22/04/2026

Commercial Court clarifies effect of Incoterms on contractual delivery obligations under the BP GTCs

The London Circuit Commercial Court has handed down judgment in FinCo International AG v Integra Petrochemicals Europe AG [2026] EWHC 727 (Comm), a c.US$3 million claim by FinCo for damages and restitution arising out of a contract for the sale of MTBE (a petrochemical) concluded on the BP Oil General Terms and Conditions (the “BP GTCs”) and the Incoterms 2010.

The case raised a number of issues of significance for commercial parties contracting on the BP GTCs and making use of delivery Incoterms in their sale contracts.

The first issue was the effect of an agreement between the parties to switch from a DES (“delivery ex ship”) to CIF (“cost insurance freight”) basis delivery after the contract had been concluded. The specific question was the effect of such a variation on a contractually agreed window of fixed “delivery dates” when the contract had been on a DES basis. The Deputy Judge held that, while it was open to parties to a CIF contract to agree fixed delivery dates, under section 11 of the BP GTCs the fixed “delivery dates” amounted to indicative “discharge dates”. That meant that even though the ‘delivery dates’ had been fixed when the contract been concluded, they stopped being so when it was varied to be on a CIF basis. The judge refused FinCo permission to appeal on this point.

This judgment also sheds light on the proper construction of vessel nomination obligations in the BP GTCs, in particular under section 14 (within the CIF terms section). The deputy judge held that, under the section 14 regime, a buyer is obliged to give notice accepting or rejecting the nomination of a vessel within 1 business day of receipt. If it does not, the buyer is assumed to have accepted the vessel. This outcome will no doubt be of important interest to those contracting on the BP GTCs.

Oliver Caplin KC and Isabelle Winstanley were instructed for FinCo by Alistair Feeney and Clare Chyb of HFW.