Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Company," "we," "us," or "our" refers to Zel Alliance Pte Ltd, a company registered in Singapore.
• "Client," "you," or "your" refers to the individual or entity accessing or using our services.
• "Services" means all services provided by Zel Alliance, including but not limited to fuel supply, vessel chartering brokerage, CIF deals, and middleman services.
• "Agreement" refers to these Terms and Conditions and any specific contracts entered into between the parties.
• "Vessel" means any ship, boat, or marine craft.
• "Fuel Products" includes EN590 diesel, MGO, condensates, LPG, and other petroleum products we supply.
• "Charter Party" means the contract for the hire of a vessel.
• "CIF" means Cost, Insurance, and Freight.
• "Force Majeure" means circumstances beyond reasonable control as defined in Section 10.

2. Acceptance of Terms

By accessing our website, submitting an inquiry, or using our services, you agree to be bound by these Terms and Conditions. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms.

These Terms and Conditions constitute the entire agreement between you and Zel Alliance regarding the use of our services, superseding any prior agreements, communications, and proposals, whether oral or written.

We reserve the right to modify these terms at any time. Continued use of our services following any changes constitutes acceptance of the modified terms.

3. Services

3.1 Scope of Services

Zel Alliance provides the following services:

• Maritime fuel supply and trading
• Vessel chartering brokerage
• CIF (Cost, Insurance, and Freight) deals
• Middleman services connecting buyers and suppliers
• Condensates and LPG trading
• Logistics coordination and documentation support

3.2 Service Limitations

Our role is primarily that of an intermediary and broker. Unless specifically agreed in writing:

• We do not own or operate vessels (except where acting as principal in specific transactions)
• We do not manufacture or refine fuel products
• We facilitate transactions but are not responsible for third-party performance
• Our liability is limited to our commission or service fees

3.3 Best Efforts Basis

All services are provided on a "best efforts" basis. While we strive to meet your requirements, we do not guarantee the availability of specific vessels, fuel products, or prices unless confirmed in writing.

4. Fuel Supply Terms

4.1 Quality and Specifications

• All fuel products shall meet the specifications agreed upon in the sales confirmation
• Products comply with ISO 8217 standards unless otherwise specified
• Quality certificates will be provided from independent inspectors where required
• Claims regarding quality must be made within 7 days of delivery with supporting documentation

4.2 Delivery Terms

• Delivery dates are estimates and not guaranteed unless specifically agreed
• Risk and title transfer according to agreed Incoterms (typically CIF or FOB)
• Buyer must provide safe berth and all necessary permits for delivery
• Demurrage charges apply for delays caused by the buyer

4.3 Quantity Determination

• Quantity determined by shore tank measurements or vessel's figures as agreed
• Tolerance of +/- 5% on ordered quantity unless otherwise specified
• Independent surveyor measurements are final and binding

4.4 CIF Deal Specific Terms

For CIF deals where we act as principal:

• Price includes cost of goods, insurance, and freight to named destination
• Marine insurance coverage as per Institute Cargo Clauses (A) or as agreed
• We arrange but are not responsible for carrier performance beyond industry standards
• Documentation includes bill of lading, insurance certificate, and commercial invoice

5. Vessel Chartering Terms

5.1 Brokerage Services

When acting as charter broker, Zel Alliance:

• Acts as intermediary between charterer and vessel owner
• Facilitates negotiations but is not party to the charter party
• Provides market intelligence and vessel recommendations
• Assists with documentation but is not responsible for charter party performance

5.2 Commission and Fees

• Brokerage commission as agreed (typically 1.25-2.5% of charter hire)
• Commission earned upon fixture of charter party
• Address commission and other fees as per industry standards
• Commission remains payable even if charter party is cancelled after fixture

5.3 Vessel Vetting

• We conduct reasonable due diligence on vessels and owners
• Vetting reports are based on available information and not guaranteed
• Final responsibility for vessel suitability rests with the charterer
• Additional inspections can be arranged at charterer's cost

5.4 Charter Party Terms

Specific charter party terms (voyage, time charter, or COA) are subject to separate negotiation and agreement between charterer and owner. Standard forms such as BIMCO approved charter parties are recommended.

6. Pricing and Payment

6.1 Pricing

• All prices are in USD unless otherwise specified
• Quotes are valid for the period stated (typically 24-48 hours)
• Prices subject to change based on market conditions
• Additional charges (port fees, taxes, duties) are for buyer's account unless included in quote

6.2 Payment Terms

• Payment terms as agreed in sales confirmation (typically TT in advance or LC)
• Letter of Credit must be from a first-class international bank
• Interest charged on overdue amounts at 1.5% per month or maximum legal rate
• All bank charges for buyer's account unless otherwise agreed

6.3 Credit Terms

• Credit terms subject to approval and credit insurance
• Personal or corporate guarantees may be required
• Credit limits reviewed periodically
• We reserve the right to suspend services for overdue accounts

6.4 Currency and Taxes

• Foreign exchange risk for buyer's account
• All taxes, duties, and levies are additional unless specifically included
• GST/VAT applied as per applicable regulations
• Withholding tax, if any, must be grossed up

7. Client Obligations

As our client, you agree to:

7.1 General Obligations

• Provide accurate and complete information for all transactions
• Maintain necessary licenses, permits, and regulatory approvals
• Comply with all applicable laws and regulations
• Pay all amounts due in accordance with agreed terms
• Maintain adequate insurance coverage for your operations

7.2 Specific Maritime Obligations

• Ensure vessels meet all safety and regulatory requirements
• Provide safe berth and working conditions for deliveries
• Comply with ISPS Code and port security requirements
• Maintain valid P&I Club coverage
• Ensure compliance with MARPOL and environmental regulations

7.3 Documentation

• Provide all necessary documentation promptly
• Ensure all documents are genuine and accurate
• Complete KYC and compliance requirements
• Notify us immediately of any changes to company status or ownership

8. Limitation of Liability

8.1 General Limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability shall not exceed the commission or fees received for the specific transaction
• We are not liable for indirect, consequential, or punitive damages
• We are not liable for lost profits, business interruption, or loss of data
• We are not liable for third-party acts or omissions

8.2 Specific Exclusions

We are not liable for:

• Vessel performance, delays, or breakdowns
• Quality issues beyond our direct control
• Port congestion, strikes, or labor disputes
• Changes in regulations or government actions
• Market price fluctuations
• Currency exchange rate changes
• Acts of piracy or terrorism

8.3 Time Limitations

All claims must be made in writing within 30 days of the incident giving rise to the claim. Legal proceedings must be commenced within one year or are forever barred.

9. Indemnification

You agree to indemnify, defend, and hold harmless Zel Alliance, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees) arising from:

• Your breach of these Terms and Conditions
• Your violation of any law or regulation
• Your negligence or willful misconduct
• Claims by third parties related to your use of our services
• Environmental damage or pollution from your operations
• Cargo claims or vessel damage not caused by our negligence
• Customs fines or penalties related to your shipments
• Any misrepresentation or fraud on your part

This indemnification survives termination of these Terms and Conditions.

10. Force Majeure

10.1 Definition

Neither party shall be liable for failure to perform obligations due to Force Majeure events, including but not limited to:

• Acts of God, natural disasters, or severe weather
• War, terrorism, piracy, or civil unrest
• Government actions, sanctions, or embargoes
• Strikes, lockouts, or labor disputes
• Epidemics, pandemics, or quarantines
• Port closures or congestion beyond normal commercial expectations
• Failure of utilities or communication systems
• Any other cause beyond reasonable control

10.2 Obligations

The affected party must:

• Notify the other party promptly of the Force Majeure event
• Use reasonable efforts to mitigate the effects
• Resume performance as soon as practicable
• Provide documentation if requested

10.3 Consequences

If Force Majeure continues for more than 30 days, either party may terminate the affected transaction without liability, except for obligations already accrued.

11. Intellectual Property

11.1 Ownership

All intellectual property rights in our website, services, documentation, and materials remain our exclusive property. This includes but is not limited to:

• Trademarks, logos, and brand identities
• Website content and design
• Proprietary software and systems
• Market reports and analysis
• Business methods and processes

11.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to access and use our services for legitimate business purposes. You may not:

• Copy, modify, or create derivative works
• Reverse engineer or decompile our systems
• Use our intellectual property without written permission
• Remove or alter proprietary notices

12. Confidentiality

Both parties agree to maintain the confidentiality of:

• Pricing and commercial terms
• Business strategies and plans
• Customer and supplier information
• Technical data and specifications
• Any information marked as confidential

This obligation does not apply to information that:

• Is or becomes publicly available through no breach
• Was rightfully known prior to disclosure
• Is independently developed
• Must be disclosed by law or court order

Confidentiality obligations survive termination for a period of 3 years.

13. Compliance and Regulations

13.1 Regulatory Compliance

Both parties shall comply with all applicable laws and regulations, including:

• International Maritime Organization (IMO) regulations
• MARPOL environmental requirements
• SOLAS safety requirements
• Port state control regulations
• Customs and import/export regulations
• Economic sanctions and trade embargoes

13.2 Anti-Corruption

Both parties represent and warrant that they:

• Will not engage in bribery or corruption
• Comply with all anti-corruption laws including FCPA and UK Bribery Act
• Will not make facilitation payments
• Will maintain accurate books and records

13.3 Trade Sanctions

Transactions are subject to compliance with UN, US, EU, UK, and Singapore sanctions. We reserve the right to terminate any transaction that would violate applicable sanctions.

14. Termination

14.1 Termination Rights

Either party may terminate services:

• Upon 30 days written notice for convenience
• Immediately for material breach not cured within 7 days of notice
• Immediately for insolvency or bankruptcy proceedings
• Immediately for violation of law or sanctions
• As specified in individual contracts

14.2 Effects of Termination

Upon termination:

• All outstanding amounts become immediately due
• Licenses to use our services terminate
• Confidentiality obligations continue
• Accrued rights and obligations survive
• Each party returns or destroys confidential information

15. Dispute Resolution

15.1 Negotiation

The parties shall first attempt to resolve disputes through good faith negotiation between senior management within 30 days of written notice.

15.2 Arbitration

If negotiation fails, disputes shall be resolved through arbitration:

• Arbitration under SIAC (Singapore International Arbitration Centre) Rules
• Seat of arbitration: Singapore
• Number of arbitrators: One for disputes under USD 1 million, three for larger disputes
• Language: English
• Decision is final and binding

15.3 Interim Relief

Nothing prevents either party from seeking interim or injunctive relief from courts to preserve rights or prevent irreparable harm.

16. Governing Law

These Terms and Conditions and any disputes arising from or related to our services shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of law principles.

For matters not subject to arbitration, the courts of Singapore shall have exclusive jurisdiction.

The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

17. Miscellaneous

17.1 Entire Agreement

These Terms and Conditions, together with any specific agreements, constitute the entire agreement between the parties.

17.2 Severability

If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

17.3 Waiver

No waiver is effective unless in writing. Failure to enforce any right is not a waiver of future enforcement.

17.4 Assignment

You may not assign your rights or obligations without our written consent. We may assign our rights to affiliates or successors.

17.5 Notices

Legal notices must be in writing and sent to registered addresses by certified mail or recognized courier service. Email notices are acceptable for operational matters.

17.6 Language

These Terms and Conditions are in English. Any translations are for convenience only; the English version prevails in case of discrepancy.

18. Contact Information

For questions about these Terms and Conditions or our services, please contact: