European Liquid Bulk Storage & Tank Terminal Operations

1.1. Definitions: For the purposes of these Conditions, the following capitalized terms shall possess the respective meanings:

• "Custody Transfer Point": The physical flange connection coupling the Terminal's shore pipeline manifold to the permanent manifold flange of the delivering or receiving Vessel, Inland Barge, Rail Tank Car (RTC), or Road Tanker.
• "Laytime": The agreed period of running hours allocated to the Customer for the complete mooring, connection, sampling, discharging or loading, line clearance, and disconnection of a designated marine transport unit without incurring demurrage charges.
• "Notice of Readiness (NOR)": The written declaration delivered by the Master, pilot, or ship agent certifying that the Vessel is arrived within port boundaries, anchored or berthed, cleared by customs and port state control, and physically prepared in all compartments to initiate cargo transfer.
• "Off-Spec Product": Any parcel of liquid bulk whose physical or chemical parameters (including but not limited to flash point, vapor pressure, viscosity, sediment, water content, or density) depart from the agreed technical parameters specified in the Product Storage Schedule and the relevant Safety Data Sheet (SDS).
• "Throughput": The cumulative volumetric or mass quantity of Product received at the Custody Transfer Point, temporarily accommodated within Terminal shore tanks, and subsequently redelivered into the designated transport mode of the Customer or its nominated consignee.

1.2. Precedence of Terms: In the event of any irreconcilable discrepancy between the specific terms of a bespoke Tank Storage Agreement executed between the parties and these General Terms, the bespoke Agreement shall govern. Any standard purchasing, shipping, or general conditions promulgated by the Customer are explicitly rejected and void of legal effect unless endorsed in signed writing by an authorized statutory director of K.T.T. BV.

2.1. Ocean Tanker Nominations: The Customer shall transmit written nominations for deep-sea and coastal chemical/petroleum vessels not less than five (5) complete Business Days prior to the estimated time of arrival (ETA) at the Western Scheldt pilot station or Terneuzen Lock entrance. Nominations must include full vessel particulars, Q88 data sheet, valid OCIMF SIRE or CDI inspection inspection report dated within the past six (6) months, international tonnage certificate, and certified cargo history of the prior three (3) voyages.

2.2. Inland Barges & Multimodal Units: Inland tank barges operating under ADN regulations must be nominated at least forty-eight (48) hours in advance. Road tankers and rail tank cars (RTC) require pre-registration via the K.T.T. Automated Logistics Portal at least twenty-four (24) hours prior to gantry arrival.

2.3. Right of Rejection & Port Compatibility: The Terminal Operator reserves the unqualified right to refuse access to any vessel, barge, or overland transport unit that:

• Exceeds the Kluizendok physical constraints (maximum draught of 12.50 meters freshwater, maximum length overall LOA of 265 meters, or maximum deadweight tonnage of 80,000 DWT);
• Fails terminal vetting criteria regarding hull integrity, inert gas system (IGS) capability, vapor emission control (VEC) compatibility, or mooring winch configuration;
• Lacks statutory certifications under SOLAS, MARPOL 73/78 (Annexes I & II), or the European Inland Navigation Rules (ADN).

3.1. Tender of Notice of Readiness: The Master of an accepted vessel may tender NOR only after the vessel has arrived within the Port of Ghent jurisdiction, successfully transited the Terneuzen Lock complex (Nieuwe Sluis / Oostsluis), moored alongside the designated K.T.T. Jetty Berth (Berth 1, Berth 2, or Barge Jetty B-1), and completed customs, immigration, and maritime police clearance.

3.2. Commencement of Laytime: Laytime shall commence upon the earlier of:

• Six (6) consecutive hours following the receipt and formal written acceptance of a valid NOR by the K.T.T. Loading Master; or
• The vessel being securely moored alongside with gangway down, shore grounding cable clamped, and vapor return / loading arms coupled.

3.3. Pumping Warranty & Pressure Limits:

3.4. Exclusions from Laytime: Laytime shall not count, and demurrage shall not accrue, during delays caused by vessel-side mechanical failures, leaking shipboard manifolds, delays in tank ullage gauging by the Customer's surveyor, non-compliance with the ISGOTT Ship/Shore Safety Checklist, or adverse meteorological events (sustained wind speeds exceeding 30 knots or lightning within 5 nautical miles).

4.1. Demurrage Accrual: If the agreed laytime is exceeded as a direct and exclusive result of terminal-side pumping failure or pipeline unavailability attributable to the gross negligence of the Terminal Operator, demurrage shall be payable at the daily rate verified in the relevant Charter Party or, in the absence of a stated Charter Party rate, in accordance with the Worldscale Association / K.T.T. Published Tariff Schedule.

4.2. Mandatory Claim Window: Any claim for demurrage must be notified in writing to K.T.T. BV within fourteen (14) calendar days, and fully documented with certified port logs, Statement of Facts (SOF), pumping logs, and surveyor reports within thirty (30) calendar days of completion of hose disconnection. Claims submitted after this thirty-day period are unconditionally waived and extinguished.

5.1. Independent Surveyors: Prior to commencing discharge or loading, a mutually agreed, internationally accredited independent inspection company (certified under IFIA / TIC Council standards, such as SGS, Bureau Veritas, Saybolt, or Camin Cargo) shall be appointed at the Customer's expense to verify product quality, measure shore and ship tank ullages, determine cargo temperature, and draw representative samples.

5.2. Four-Point Sampling Protocol: Representative composite samples shall be drawn at four distinct custody intervals:

• (a) Vessel cargo tanks prior to discharge;
• (b) Terminal manifold connection flange during initial pumping;
• (c) Terminal designated shore storage tank before product ingress; and
• (d) Terminal shore tank following transfer completion and settling.

5.3. Ninety-Day Sample Retention: All drawn samples shall be divided into four hermetically sealed, tamper-evident glass containers. Two samples shall be delivered to the independent surveyor, one to the vessel Master, and one retained in the climate-controlled K.T.T. Quality Assurance Laboratory for a minimum period of ninety (90) calendar days. In the event of quality disputes, the Terminal retained sample shall constitute prime facie evidence of cargo condition at the Custody Transfer Point.

5.4. Off-Spec Cargo Rejection: If initial lab testing indicates that the product does not conform to the pre-agreed specification, K.T.T. BV retains the immediate right to suspend discharge. The Customer shall hold the Terminal harmless and indemnify it for all pipeline decontamination, nitrogen purging, and demurrage costs incurred as a result of off-spec cargo presentation.

6.1. Official Standards of Measurement: Product quantities shall be determined using radar gauge servo-transmitters certified under OIML R85 and MID guidelines, calibrated in accordance with ASTM / API Petroleum Measurement Tables (Table 54A, Table 54B, or Table 54C at standard 15°C reference temperature), or high-precision Coriolis Mass Flowmeters (Class 0.2 accuracy).

6.2. Allowable Handling & Evaporation Tolerance: The Customer acknowledges that volatile and liquid industrial chemical products are inherently subject to minute evaporation, vapor displacement, wall adhesion, and handling variances. A standard handling allowance of up to 0.25% by mass (or 0.35% for high-vapor-pressure chemicals) per storage cycle is agreed as normal operational loss for which the Terminal Operator shall incur no liability.

7.1. Invoicing & Payment: Fixed tank capacity reservation fees are invoiced monthly in advance on the first business day of each calendar month. Throughput handling charges, heating steam tariffs, nitrogen blanketing energy, and lab analysis fees are invoiced monthly in arrears. Invoices are strictly payable within thirty (30) calendar days from the date of invoice, net of all bank charges and without set-off, retention, or withholding.

7.2. Late Payment Interest: In accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, any overdue invoice shall automatically and without prior notice of default accrue statutory interest calculated at the Belgian statutory rate plus 8% per annum, alongside a fixed recovery fee of 10% of the overdue principal balance (minimum €250.00).

7.3. Possessory Lien & Right of Retention (Retentierecht / Droit de Rétention): The Customer acknowledges and covenants that the Terminal Operator possesses an absolute possessory lien and statutory right of retention over all Products, bills of lading, and delivery orders held in the Terminal's tanks, pipelines, or bonded warehouses to secure payment of any and all accrued debts, storage fees, throughput tariffs, heating surcharges, and demurrage penalties owed by the Customer. If default continues beyond forty-five (45) days after written demand, K.T.T. BV shall be legally entitled to apply to the Enterprise Court of Ghent for judicial authorization to sell the retained Product by public auction or private treaty to satisfy the outstanding indebtedness.

8.1. Limitation of Terminal Liability: The Terminal Operator shall only be liable for physical loss, physical destruction, or direct contamination of the Product caused by proven intentional misconduct or gross negligence of its executive statutory management. The Terminal Operator shall under no circumstances be liable for indirect, punitive, or consequential damages, including loss of profit, loss of revenue, business interruption, demurrage paid to third parties, loss of market, or hedging losses.

8.2. Aggregate Liability Cap: To the maximum extent permitted under Belgian law, the aggregate financial liability of K.T.T. BV for any single operational incident or series of related occurrences shall be capped at the lesser of:

• The total throughput and storage fees actually collected from the Customer for the specific batch in dispute; or
• A cumulative ceiling of €2,500,000.00 (two million five hundred thousand euros).

8.3. Customer Cargo Insurance Covenant: The Customer is legally obliged to take out and maintain comprehensive All-Risk Cargo Insurance covering 100% of the replacement value of the stored Product against fire, explosion, contamination, water ingress, theft, and natural catastrophe. Such insurance policy must explicitly incorporate an unconditional Waiver of Subrogation in favor of Kluizendok Tank Terminal (K.T.T. BV), its directors, employees, contractors, and the North Sea Port Authority.

9.1. Scope of Force Majeure: Neither party shall be held in breach of its contractual commitments to the extent performance is delayed or impeded by events beyond its reasonable control, including but not limited to:

• Catastrophic mechanical or electrical breakdown of the Terneuzen Lock complex (Nieuwe Sluis, Westsluis, or Oostsluis);
• Navigational blockage or unexploded ordnance discovery in the Ghent-Terneuzen Maritime Canal;
• Severe regional electricity grid collapse exceeding backup diesel generator capacities;
• War, terrorism, armed conflict, maritime blockades, acts of state, cyber warfare targeting national infrastructure;
• Official directives issued by the Governor of East Flanders or Seveso emergency civil protection authorities requiring complete shelter-in-place or port shutdown.

9.2. Notification & Mitigation: The affected party must notify the other party within twenty-four (24) hours of the inception of the Force Majeure event, presenting supporting documentation and outlining mitigation strategies.

10.1. Applicable Law: All legal relationships, contract interpretations, custody transfers, and dispute resolutions between K.T.T. BV and the Customer shall be governed exclusively by and construed in full accordance with the laws of the Kingdom of Belgium, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna 1980).

10.2. Exclusive Venue: Any dispute, controversy, or claim arising out of or in connection with these Conditions or any terminal storage contract that cannot be amicably settled within thirty (30) days of formal notification shall be submitted to the exclusive jurisdiction of the Enterprise Court of Ghent (Ondernemingsrechtbank Gent, Afdeling Gent), Belgium.