Common use of Measurement and Sampling Clause in Contracts

Measurement and Sampling. 18.1 The quantity and quality of the Products shall be determined (on the basis set out in this website) by an independent, licensed petroleum inspector appointed by Seller and approved by Buyer (such approval not to be unreasonably withheld or delayed). The costs of inspection shall be shared equally between the Parties. The inspector's determination as to quantity and quality shall be conclusive and binding upon both Parties. 18.2 All measurements and tests for quantity and quality shall be made in accordance with the standard measuring and testing procedures in effect for such Products at the loading terminal at the time of loading (or, in the case of sales on CIF Outturn terms, at the discharge terminal at the time of discharge), unless otherwise specified. Volumes shall be corrected to 60 degrees Fahrenheit in accordance with the latest ASTM test methods and the latest edition of API volume correction factors then in effect. 18.3 Both Parties may have a representative present at the loading terminal to witness all measurements and tests. Representative samples normally will be drawn from the loading line or alternatively from the shore tanks from which delivery is made, by the standard sampling procedures in force at the loading terminal at the time of loading (but, in the case of sales on CIF Outturn terms, they will normally be drawn prior to discharge from the vessel from which delivery is made, by applying the standard sampling rules and procedures in force at the discharge terminal at the time of discharge). Samples shall be sealed, one to be kept by Seller for not less than (90) days and the other to be delivered to the vessel for Buyer. 18.4 The Parties shall cause the independent inspector to gauge and record inactive shore tank measurements immediately before and immediately after loading (or, in the case of sales on CIF Outturn terms, discharging) of the Products to determine the volume of Products loaded (or, in the case of sales on CIF Outturn terms, discharged) (adjusted for slack volume in shorelines, if any), or by meters, if meters are available. When lightering is permitted, the quantity shall be based on barge ullage measurements at the lightering area corrected by the vessel experience factor. Unless otherwise agreed, the quantity of Products so determined shall be used for invoicing. In the case of Products sold CIF Outturn, with invoicing based upon discharge quantity, Seller has the right to have its own representative present at the discharge terminal during discharge. 18.5 If the inspector's determination shows the quantity and quality of Products loaded onto the vessel (or, in the case of sales on CIF Outturn terms, discharged from the vessel) to be in accordance with the requirements of a Transaction, then Buyer shall be deemed to have accepted such Products and may not reject them. Buyer may not reject Products by reason that the quantity loaded or discharged (as the case may be) is less than required by a Transaction. If the quantity of Products tendered for loading or discharge or loaded or discharged (as the case may be) is larger than required by a Transaction, Buyer may either accept them all (and pay for them all at the contract rate) or reject the excess but may not reject them all. 18.6 Buyer shall notify Seller of any claim as to defect in quality of the Products in writing immediately after such defect is discovered. Seller shall not be liable for any claim regarding the quality or quantity of any Products delivered unless such claim has been submitted by Buyer to Seller in writing, including supporting documentation and reasonable details of the facts on which the claim is based, within ninety (90) days from the date of the ▇▇▇▇ of lading (in the case of a sale on CIF or CFR terms) or from the date of discharge (in the case of a sale on CIF Outturn terms). Should Buyer fail to submit such claim or provide such details and/or documentation within this time period, then such failure shall be deemed a waiver by Buyer of any such quantity or quality claim and any liability of Seller for any such claim shall automatically be extinguished.