITLE, RISK OF LOSS, AND DELIVERY – Except as otherwise specified in the Confirmation, title and risk of loss shall pass from Seller to Buyer at the applicable Loading Terminal or Discharge Terminal as follows:
a. Product not delivered in a Container, when delivery is onto Buyer’s vessel or barge, as the Product passes the first permanent inlet flange of the receiving barge/vessel.
b. Product not delivered in a Container, when delivery is from Seller’s barge/vessel, as the Product passes the last permanent outlet flange of the seller’s delivering barge/vessel.
c. Product not delivered in a Container, when delivering into or out of a pipeline, as the Product enters or leaves such pipeline.
d. Product not delivered in a Container, when delivering into or out of a truck, as the Product enters or leaves such truck.
e. Product not delivered in a Container when delivering into or out of a railcar, as the Product enters or leaves such railcar, as applicable.
f. For Product delivered in a Container, when the Container is Constructively Placed.
g. When delivery related to an FOB sale is made via tank transfer between tanks within a terminal or between terminals, as the Product passes the outlet flange on Seller’s tank.
h. When delivery related to a delivered (DDP, DAP, DAT) sale is made via tank transfer between tanks within a terminal or between terminals, as the Product passes the inlet flange on Buyer’s tank.
i. In the case of a Book, in-line, inventory, or stock transfer, at 00:01 Hrs. on the effective date of the respective transfer.

11. DEMURRAGE – Any demurrage claims must be submitted in writing with full supporting documents as specified below within ninety (90) Days after completion of loading or discharging, whichever is applicable.
Any claim submitted thereafter or not containing the required support documents shall be considered waived and time-barred.
Required supporting documents for vessels or barges:

a. Demurrage Invoice and time-computation (laytime and demurrage calculation);
b. Signed NOR;
c. Port agents’ statement of facts signed by master and Loading Terminal or Discharging Terminal, as the case may be;
d. All letters of protest, if any;
e. Agreed vessel/barge nomination;
f. Vessel quantity information for purposes of demurrage proration for partial cargos;
g. Pump logs; and
h. Any disagreement pertaining to a demurrage claim, shall be communicated not later than sixty (60) Days after the date of sending of the demurrage claim duly accompanied by all required supporting documents, failing which the demurrage claim shall be considered accepted and the receiving Party shall be deemed to have waived its rights to contest the amount claimed. No claims for special, indirect, or consequential damages of any type or nature shall be made by either Party relating to demurrage.

12. PAYMENT TERMS – Unless otherwise provided in the Confirmation, payments shall be made in accordance with the following:
a. Cash Payments. All payments hereunder are due by wire transfer or ACH, in same day funds, into Seller’s account at its designated bank upon receipt of an invoice and any supporting documents.
b. Prepayments. Where prepayment is required under this Agreement, Buyer shall provide such pre-payment by the date specified in the applicable Confirmation and if a date is not so specified at least two (2) Banking Days prior to the scheduled Product delivery date.
c. Letter of Credit. Where payment is to be made by letter of credit a clean irrevocable documentary letter of credit issued by a Qualified Institution in form and substance acceptable to Seller and advised through Seller’s designated bank if Seller appoints an advising bank, at least three (3) Banking Days prior to the scheduled Product delivery date. Such letter of credit may only be drawn upon presentation of the documents required in such letter of credit.
d. Financial Assurance. If a Party’s payment(s) under an applicable Transaction or any other agreement between the Parties fall(s) into arrears, or if at any time the other Party (the “Demanding Party”) has reasonable grounds for insecurity with respect to the financial position or performance of the impaired Party, (including the occurrence of a material change in the creditworthiness that Party) (the “Impaired Party”) Demanding Party may demand Adequate Assurance of Financial Performance (as defined below) from Impaired Party and suspend its obligations hereunder until it receives such Adequate Assurance of Financial Performance from Impaired Party. “Adequate Assurance of Financial Performance” shall mean sufficient security in a form, substance, amount and for a term reasonably acceptable to the Parties. Demanding Party may demand additional Adequate Assurance of Performance if, at any time, the Adequate Assurance of Performance previously provided by Impaired Party is insufficient to cover any increase in financial exposure as reasonably determined by the Demanding Party and Demanding Party continues to have reasonable grounds for insecurity with respect to the Impaired Party.
e. Finance Charge. Without prejudice to Seller’s other rights, any undisputed amount not paid when due shall bear interest from the due date (inclusive) until the date payment is received by Seller (exclusive) at a rate equal to the lesser of (a) JPMorgan Chase Bank, N.A. New York prime rate plus two percent (2%), and (b) the maximum rate of interest permitted under applicable law. Interest is due on any undisputed amount that is past due under this Agreement. Buyer shall pay interest within five (5) Days of receipt of Seller’s invoice for such interest. Buyer shall pay all of Seller’s costs (including reasonable attorney’s(s’) fees and court costs) associated with collecting past due undisputed amounts.
f. Payment Documents. In respect of US Coastwise Tankers, Ocean-Going Barges and Inland Barges, a copy of the certificates of quantity and quality or independent inspector’s report as issued in accordance with this Agreement and the Confirmation showing the quantity and quality of the Product. In respect of Non-US Tankers, in addition to the above, 3/3 original Bills of Lading properly issued or endorsed to the order of Buyer and a copy of the valid certificate of origin. If Bills of Lading are temporarily unavailable on the date payment is due, the Buyer shall not be required to pay against Seller’s invoice until Seller has provided a letter of indemnity in the format set out in Exhibit A, counter-signed by the Seller’s bank if so requested by the Buyer.
g. Payment Dispute. If a Party, in good faith, disputes the accuracy of the amount due in respect of a Transaction following delivery of the Product, the Party disputing the amount due, shall timely pay the amount it believes to be correct and shall promptly notify the other Party in writing of its
reasons for disputing the accuracy of the invoice, specify the amount in dispute, and provide a copy of the following supporting documentation: (i) Seller’s original signed commercial invoice; (ii) a full set of clean on-board Bills of Lading; and (iii) the original weight scale ticket, or certificate of quantity issued by the independent inspector, as applicable. Following this, payment of the disputed amount will not be required and no interest will accrue with respect to the disputed amount unless and until the dispute is resolved in the invoicing Party’s favor. In the event that it is determined that the Party that is disputing the amount due must pay the disputed amount, then such Party shall pay interest in accordance with the terms herein on such disputed amount from and including the originally scheduled due date through the date paid.
h. Security Interest. Where UETW is the Seller, Buyer hereby grants Seller a security interest in the Product delivered by Seller to Buyer on credit or under a letter of credit until such Product has been paid for by Buyer in accordance with the terms of this Agreement, and Buyer and Seller agree that this Agreement shall constitute a security agreement between the Parties with respect to such Product, in accordance with the provisions of the Texas Uniform Commercial Code (“UCC”), and may be used by Seller without in any way abrogating, restricting, or limiting Seller’s rights under this Agreement, or in law or in equity. Buyer hereby grants Seller permission to file financing statements or such other documents as are necessary under the UCC to perfect Seller’s security interest in such Product or the proceeds of such Product.
i. In General. Subject to the provisions expressed in (e) and (f) above, all payments due under this Agreement shall be made without discount, deduction, withholding, setoff or counterclaim (even for amounts due to or from any governmental or taxing authority, third party, or parent, or Affiliate of Seller) in United States dollars in accordance with clause (a) above. All requisite invoices and supporting documents for all payments due under this Agreement must be received by Buyer no later than ten hundred (10:00) hours prevailing Central U.S. time on the date payment
would otherwise be due in order for payment to be made on that date. If the invoice and supporting documentation are not received by the designated time, payment shall be due on the first Banking Day following receipt of such documentation. If payment is so postponed, it shall not be overdue and no interest shall accrue thereon. If the payment due date falls on any day that is not Banking Day, payment will be due the next Banking Day. Additional credit terms, if applicable, may be provided in an attachment to, or subsequent to dispatch of the Confirmation, which, if so
provided are incorporated into this Agreement by reference.
j. Audit. At any time up to twelve (12) months following a month in which payment was due hereunder, either Party shall have the right, at its sole cost and expense, upon not less than fifteen (15) days’ written notice, to have a third-party auditor (to be approved by both Parties, acting reasonably) audit the relevant books, accounts, and records directly related to an invoice of the other Party to verify the accuracy of such invoice by requesting information from the other Party which such other Party will promptly provide. Nothing herein entitles the requesting Party or its auditor access to the audited Party’s premises. All information that an auditor acquires shall be kept strictly confidential. An auditor may be required to enter into a confidentiality agreement if it is deemed necessary by the Party being audited.

13. FREIGHT – If Seller is responsible for payment of freight, Seller may select the carrier and routing. If Buyer requires delivery by a different carrier or a different route, Buyer will be responsible for any increased freight cost.

14. SHIPMENT – Any delay in shipment, delivery, or cargo readiness by Seller shall constitute a material breach of this Agreement.

15. TRANSPORTATION EQUIPMENT – Either Party may decline to load, unload, or permit loading or unloading of any equipment (including Containers) which it determines, through the engagement of an independent inspector or by a governmental or regulatory authority, to be contaminated, not suitable for carrying product, not approved by vetting entities of either Party, unsafe, or not in compliance with any governmental health, environmental or safety regulation. In the event that a Party (the “Controlling Party”) has possession and control of a Container, railcar or tank car owned or leased by the other Party (the “Owning Party”), the Controlling Party shall bear all costs and responsibility for direction, inspection, reporting (including environmental reporting) and any other actions required by this Agreement, a Confirmation or applicable law. Controlling Party shall indemnify and hold harmless Owning Party from any damage to the Container, railcar or tank car and any liability (including damage to property, injury or death), including third party or regulatory liability, arising from the Controlling Party’s use of the Container, railcar or tank car. Controlling Party shall return the Container, railcar or tank car to the possession of the Owning Party at the time and place instructed by the Owning Party and Controlling Party will bear all costs, whether direct or indirect, resulting from any failure of the Controlling Party to return the Container, railcar or tank car in strict accord with the Owning Party’s instructions.

16. SAFETY DATA SHEETS – Seller represents that it has provided or will provide to Buyer, upon request, all appropriate and current Safety Data Sheets (“SDS”) or MSDS, labels and updated information for the Product in accordance with the applicable requirements of the United States Occupational Safety and Health Administration, if applicable. As the Product may be hazardous, Buyer shall acquire the requisite knowledge for safe handling, processing, storage, transportation, and sale of the Product.
17. REGULATED SUBSTANCES AND EMERGENCY RESPONSE – If any Product, under any applicable law, is a controlled substance, is subject to regulations specific to the Product or requires a permit to own, purchase, transport, store or use, Buyer will ensure before taking delivery of such Product that it has obtained any such permit and complied with any laws, rules or regulations applicable to the Product. Seller will ensure that it has complied with all such laws, rules or regulations and obtained any such permits required of it with respect to the Product to the point title to such Product passes in accordance with the Section above titled Title, Risk of Loss, And Delivery. Each Party agrees to fully indemnify the other Party and hold the other Party harmless from any costs, liabilities, losses, fines, penalties, or other damages resulting from its failure to fulfil its obligations in this section.
Each Party will have in place such emergency response plan as required by law. If Seller is required by law or requested by Buyer to respond to an emergency involving the Product following transfer of title to the Buyer and does so respond, Buyer will: (i) reimburse Seller for all reasonable costs incurred by Seller in providing such response; (ii) be liable to Seller for all losses, costs and damages whatsoever which Seller may suffer, sustain, pay or incur; (iii) defend, indemnify and hold harmless Seller in accordance with this Agreement in connection with claims arising from the emergency response that are brought against and/or suffered by Seller; (iv) release and forever discharge Seller, in respect of any damage, personal injury or other claims whatsoever in law or in equity which Buyer may have; arising as a result of the acts or omissions of Seller, its employees, contractors or agents, in responding to the emergency, except to the extent same arises as a result of the negligence of Seller, its employees, contractors or agents.
With respect to gaseous propane, unless otherwise expressly specified in this Agreement or by Buyer in writing prior to delivery, Seller will stench or odorize propane for delivery to Buyer to meet or exceed minimum odorization standards in accordance with applicable laws and transport regulations in effect on the date of delivery. Buyer will not commingle such Product with unodorized Product or with Product containing odorant in concentrations less than those concentrations mandated by law. Seller shall have no further responsibility to ensure that the Product remains properly odorized after delivery to Buyer. Buyer hereby acknowledges its understanding of the results of odorant fade, absorption and adsorption in the transportation of Product, and hereby waives all claims against Seller for all loss, costs or damages resulting from odorant fade. If unodorized propane is to be delivered under this Agreement, then Buyer represents and warrants to Seller that Buyer will not use such propane for fuel or knowingly resell it for fuel without adding an odorizing agent, and expressly releases and agrees to indemnify Seller from any and all claims arising from Buyer’s failure to properly odorize any such Product

18. TAXES – The purchase price paid by Buyer to Seller hereunder shall be inclusive of all sales and use taxes, value added taxes, gross sales taxes, business and occupation taxes, gross receipts taxes or franchise taxes, value added taxes, excise taxes (which include, federal, state and local manufacturers’ taxes, environmental taxes, motor fuel taxes, inspection fees, oil spill taxes or fees and Superfund taxes or fees) and all other international, federal, state, and local taxes or fees applicable to any jurisdiction where the Transaction governed by this Agreement occurs, however designated, with respect to the purchase, storage, exchange, use, transportation, resale, import or handling of the Product. Buyer and Seller represent that they are fully licensed with the appropriate state, local, and/or federal tax exemption certificates. If the Buyer purports to rely on an exemption from such requirements, then Buyer shall provide evidence in support of such reliance. If Buyer does not provide satisfactory evidence thereof, then Buyer shall indemnify Seller in respect of any amounts Seller pays because of such requirements.

19. REPRESENTATION AND WARRANTIES. Each Party represents and warrants that: (a) it has the legal capacity, authority and power to execute, deliver, and perform the obligations under this Agreement and any Confirmations and these GTCs, and (b) its obligations under such Agreement constitutes legal, valid, and binding obligations, enforceable in accordance with their respective terms and conditions (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law). Seller represents and warrants that: (i) the Product will conform in all material respects to the Specifications and any Product descriptions set forth in the Confirmation; and (b) title to the Product will be delivered free from security interests, liens, taxes and encumbrances. All warranties made under this Agreement shall survive acceptance of, or payment for, the Product by the receiving Party for thirty (30) days. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH ABOVE, THERE ARE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SUITABILITY ARE DISCLAIMED. Any claim hereunder not presented to the other Party within thirty (30) days after delivery completion thereof shall be deemed waived.
20. INDEMNIFICATION – Except as otherwise limited by other provisions herein, each Party agrees to indemnify, defend, and hold harmless the other Party, its affiliates, and their respective equity holders, directors, managers, officers, employees, representatives, and agents (collectively the “Indemnified Parties”) from any and all third party actions, causes of action, claims, demands, costs, fines, penalties, liabilities, expenses, damages, judicial or administrative proceedings, settlements, losses, and expenses (including reasonable attorney’s(s’) fees, court costs, and other litigation related expenses) actually incurred, and that arise out of, or in conjunction with, any claim: (a) for injury to or death of any person, or for damage to any real, personal, or intellectual property, arising out of or in connection with the Product purchased, sold, stored or transferred, or services performed under this Agreement to the extent such injury or damage arises as a result of the negligent acts or omissions, wilful misconduct, or other wrongdoing of the indemnifying Party, its Affiliates, and their respective equity holders, directors, managers, officers, employees, representatives, or agents (collectively, the “Indemnitors”); or (b) for any breach of the representations, warranties or covenants of the Indemnitors in this Agreement. If the Parties found to be jointly or concurrently negligent, by a court of competent jurisdiction, each Party shall indemnify the other’s Indemnified Parties only to the extent of its own negligent acts or omissions, or its wilful misconduct.
Each Party agrees to notify the other Party as soon as practicable after receiving notice of any claim that could result in a suit brought against it for which it may seek indemnity under this Agreement and each Party shall provide to the other Party all material details within its knowledge and render all reasonable assistance requested by the other Party for its defense. Each Party shall have the right, but not the duty, to participate, at its own expense, with counsel of its own selection, in the defense and settlement thereof without relieving the other Party of any obligation under this Agreement.

21. LIMITATION OF LIABILITIES – Except to the extent expressly provided under this Agreement and without prejudice to Section 23, liability for breach under this Agreement is limited to direct, actual damages and neither Party shall be liable to the other Party for specific performance or consequential damages such as lost future profits, business interruption damages, loss of use, loss of service, loss of capital, or special, punitive, exemplary, or other indirect damages in tort, contract, or otherwise arising out of or in any way connected with the performance, the suspension of performance, the failure to perform, or the termination of this Agreement; except for such claims by a third party for which indemnification is sought under this Agreement. Each Party acknowledges the duty to mitigate damages.

22. BREACH AND DEFAULT – If a Party (the “Defaulting Party”) or its surety or guarantor: (a) becomes the subject of bankruptcy or other insolvency proceedings or proceedings for the appointment of a receiver, trustee or similar official; (b) becomes insolvent or bankrupt (however evidenced), or is generally unable to pay its debts as they become due, including any outstanding debts to the other Party to this Agreement; (c) proposes to make or makes a general assignment for the benefit of creditors; (d) is liquidated or proposes to dissolve or is dissolved; (e) transfers a majority of its assets or business to, merges or consolidates with, any other entity where the transferee or successor entity does not assume the obligations of the Defaulting Party under this Agreement, by operation of law or otherwise; (f) fails to provide Adequate Assurance of Financial Performance (as defined herein) within forty-eight (48) hours (but at least one Banking Day as determined by the principal place of business of the Impaired Party) after dispatch of a demand for such Adequate Assurance of Financial Performance; (g) fails to make an undisputed payment when due or within three (3) Days thereafter; (h) fails to deliver a letter of credit when required or within three (3) Days thereafter; (i) breaches a curable representation or warranty provided hereunder and fails to cure such breach within three (3) Days of notice of such breach, or breaches a non-curable representation or warranty including, in respect of Section 31 in which case this Agreement may be terminated upon notice; or (j) breaches or otherwise fails in the performance of any other material term of, or obligation under this Agreement, then an “Event of Default” shall be deemed to have occurred.

23. REMEDIES FOR DEFAULT – The Parties agree that this Agreement and all Transactions for the sale of Product hereto are forward contracts or swap agreements as defined in the U.S. Bankruptcy Code. Should an Event of Default occur the non-defaulting Party may, by notice to the Defaulting Party, and without limiting any other rights that may be available to the non-defaulting Party under this Agreement or otherwise, (i) immediately withhold or suspend deliveries or payments under this Agreement and all other transactions between the Parties, or (ii) at the option of the non-defaulting Party terminate, liquidate or close out the Transaction or all Transactions between the Parties or only the affected portion of the relevant Transaction under the applicable Confirmation (the “Terminated Transactions”), except for transactions, if any, that may not be liquidated and terminated under applicable law or that are, in the reasonable opinion of the non-defaulting Party, commercially impracticable to liquidate and terminate (“Excluded Transactions”), which Excluded Transactions may be liquidated and terminated as soon thereafter as is reasonably practicable and valued consistent with this Agreement. Upon such termination, the non-defaulting Party shall liquidate and accelerate the Terminated Transactions and determine, in good faith and in a commercially reasonable manner, the payment amount due under the Terminated Transactions based on the difference between, if any, the price specified therein and the market price for relevant commodity, and any other amounts and charges owed under the Terminated Transactions, by aggregating or netting such amounts to a single liquidated settlement payment and the non-defaulting Party may, at its option, also setoff any amounts owed by the Defaulting Party (whether or not then matured, unmatured, contingent or otherwise) to such Party or its Affiliates under other agreements. Such amount will be due and payable in U.S. dollars by wire transfer in immediately available funds within twenty-four (24) hours after the Defaulting Party’s receipt of the results of the calculation from the non-defaulting Party. If the non-defaulting Party is the owing Party, the non-defaulting Party will make payment at such time as it has determined, in its reasonable discretion, that all payments, setoffs and other amounts owed between the Parties has been satisfied whether by setoff hereunder or other means. The Defaulting Party will also owe the non-defaulting Party Costs which may be included in the above calculation or separately invoiced to the Defaulting Party. The termination, liquidation, and close-out of this Agreement and all other transactions between the Parties is in addition to any other rights and remedies which the non-defaulting Party may have including, any rights and remedies provided for under the U.S. Bankruptcy Code or the applicable law under the jurisdiction of the bankrupt Party and the UCC. A Party’s failure to exercise its rights under this paragraph shall not be construed as a waiver of such rights. In the event of insolvency of Buyer, Seller hereby makes a demand for reclamation of Product delivered to Buyer but not yet paid for by Buyer, in accordance with §2-702(2) of the UCC and §546(c)(1) of the U.S. Bankruptcy Code. In the event of insolvency of Buyer, Buyer agrees to promptly return possession to Seller of such Product at Buyer’s expense.

24. ASSIGNMENT AND SUCCESSORS – Neither this Agreement, nor any rights or obligations hereunder, may be assigned by either Party, by operation of law or otherwise, without prior written consent of the other Party, with such consent not to be unreasonably withheld, delayed, or conditioned, with the exception that UETW may assign this Agreement or any rights or obligations hereunder to an Affiliate without consent, and either Party may assign this Agreement and its rights hereunder as collateral security under any credit facility without consent. This Agreement inures to the benefit of and binds the Parties and their respective heirs, executors, administrators and other legally appointed representatives, successors, and permitted assigns. Any notice under this section shall be effective as per the Notice section hereunder.

25. RELATIONSHIP OF THE PARTIES – The Parties are independent entities, and nothing contained in this Agreement shall be deemed or construed as creating a relationship of partnership, association, principal and agent, or joint venture by or between the Parties. The Parties shall have no right or authority to assume or create any obligation or responsibility on behalf of the other Party or to bind the other Party in any manner whatsoever.

26. CONFIDENTIALITY – “Confidential Information” means any information or data disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) with respect to the terms and conditions of this Agreement and any data shared by one Party with the other Party pursuant to this Agreement, including any and all documents or instruments shared pursuant to the section herein titled “Additional Instruments”, in whatever form or media and whether or not marked proprietary, confidential or private when disclosed. Confidential Information may include any and all proprietary information, whether of a technical, business, financial, or other nature. Confidential Information shall not, however, include any information which: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party without a breach of the Receiving Party’s obligations hereunder; (c) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (f) is required by law or a governmental authority to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure if permitted at law and reasonable assistance in obtaining an order protecting the information from public disclosure. The Parties shall safeguard each other’s Confidential Information, use it solely for executing the terms and conditions of this Agreement, and not disclose it to any third party without each other’s written consent, other than representatives of the Receiving Party who need to know the Confidential Information to perform under this Agreement and who are informed of the confidential nature of such Confidential Information and who agree to abide by the terms of this provision. Notwithstanding the foregoing, a Party may also disclose Confidential Information to that Party’s bank or other financial institution to establish collateral security under any credit facility or to its lawyers, accountants or advisors who have a duty to maintain the confidentiality of such information.

27. FORCE MAJEURE – Neither Party shall be liable, in damages or otherwise, for failure or delay in performance of any obligation under this Agreement, other than an obligation to make a payment or payments, where such failure or delay is caused in whole or in part on the occurrence of any event, or circumstance, whether foreseeable or unforeseeable, that is beyond the reasonable control of such Party and which, by the exercise of reasonable diligence, such Party could not have remedied, avoided or overcome, and which may include without limitation and without prejudice to the generality of the foregoing, failure or delay caused by or resulting from fires, floods, perils of the seas, ice, other acts of God or nature, workforce labor strikes or other labor disputes (whether or not Seller or Buyer is a party to such disputes, or would be able to influence or procure the settlement thereof), wars (whether declared or undeclared), armed conflict, acts of terrorism, civil unrest, riots, destruction of the Product, delays of carriers as a result of breakdown or adverse weather, embargoes, accidents, unforeseen disruptions or breakdowns of production, storage, or other installations of machinery whether by fire, explosion, freezing, breakage, the necessity of making repairs, alterations, enlargements, or connections thereto or otherwise, restrictions imposed by any governmental authority (including any and all environmental restrictions), or inability to obtain necessary materials, supplies, or permits. The time for Seller to make or Buyer to receive delivery under this Agreement shall be extended during any period in which delivery shall be delayed or prevented by reason of any of the foregoing causes, up to a total of thirty (30) Days. If any delivery under this Agreement shall so be delayed or prevented for more than thirty (30) Days, either Party may terminate its obligations under the relevant Confirmation with respect to such delivery upon written notice to the other Party. Any Party relying on this provision to excuse its performance obligation(s) under this Agreement shall do so in writing within a reasonable time after discovery provided that the Force Majeure shall only be an excuse of performance from the date the notifying Party provides such notice and verification of any of the foregoing events. Notifying Party shall use all commercially reasonable endeavors to minimize the effects of such event so that it may promptly perform its remaining obligations under this Agreement except that (i) the settlement of labor disputes or strikes will be at the discretion of the Party so affected; (ii) Seller will not be obligated to purchase alternate replacement Product to supply to Buyer; and (iii) neither Party will be required to mitigate by agreeing to an alternative mode of transportation or alternative Delivery Point.

28. CONFLICTS OF INTEREST. Neither Party shall, directly or indirectly, give to any director, employee or agent of the other Party or its affiliates, customers, subcontractors, or vendors any commission, fee, rebate, gift or entertainment of material cost or value in connection with this Agreement. In addition, neither Party shall or shall permit any of its directors, employees or agents to, directly or indirectly, enter into any business arrangement with any director, employee, or agent of the other Party or any of its Affiliates.

29. NON-INDUCEMENT, PARTIAL INVALIDITY, AND SEVERABILITY – The making, execution, and delivery of this Agreement has not been induced by any representation, statement, warranty, or agreement other than those expressed herein or set forth in the Confirmation. If any provision of this Agreement is found to be illegal or unenforceable by a competent court or public authority having jurisdiction, or should the performance of any obligation in a given Transaction cause a violation of any applicable laws, regulations, rules, and, or requirements of the United States of America, in either case, which does not otherwise qualify as a change in law pursuant to Section 34, that provision shall be modified to the extent necessary to make the provision enforceable and preserve the Parties’ intent, which may include deletion of the provision from this Agreement, if necessary. In instances where a provision is modified or deleted, the remainder of this Agreement shall not be affected and shall continue in full force and effect. Further, each provision of this Agreement that excludes or limits liability is considered reasonable by the Parties and shall be construed separately.

30. GOVERNING LAW – The formation, validity, interpretation, performance, and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, but without giving effect to any laws, rules, or principles thereof that would result in the application of the laws of another jurisdiction.
Each Party expressly submits to the exclusive jurisdiction of the state and federal courts situated in the borough of Manhattan, New York, New York, United States of America, and each Party irrevocably and unconditionally agrees that all claims arising out of or related to this Agreement or for recognition or enforcement of any judgment may be brought in such courts. Each Party expressly waives the right to contest jurisdiction in New York, including without limitation on the basis of personal jurisdiction or forum non conveniens. In any litigation or other proceeding arising out of or related to this Agreement, the prevailing Party (that is, the Party for whom a judgment is rendered, a decision is made, or an order is entered in its favor) shall be awarded its reasonable attorney fees and the costs and expenses it incurred to enforce its rights under this Agreement. All agreements relative to the transportation of Product shall be subject to the general maritime laws of the United States of America. Each of the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.
If either Party to this Agreement is an entity which is not formed in a jurisdiction of the United States of America, the Parties agree to binding arbitration in lieu of the jurisdiction of the courts above mentioned and represent and warrant that each party is entering into this Agreement consideration of this binding arbitration. In such instance, any dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by three (3) arbitrators appointed in accordance with these rules. The president of the arbitral tribunal shall be a lawyer. The arbitration shall take place in the City of New York, State of New York, USA. The language of the arbitral proceedings shall be English. The arbitrators will have no authority to award punitive damages, attorney’s fees and related costs or any other damages, except to the extent that payments required to be made pursuant to this Agreement are deemed to be such damages. The award of the arbitrators will be final, binding and non-appealable, and judgment may be entered thereon in any court of competent jurisdiction. All statements made or materials produced in connection with this dispute resolution process and arbitration are confidential and will not be disclosed to any third party except as required by law or subpoena.

31. SANCTIONS, ANTI-CORRUPTION LAWS, ANTI-MONEY LAUNDERING/ANTI-TERRORISM LAWS –
a. No payment or proceeds hereunder will be used to fund or finance any activities or business of or with any person or vessel, or in any country or territory, that at the time of such funding or financing is the subject of Sanctions, or in any other manner that would result in any violation by any person of the Trading with the Enemy Act of 1917 (50 U.S.C. §§ 1-44), as amended, any other Sanctions, Anti-Corruption Laws, Anti-Money Laundering/Anti-Terrorism Laws, or any other similar applicable legal requirement.
b. Neither Party, nor, any of their related parties as defined by applicable law (i) is, or will become, or is owned or controlled by, a Sanctioned Person, (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject or target of any Sanctions, or (iii) engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any Sanctioned Person.
c. Each Party is and has conducted its business in compliance with, and has instituted and maintained policies and procedures designed to comply with, all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering/Anti-Terrorism Laws. No payment or proceeds of this Agreement or any Transaction has been or will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the any Anti-Corruption Law and Anti-Money Laundering/Anti-Terrorism Laws.
d. No Party is the subject of any investigation, inquiry or enforcement proceedings by an governmental, administrative or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, Anti-Money Laundering/Anti-Terrorism Laws, or Sanctions, and no such investigation, inquiry or proceeding is pending or, to the knowledge of the Party, has been threatened.

32. INTERNATIONAL CONVENTIONS – Unless otherwise stated in the Confirmation, any potential applicability of United Nations Convention on Contracts for the International Sale of Goods (1980) or any successor thereto is expressly precluded.

33. SOVERIEGN IMMUNITY – Each Party warrants that it has entered into this Agreement in a commercial capacity and that with respect to this Agreement and any Confirmation it is in all respects subject to civil and commercial law. Each Party hereby irrevocably and unconditionally and to the fullest extent permitted by Applicable Law waives any rights of sovereign immunity which it may have now or which it may subsequently acquire in respect of its position or any property and/or assets (present or subsequently acquired and wherever located) belonging to it, and agree to appear in dispute proceedings if so occurring under this Agreement and to the enforcement of the full award of such action.

34. CHANGE IN LAW – If at any time after the Agreement is entered into , any applicable laws or changed or new applicable laws come into effect and the impact is to have a material and adverse impact on a Party with respect to a Transaction, then the affected Party may, by written notice to the other Party request a good faith renegotiation of the affected provisions of the Confirmation for such Transaction so as to eliminate or minimize the impact of such change in law. If the Parties cannot reach an agreement within fifteen (15) Days after receipt of the affected Party’s notice, the affected Party may terminate the affected Transaction with no further liability provided however that, any amounts owed for Product delivered prior to such termination shall still be due and owing.

35. WAIVER – No waiver of any breach by either Party of any provision of this Agreement shall be construed as a continuing waiver of this or any other agreement between the parties nor shall such waiver apply to succeeding breaches of the same or any other provision of this Agreement.

36. CONFLICT WITH OTHER PROVISIONS – In the event of a conflict between these General Terms and Conditions and the provisions of the Confirmation between the parties, the Confirmation will control.

37. ENGLISH VERSION – In case of any conflict between the English version and any translated version of these General Terms and Conditions, the English version shall control.

38. BINDING TRANSMISSION METHODS – Facsimiles of documents with original signatures, PDFs of documents with original signatures sent via email transmission, or email transmissions with digital signature(s), shall be as effective as manually signed original documents.

39. ADDITIONAL INSTRUMENTS – Each Party shall, upon request, acknowledge, execute, file, and publish any and all documents or instruments that may be reasonably required to give full force and effect to the provisions of this Agreement or to carry out the Transaction(s) contemplated hereby, and all such documents or instruments shall be subject to confidentiality requirements as described herein.

40. NOTICE – All notices sent by one Party to the other Party shall be sent by email or hard copy letter, with email transmissions being sent to the address provided in the Confirmation, and with letters being sent certified mail (return receipt requested) or by overnight delivery service, sent to the address identified in the Confirmation. Any applicable notice period shall commence (a) at the time and on the date the notice is dispatched (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Banking Day if sent after normal business hours of the recipient, if sent by electronic transmission; or (b) upon receipt, if delivered in hard copy form. All notices to UETW shall be submitted to 4424 West Sam Houston Parkway North, Suite 490, Houston, Texas 77041 with copy to: General Counsel, 225 Union Boulevard, Suite 200, Lakewood, Colorado 80228 or to such other address provided by UETW.

41. RULES OF INTERPRETATION – The words “including,” “includes” and “include” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”, and the word “shall” means a mandatory obligation. Whenever the context may require, any pronoun includes the corresponding masculine, feminine, and neuter forms. The word “or” is not exclusive.

42. HEADINGS – The headings used in this Agreement are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement. In interpreting this Agreement, reliance is not to be placed merely on the headings used to introduce the subject matter articulated.

43. ENTIRE AGREEMENT, AMENDMENTS, AND MODIFICATIONS – This Agreement (which includes the Confirmation) sets forth the entire understanding and agreement between the Parties as to the subject matter hereof. No amendment, change, modification, or addition to any provision of this Agreement is binding unless agreed by both Parties and confirmed in writing (emails transmissions shall constitute a writing under this provision). All prior or contemporaneous oral or written agreements between the Parties as to the subject matter hereof or proposals relating to the subject matter hereof (including any conflicting terms or conditions or any implied agreements resulting from a course of dealing) are superseded by this Agreement. There are no representations, warranties, understandings, or agreements to the subject matter hereof, other than those expressly set forth in this Agreement, and all proposals, negotiations, and representations relating thereto are merged herein.

44. SURVIVAL – The following provisions shall survive termination or completion of performance of this Agreement: Safety Data Sheets; Taxes; Representations and Warranties; Limitation of Liabilities; Indemnification; Non-Performance; Confidentiality; Governing Law; Compliance with Applicable Laws and Regulations; Trade Sanctions; Anti-Corruption; Additional Instruments; Binding Transmission Methods; and Notice.

45. ACCEPTANCE OF TERMS – By entering into any contract with UETW, including the issuance or acceptance of any Confirmation, the Parties are deemed to accept these GTCs unless either Party gives written notice otherwise within two (2) Banking Days after receipt of the Confirmation. Failure object to such Confirmation within such two business (2) day period shall be deemed the Parties’ acceptance of the terms and conditions herein.

Exhibit A
Letter of Indemnity
We refer to our Agreement dated [Date] (the “Agreement”) in respect of your purchase from us of [Quantity] of [Product] (the “Goods”) FOB/CFR/CIF/DAP/DAT on Vessell [VESSEL NAME], bills of lading date [B/L Date].
In consideration of your making payment of [payment amount] for the Goods in accordance with the Agreement and having agreed to accept delivery of the cargo having been provided with the Bills of Lading (the “Documents”) we hereby represent and warrant all the following:
(a) The existence and validity of the Documents;
(b) That we are entitled to possession of the Documents;
(c) That we were entitled to possession of the Goods;
(d) That we had good title to the Goods;
(e) That title to the Goods has been passed as provided in the Agreement to you free of all liens, charges or encumbrances of whatever kind;
(f) That you will have the benefit of the warranty as to enjoyment of quiet possession implied by law and without prejudice to any other warranty so implied.
Without prejudice to your rights under the Agreement we hereby agree to protect, indemnify and hold you harmless from and against all damages, losses, liabilities, costs, claims and reasonable expenses which you may suffer by reason of:
(a) Our failure to present the Documents to you in accordance with the Agreement and/or
(b) Any action or proceeding brought or threated against you by reason of our failure and any breach of our express representations and warranties given above in connection with rights of title to or right to possession of the Documents or the Goods or the proceeds of either, or any liens, charges or encumbrances asserted on the documents or the Goods or any other claims arising out of or in connection with the Documents.
Our liability hereunder shall remain in full force and effect unless and until we provide you with the Document which we irrevocably agree to provide to you promptly after the same have come into our possession and which we warrant we will diligently pursue.
No term of this indemnity is intended to, or does, confer a benefit or remedy on any party other than the named Buyer under the Agreement.
This indemnity shall be governed by and construed in accordance with the laws of the State of Texas and shall cease to have effect upon the Documents being provided to you.
Signed by:_______________
Title:___________________
Of [Company Name]
[Bank Signature if required]
END OF GT&Cs