General Terms & Conditions

These General Terms and Conditions ("GTC") govern all transactions, services, and commercial arrangements entered into between 55 North FZCO, a free zone company incorporated in the Dubai Multi Commodities Centre (DMCC), United Arab Emirates, with registered address at Unit No. 4567, DMCC Business Centre, Level 1, Jewellery & Gemplex 3, Dubai, UAE ("55°North"), and any client, counterparty, ship operator, ship manager, owner, charterer, or other party ("Counterparty") engaging 55°North for the procurement, supply coordination, or related services in respect of marine fuels.

By submitting a procurement inquiry, issuing a nomination confirmation, or otherwise engaging 55°North for any service, the Counterparty agrees to be bound by these GTC. These GTC apply in addition to any specific terms set out in a written service agreement, nomination confirmation, or offer letter issued by 55°North. In the event of conflict, the specific written agreement shall prevail.

1. Definitions

In these GTC, the following terms have the meanings set out below:

• "BDN" means a Bunker Delivery Note issued by the supplying barge or terminal upon completion of a delivery.
• "Confirmation" means a written nomination confirmation or offer acceptance issued by 55°North confirming the terms of a Stem.
• "Counterparty" has the meaning given in the preamble above.
• "Delivery Window" means the agreed period within which a Stem is to be delivered, as specified in the Confirmation.
• "Grade" means the specification of marine fuel to be supplied, including sulphur content, viscosity, and any other applicable ISO 8217 parameters.
• "ISO 8217" means the International Standard for marine fuel specifications, as amended from time to time.
• "Stem" means a single marine fuel delivery transaction from inquiry through to delivery and settlement.
• "Supplier" means the physical supplier of marine fuel engaged by 55°North to execute delivery of a Stem.

2. Scope of Services

55°North provides marine fuel procurement and execution services, including market assessment, supplier sourcing, nomination coordination, logistics management, documentation handling, and claims support. The specific scope of services for each Stem is confirmed in writing in the applicable Confirmation.

Unless expressly stated otherwise in a written agreement, 55°North acts as principal in fuel procurement transactions, purchasing fuel from Suppliers and on-selling to the Counterparty on the terms set out in the applicable Confirmation. 55°North does not act as broker or agent unless this is expressly agreed in writing.

55°North reserves the right to decline any procurement inquiry at its sole discretion, including where counterparty onboarding requirements have not been satisfied or where credit terms have not been agreed.

3. Counterparty Onboarding and KYC

Prior to executing any Stem, the Counterparty must complete 55°North's counterparty onboarding process, which includes the submission of KYC (Know Your Customer) and KYB (Know Your Business) documentation as required by 55°North. This includes, without limitation, corporate registration documents, beneficial ownership information, and sanctions screening clearance.

55°North reserves the right to request updated documentation at any time and to suspend services where documentation is not provided within a reasonable period. Onboarding approval does not constitute a commitment to extend credit or execute any specific transaction.

4. Credit and Payment Terms

All credit facilities are subject to prior written agreement and are granted at the sole discretion of 55°North. No Stem will be executed without an approved credit position or prepayment arrangement in place. Credit limits are reviewed periodically and may be adjusted or withdrawn without prior notice.

Payment terms are as specified in the applicable Confirmation or invoice. Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date. All payments must be made in the currency specified in the invoice, free of any bank charges, deductions, or set-off.

In the event of late payment, 55°North reserves the right to: (a) charge interest on the overdue amount at a rate of SOFR plus 3% per annum, calculated on a daily basis from the due date until the date of actual payment; (b) suspend credit facilities and withhold execution of pending or future Stems; and (c) pursue recovery of all outstanding amounts, including reasonable legal costs.

5. Pricing and Market Risk

All prices are confirmed in the applicable Confirmation and are based on market conditions at the time of pricing. Prices are subject to change until a Confirmation has been issued and accepted in writing by the Counterparty. 55°North does not guarantee price levels and accepts no liability for price movements between inquiry and Confirmation.

Where price risk management or hedging services are provided, these are subject to a separate written agreement and are governed by the terms of that agreement. Nothing in these GTC constitutes a commitment to provide hedging or price risk management services.

6. Delivery and Logistics

Delivery of marine fuel is subject to port availability, Supplier capacity, and applicable port regulations. 55°North will use reasonable endeavours to coordinate delivery within the agreed Delivery Window but does not guarantee delivery times and accepts no liability for delays caused by port congestion, weather, force majeure, or Supplier operational issues.

The Counterparty is responsible for ensuring that the receiving vessel is ready to receive fuel within the agreed Delivery Window and that all vessel-side requirements (including hose connections, safety checks, and watch-keeping) are in place. Delays caused by vessel unavailability may result in additional costs, which will be passed on to the Counterparty.

Title to and risk in the fuel passes to the Counterparty at the point of delivery as evidenced by the BDN.

7. Documentation

55°North will provide the following documentation for each completed Stem: (a) Bunker Delivery Note (BDN) signed by the vessel's representative; (b) fuel quality certificate or certificate of analysis from the Supplier or an independent laboratory; (c) delivery confirmation; and (d) invoice. All documentation is archived and available on request.

The Counterparty is responsible for ensuring that the vessel's representative signs the BDN accurately and raises any quantity or quality concerns at the time of delivery. Failure to note discrepancies on the BDN at the time of delivery may limit the Counterparty's ability to pursue subsequent claims.

8. Quality and Quantity Claims

Claims relating to fuel quality must be submitted in writing to 55°North within fourteen (14) days of the delivery date, accompanied by a sealed retained sample drawn at the time of delivery and a written description of the alleged defect. Claims submitted outside this period, or without a retained sample, may not be accepted.

Claims relating to fuel quantity must be submitted in writing within seven (7) days of the delivery date, accompanied by the signed BDN and any supporting measurement records. Quantity claims will be assessed against the BDN figures, and any discrepancy must be noted on the BDN at the time of delivery.

55°North will provide reasonable assistance in the preparation and submission of claims to Suppliers but does not guarantee the outcome of any claim. The Counterparty acknowledges that claims against physical Suppliers are subject to the Supplier's own terms and conditions.

9. Fuel Specification and Compliance

All marine fuels supplied by 55°North are procured against ISO 8217 specifications and, unless otherwise agreed in writing, comply with the applicable global sulphur cap under MARPOL Annex VI (currently 0.50% m/m outside Emission Control Areas and 0.10% m/m within ECAs). The Counterparty is responsible for confirming the applicable specification requirements for each Stem, including ECA compliance requirements, before issuing a procurement inquiry.

55°North does not accept liability for non-compliance arising from the Counterparty's failure to specify the correct grade or from the use of fuel in a manner inconsistent with the vessel's equipment or regulatory requirements.

10. Sanctions and Regulatory Compliance

55°North operates a comprehensive sanctions screening programme covering all counterparties, vessels, ports, and jurisdictions involved in any transaction. No Stem will be executed where it would result in a breach of applicable sanctions laws or regulations, including those administered by the United Nations, the United States Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or the UAE.

The Counterparty warrants that: (a) it is not subject to any applicable sanctions; (b) no vessel involved in a Stem is subject to any applicable sanctions or flag state restrictions; (c) no transaction will involve a sanctioned party, jurisdiction, or port; and (d) it will promptly notify 55°North of any change in circumstances that may affect this warranty.

55°North reserves the right to terminate any transaction immediately and without liability if it determines, in its sole discretion, that proceeding would result in a breach of applicable sanctions or regulatory requirements.

11. Confidentiality

All commercial information exchanged between 55°North and the Counterparty in connection with any transaction or service, including pricing, credit terms, counterparty details, and transaction volumes, is treated as strictly confidential. Neither party will disclose the other's confidential information to any third party without prior written consent, except: (a) as required by applicable law or regulation; (b) to professional advisers bound by equivalent confidentiality obligations; or (c) in connection with the enforcement of rights under these GTC.

This obligation of confidentiality survives termination of any commercial relationship between the parties.

12. Limitation of Liability

To the fullest extent permitted by applicable law, 55°North's aggregate liability to the Counterparty in connection with any Stem or service shall not exceed the value of the invoice for that Stem or service. In no event shall 55°North be liable for any indirect, consequential, special, or punitive loss or damage, including loss of profit, loss of revenue, loss of business, or loss of opportunity, whether arising in contract, tort, or otherwise.

Nothing in these GTC limits or excludes liability for fraud, wilful misconduct, or any liability that cannot be excluded by applicable law.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, civil unrest, terrorism, government action, port closures, strikes, extreme weather, or failure of third-party infrastructure. The affected party shall notify the other party promptly and shall use reasonable endeavours to resume performance as soon as practicable.

14. Governing Law and Jurisdiction

These GTC and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), United Arab Emirates. The parties irrevocably submit to the exclusive jurisdiction of the DIFC Courts for the resolution of any dispute arising out of or in connection with these GTC, provided that 55°North reserves the right to seek injunctive or other interim relief in any competent jurisdiction.

15. Amendments

55°North reserves the right to amend these GTC at any time. Amended terms will be published on this website with an updated effective date. Continued engagement with 55°North following publication of amended terms constitutes acceptance of those terms. For transactions in progress at the time of amendment, the terms in force at the date of the applicable Confirmation shall apply.

16. Entire Agreement

These GTC, together with any applicable Confirmation or written service agreement, constitute the entire agreement between the parties in respect of the subject matter and supersede all prior representations, negotiations, and understandings. No variation to these GTC shall be effective unless made in writing and signed by an authorised representative of 55°North.

17. Contact

Queries relating to these GTC should be directed to: [email protected]

55 North FZCO
Unit No. 4567, DMCC Business Centre
Level 1, Jewellery & Gemplex 3
Dubai, United Arab Emirates