Common use of Determination of Quantity and Quality Clause in Contracts

Determination of Quantity and Quality. (a) The quality and quantity of product Supplied by Seller to Buyer shall be determined by an Independent Inspector. The Independent Inspector’s determinations as to quantity, quality and line displacements shall be binding on both Parties and shall form the basis for invoicing, except for cases of manifest error or fraud. If a Cargo is Supplied using the Supply Point Method, the costs of any Independent Inspector engaged pursuant to the terms of this Agreement shall be [REDACTED]. If a Cargo is Supplied using the Execution Method, then [REDACTED] pursuant to the terms of this Agreement. If the Parties are ever unable to agree on an Independent Inspector, Seller shall have the right, in good faith, to designate an entity as the Independent Inspector, provided such entity has been approved by US Customs. Each Party shall provide or cause to be provided to the Independent Inspector all necessary rights of access. (b) Seller reserves the right to have, at Seller’s cost, a representative to attend the Supply and to witness all aspects of the measurement of the Oil or Feedstock outlined below, including, but not limited to, witnessing of shore tank gauging, meter setting and any analysis. Buyer shall arrange necessary clearance for Seller’s representative to gain access to all areas necessary to conduct such witnessing. Such clearance shall not be unreasonably denied. (c) The quantity determined will reflect full deduction for sediment and water, measured in accordance with the latest API/ASTM standards and methods in effect at the time of Supply, as determined from a representative sample drawn by an automatic in-line sampler. In the event that an automatic in-line sampler is not available, malfunctions during the transfer, the Independent Inspector cannot verify the integrity of the sampler or the sampler container before or after Supply, or the Independent Inspector determines that the samples drawn by such sampler are not representative of the product on board the Vessel on arrival at the Supply Port (including, but not limited to, making a comparison with total of Vessel’s arrival composite sample analysis results and Vessel’s arrival freewater), then sediment and water deduction shall be determined from Vessel’s arrival volumetrically correct composite sample and Vessel’s arrival free water. (d) The measurement of the quantity of Oil or Feedstock shall be carried out at the Supply Port in accordance with the latest API standards in effect at the time of Supply. The quantity of Oil or Feedstock shall be determined by proven meters in the immediate vicinity of the Berth, at the Supply Port. If meters are unavailable, not proven, not functioning correctly, or determined by the Independent Inspector to be inaccurate or not to represent the volume Supplied by the Vessel or the line displacement as detailed below is not performed, then the outturn quantity shall be based on static shore tank measurements at the Supply Port, with receiving shore tanks in conditions recommended in API for determining accurate measurement, and meeting the criteria specified below. If the shore tanks(s) are active, do not meet the criteria below, or the Independent Inspector cannot verify the shore tank measurements prior to or after Supply, or the Independent Inspector determines that these shore tank measurements are inaccurate or are not representative of the volume Supplied by the Vessel, or the receiving tanks are located at a location other than the Storage Facilities where the Vessel is berthed, or Seller’s representative is unable to witness any aspect of the measurement, then the Vessel’s arrival figure, less any remaining on board quantities (“ROB”), adjusted by the Vessel’s load experience factor (“LVEF”) as calculated by the Independent Inspector, shall be used to determine the Supplied quantity. (e) In the event that the Supplied quantity is to be based on shore tank measurements, then all shore tanks taking Supply shall be static and shall contain sufficient Oil or Feedstock, prior to Supply, to ensure that the floating roofs are afloat and clear of the “critical zone” by a minimum of 6 inches. (f) In the event that the Supplied quantity is to be based on shore tank measurements, or if meters are to be used, but are not located in the immediate vicinity of the Berth, then, at the commencement of Supply, after opening shore tank gauges have been established, the Independent Inspector shall monitor the performance of a line displacement consisting of the Vessel pumping Oil or Feedstock to the furthest shore tank taking Supply. The line displacement is to be carried out in accordance with API guidelines. The Independent Inspector’s conclusions regarding the results of the line displacement shall be binding on both Parties, except for cases of manifest error or fraud, and the final shore outturn volume shall, if the results of the line displacement are found to be outside the “precision of measurement” limits detailed in API, be credited to the outturn, as necessary. In cases when the line is found to be slack, the entire difference between the volume that the shore tank receives and the volume that the vessel Supplies shall be credited to the final outturn volume. (g) The Refinery shall confirm the line displacement volumes before the Supply resumes. The Refinery personnel present at Supply are required to have the necessary authority to agree to all measurements carried out in relation to the line displacement. Any delays incurred while in dispute after the first line displacement, including the carrying out of a second displacement at Buyer’s option, and until Supply has resumed, are for Buyer’s account.

Determination of Quantity and Quality. (a) The quality and quantity of product Supplied by Seller to Buyer shall be determined by an Independent Inspector. The Independent Inspector’s determinations as to quantity, quality and line displacements shall be binding on both Parties and shall form the basis for invoicing, except for cases of manifest error or fraud. If a Cargo is Supplied using the Supply Point Method, the The costs of any Independent Inspector engaged pursuant to the terms of this Agreement shall be [REDACTED]. If a Cargo is Supplied using the Execution Method, then [REDACTED] pursuant to the terms of this Agreement. If the Parties are ever unable to agree on an Independent Inspector, Seller shall have the right, in good faith, to designate an entity as the Independent Inspector, provided such entity has been approved by US Customs. Each Party shall provide or cause to be provided to the Independent Inspector all necessary rights of access. (b) Seller reserves the right to have, at Seller’s cost, a representative to attend the Supply and to witness all aspects of the measurement of the Oil or Feedstock outlined below, including, but not limited to, witnessing of shore tank gauging, meter setting and any analysis. Buyer shall arrange necessary clearance for Seller’s representative to gain access to all areas necessary to conduct such witnessing. Such clearance shall not be unreasonably denied. (c) The quantity determined will reflect full deduction for sediment and water, measured in accordance with the latest API/ASTM standards and methods in effect at the time of Supply, as determined from a representative sample drawn by an automatic in-line sampler. In the event that an automatic in-line sampler is not available, malfunctions during the transfer, the Independent Inspector cannot verify the integrity of the sampler or the sampler container before or after Supply, or the Independent Inspector determines that the samples drawn by such sampler are not representative of the product on board the Vessel on arrival at the Supply Port (including, but not limited to, making a comparison with total of Vessel’s arrival composite sample analysis results and Vessel’s arrival freewater), then sediment and water deduction shall be determined from Vessel’s arrival volumetrically correct composite sample and Vessel’s arrival free water. (d) The measurement of the quantity of Oil or Feedstock shall be carried out at the Supply Port in accordance with the latest API standards in effect at the time of Supply. The quantity of Oil or Feedstock shall be determined by proven meters in the immediate vicinity of the Berth, at the Supply Port. If meters are unavailable, not proven, not functioning correctly, or determined by the Independent Inspector to be inaccurate or not to represent the volume Supplied by the Vessel or the line displacement as detailed below is not performed, then the outturn quantity shall be based on static shore tank measurements at the Supply Port, with receiving shore tanks in conditions recommended in API for determining accurate measurement, and meeting the criteria specified below. If the shore tanks(s) are active, do not meet the criteria below, or the Independent Inspector cannot verify the shore tank measurements prior to or after Supply, or the Independent Inspector determines that these shore tank measurements are inaccurate or are not representative of the volume Supplied by the Vessel, or the receiving tanks are located at a location other than the Storage Facilities where the Vessel is berthed, or Seller’s representative is unable to witness any aspect of the measurement, then the Vessel’s arrival figure, less any remaining on board quantities (“ROB”), adjusted by the Vessel’s load experience factor (“LVEF”) as calculated by the Independent Inspector, shall be used to determine the Supplied quantity. (e) In the event that the Supplied quantity is to be based on shore tank measurements, then all shore tanks taking Supply shall be static and shall contain sufficient Oil or FeedstockOil, prior to Supply, to ensure that the floating roofs are afloat and clear of the “critical zone” by a minimum of 6 inches. (f) In the event that the Supplied quantity is to be based on shore tank measurements, or if meters are to be used, but are not located in the immediate vicinity of the Berth, then, at the commencement of Supply, after opening shore tank gauges have been established, the Independent Inspector shall monitor the performance of a line displacement consisting of the Vessel pumping Oil or Feedstock to the furthest shore tank taking Supply. The line displacement is to be carried out in accordance with API guidelines. The Independent Inspector’s conclusions regarding the results of the line displacement shall be binding on both Parties, except for cases of manifest error or fraud, and the final shore outturn volume shall, if the results of the line displacement are found to be outside the “precision of measurement” limits detailed in API, be credited to the outturn, as necessary. In cases when the line is found to be slack, the entire difference between the volume that the shore tank receives and the volume that the vessel Supplies shall be credited to the final outturn volume. (g) The Refinery shall confirm the line displacement volumes before the Supply resumes. The Refinery personnel present at Supply are required to have the necessary authority to agree to all measurements carried out in relation to the line displacement. Any delays incurred while in dispute after the first line displacement, including the carrying out of a second displacement at Buyer’s option, and until Supply has resumed, are for Buyer’s account.

Determination of Quantity and Quality. (a) The quality and quantity of product Supplied by Seller to Buyer shall be determined by an Independent Inspector. The Independent Inspector’s determinations as to quantity, quality and line displacements shall be binding on both Parties and shall form the basis for invoicing, except for cases of manifest error or fraud. If a Cargo is Supplied using the Supply Point Method, the costs of any Independent Inspector engaged pursuant to the terms of this Agreement shall be [REDACTED]. If a Cargo is Supplied using the Execution Method, then [REDACTED] pursuant to the terms of this Agreement. If the Parties are ever unable to agree on an Independent Inspector, Seller shall have the right, in good faith, to designate an entity as the Independent Inspector, provided such entity has been approved by US Customs. Each Party shall provide or cause to be provided to the Independent Inspector all necessary rights of access. (b) Seller reserves the right to have, at Seller’s cost, a representative to attend the Supply and to witness all aspects of the measurement of the Oil or Feedstock outlined below, including, but not limited to, witnessing of shore tank gauging, meter setting and any analysis. Buyer shall arrange necessary clearance for Seller’s representative to gain access to all areas necessary to conduct such witnessing. Such clearance shall not be unreasonably denied. (c) The quantity determined will reflect full deduction for sediment and water, measured in accordance with the latest API/ASTM standards and methods in effect at the time of Supply, as determined from a representative sample drawn by an automatic in-line sampler. In the event that an automatic in-line sampler is not available, malfunctions during the transfer, the Independent Inspector cannot verify the integrity of the sampler or the sampler container before or after Supply, or the Independent Inspector determines that the samples drawn by such sampler are not representative of the product on board the Vessel on arrival at the Supply Port (including, but not limited to, making a comparison with total of Vessel’s arrival composite sample analysis results and Vessel’s arrival freewater), then sediment and water deduction shall be determined from Vessel’s arrival volumetrically correct composite sample and Vessel’s arrival free water. (d) The measurement of the quantity of Oil or Feedstock shall be carried out at the Supply Port in accordance with the latest API standards in effect at the time of Supply. The quantity of Oil or Feedstock shall be determined by proven meters in the immediate vicinity of the Berth, at the Supply Port. If meters are unavailable, not proven, not functioning correctly, or determined by the Independent Inspector to be inaccurate or not to represent the volume Supplied by the Vessel or the line displacement as detailed below is not performed, then the outturn quantity shall be based on static shore tank measurements at the Supply Port, with receiving shore tanks in conditions recommended in API for determining accurate measurement, and meeting the criteria specified below. If the shore tanks(s) are active, do not meet the criteria below, or the Independent Inspector cannot verify the shore tank measurements prior to or after Supply, or the Independent Inspector determines that these shore tank measurements are inaccurate or are not representative of the volume Supplied by the Vessel, or the receiving tanks are located at a location other than the Storage Facilities where the Vessel is berthed, or Seller’s representative is unable to witness any aspect of the measurement, then the Vessel’s arrival figure, less any remaining on board quantities (“ROB”), adjusted by the Vessel’s load experience factor (“LVEF”) as calculated by the Independent Inspector, shall be used to determine the Supplied quantity. (e) In the event that the Supplied quantity is to be based on shore tank measurements, then all shore tanks taking Supply shall be static and shall contain sufficient Oil or Feedstock, prior to Supply, to ensure that the floating roofs are afloat and clear of the “critical zone” by a minimum of 6 inches. (f) In the event that the Supplied quantity is to be based on shore tank measurements, or if meters are to be used, but are not located in the immediate vicinity of the Berth, then, at the commencement of Supply, after opening shore tank gauges have been established, the Independent Inspector shall monitor the performance of a line displacement consisting of the Vessel pumping Oil or Feedstock to the furthest shore tank taking Supply. The line displacement is to be carried out in accordance with API guidelines. The Independent Inspector’s conclusions regarding the results of the line displacement shall be binding on both Parties, except for cases of manifest error or fraud, and the final shore outturn volume shall, if the results of the line displacement are found to be outside the “precision of measurement” limits detailed in API, be credited to the outturn, as necessary. In cases when the line is found to be slack, the entire difference between the volume that the shore tank receives and the volume that the vessel Supplies shall be credited to the final outturn volume. (g) The Refinery shall confirm the line displacement volumes before the Supply resumes. The Refinery personnel present at Supply are required to have the necessary authority to agree to all measurements carried out in relation to the line displacement. Any delays incurred while in dispute after the first line displacement, including the carrying out of a second displacement at Buyer’s option, and until Supply has resumed, are for Buyer’s account.

Determination of Quantity and Quality. (a) The quality and quantity of product Supplied by Seller to Buyer shall be determined by an Independent Inspector. The Independent Inspector’s determinations as to quantity, quality and line displacements shall be binding on both Parties and shall form the basis for invoicing, except for cases of manifest error or fraud. If a Cargo is Supplied using the Supply Point Method, the costs of any Independent Inspector engaged pursuant to the terms of this Agreement shall be [REDACTED]. If a Cargo is Supplied using the Execution Method, then [REDACTED] pursuant to the terms of this Agreement. If the Parties are ever unable to agree on an Independent Inspector, Seller shall have the right, in good faith, to designate an entity as the Independent Inspector, provided such entity has been approved by US Customs. Each Party shall provide or cause to be provided to the Independent Inspector all necessary rights of access. (b) Seller reserves the right to have, at Seller’s cost, a representative to attend the Supply and to witness all aspects of the measurement of the Oil or Feedstock outlined below, including, but not limited to, witnessing of shore tank gauging, meter setting and any analysis. Buyer shall arrange necessary clearance for Seller’s representative to gain access to all areas necessary to conduct such witnessing. Such clearance shall not be unreasonably denied. (c) The quantity determined will reflect full deduction for sediment and water, measured in accordance with the latest API/ASTM standards and methods in effect at the time of Supply, as determined from a representative sample drawn by an automatic in-line sampler. In the event that an automatic in-line sampler is not available, malfunctions during the transfer, the Independent Inspector cannot verify the integrity of the sampler or the sampler container before or after Supply, or the Independent Inspector determines that the samples drawn by such sampler are not representative of the product on board the Vessel on arrival at the Supply Port (including, but not limited to, making a comparison with total of Vessel’s arrival composite sample analysis results and Vessel’s arrival freewater), then sediment and water deduction shall be determined from Vessel’s arrival volumetrically correct composite sample and Vessel’s arrival free water. (d) The measurement of the quantity of Oil or Feedstock shall be carried out at the Supply Port in accordance with the latest API standards in effect at the time of Supply. The quantity of Oil or Feedstock shall be determined by proven meters in the immediate vicinity of the Berth, at the Supply Port. If meters are unavailable, not proven, not functioning correctly, or determined by the Independent Inspector to be inaccurate or not to represent the volume Supplied by the Vessel or the line displacement as detailed below is not performed, then the outturn quantity shall be based on static shore tank measurements at the Supply Port, with receiving shore tanks in conditions recommended in API for determining accurate measurement, and meeting the criteria specified below. If the shore tanks(s) are active, do not meet the criteria below, or the Independent Inspector cannot verify the shore tank measurements prior to or after Supply, or the Independent Inspector determines that these shore tank measurements are inaccurate or are not representative of the volume Supplied by the Vessel, or the receiving tanks are located at a location other than the Storage Facilities where the Vessel is berthed, or Seller’s representative is unable to witness any aspect of the measurement, then the Vessel’s arrival figure, less any remaining on board quantities (“ROB”), adjusted by the Vessel’s load experience factor (“LVEF”) as calculated by the Independent Inspector, shall be used to determine the Supplied quantity. (e) In the event that the Supplied quantity is to be based on shore tank measurements, then all shore tanks taking Supply shall be static and shall contain sufficient Oil or FeedstockOil, prior to Supply, to ensure that the floating roofs are afloat and clear of the “critical zone” by a minimum of 6 inches. (f) In the event that the Supplied quantity is to be based on shore tank measurements, or if meters are to be used, but are not located in the immediate vicinity of the Berth, then, at the commencement of Supply, after opening shore tank gauges have been established, the Independent Inspector shall monitor the performance of a line displacement consisting of the Vessel pumping Oil or Feedstock to the furthest shore tank taking Supply. The line displacement is to be carried out in accordance with API guidelines. The Independent Inspector’s conclusions regarding the results of the line displacement shall be binding on both Parties, except for cases of manifest error or fraud, and the final shore outturn volume shall, if the results of the line displacement are found to be outside the “precision of measurement” limits detailed in API, be credited to the outturn, as necessary. In cases when the line is found to be slack, the entire difference between the volume that the shore tank receives and the volume that the vessel Supplies shall be credited to the final outturn volume. (g) The Refinery shall confirm the line displacement volumes before the Supply resumes. The Refinery personnel present at Supply are required to have the necessary authority to agree to all measurements carried out in relation to the line displacement. Any delays incurred while in dispute after the first line displacement, including the carrying out of a second displacement at Buyer’s option, and until Supply has resumed, are for Buyer’s account.