Marine Technical Group Ltd. (MARITECH) – Standard Terms and Conditions for Sale of Products and Services
Article 1- Definitions
Contractor — means MARITECH Limited with the registered office in 9A Tripoleos 18863, N. Ikonio, Perama, Greece and Tax Identification Number: 999365972, hereinafter referred to as MARITECH.
Customer — means the domestic or foreign business or any other entity, vessel, intermediate, owning/managing company, being the addressee of MARITECH’s offer to sell or supply the Products or purchasing MARITECH’s Products.
Parties — mean MARITECH and the Customer.
Products — mean the Products offered by MARITECH.
Services- mean the Services offered by MARITECH
Contract — means the contract for the sale or supply of the Products and the provision of Services concluded between MARITECH and the Customer through the order placed by the Customer and confirmed by MARITECH or the one concluded by a separate contract document agreed by the parties and titled as “Standard Private Agreement”
Offer — means the offer to sell or supply the Products put forward to the Customer electronically in reply to its inquiry, the purpose of which is the conclusion of the Contract.
Order — means the Customer’s intent to buy the Products or to ask for the provision of Services communicated to the Customer electronically, the purpose of which is the conclusion of the Contract.
Order Confirmation — means MARITECH’s intent to confirm the Order placed by the Customer communicated to the Customer electronically and specifying the terms and conditions of sale or supply of Products and the provision of Services, i.e. the items of Products or the details of the Services , their respective prices, date of the Order fulfilment, invoice address and delivery address (if designated at the time of placing the Order).
Credit Limit — means the maximum allowable amount of debt owed to MARITECH by the Customer, determined by MARITECH based on the history of transactions made with the Customer.
Force Majeure — means the occurrence of an event that could not have been foreseen and prevented, including, but not limited to acts of God, any Government requisition, control, intervention, requirement or interference, any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorists or the consequences thereof, riots, civil commotions, blockades or embargoes, epidemics, earthquakes, landslides, floods or other extraordinary weather conditions, strikes, lockouts or other industrial action, but only if of a general nature and not limited to the Contractor and/or the Subcontractor, or fire, accident, explosion.
Article 2 – General Provisions
2.1 The Contractor’s business activity includes manufacture and sale of alternative spare parts for various types of marine equipment and provision of services related to their maintenance and repair (remote inspection, in-situ and on-board inspection including inspection of units’ condition, technical instructions, operation of units, validation of performance, troubleshoot, routine maintenance, crew training). In reply to the Customer’s inquiry, the Contractor shall provide advice or information on the use of its products in a specific case. The Customer shall be solely responsible for the choice and use of MARITECH’s Products.
2.2 The Sale and supply of the Products and the provision of services by the Contractor shall only be subject to these Standard Terms and Conditions, unless otherwise provided for in a written contract made between the Contractor and the Customer. Provisions of the written contract between the Parties shall supersede the Standard Terms and Conditions.
2.3 The Standard Terms and Conditions are available at www.maritechgroup.com and each Customer has access to them. Information thereof shall be provided to the Customer by the Contractor in the Offer. The Standard Terms and Conditions version current as at the date of placing the Order shall apply to the contract concerned.
2.4 By placing the Order with the Contractor the Customer shall accept the Standard Terms and Conditions.
2.5 Any amendments, supplements to or waiver of these Standard Terms and Conditions in whole or in part shall require the Contractor’s prior consent sent electronically. In order to be valid and effective, provisions of the Standard Terms and Conditions may only be amended or supplemented electronically.
2.6 If the Parties have not signed the written contract, the Standard Terms and Conditions together with the Order and the Order Confirmation shall be the only complete, binding instrument governing the rights and obligations of the Parties, thus excluding any other provisions and references to such provisions.
2.7 General terms and conditions of the Customer’s contracts shall not be binding on the Contractor and shall not be incorporated in the Contract between the Parties.
2.8 The Contractor represents that it has ISO 9001:2015 certification. The Contractor manufactures its products in conformity with the applicable environmental laws. Any comments and complaints concerning environmental issues should be made by phone at (+30) 216 9005500 or via email to email@example.com
2.9 The Contractor’s representatives shall act only within the powers resulting from the Contract.
2.10 The Contractor shall not be liable for its representatives’ actions beyond the extent of such powers, even if taken at the Customer’s unilateral request.
2.11 The Contractor undertakes to send Safety Data Sheets for the relevant Products at the Customer’s explicit electronic request.
Article 3- Offer, Contract and Specifications
3.1 The Offer shall be drawn up following the receipt of the Customer’s inquiry which shall specify:
(i)Name of the equipment for which the Products are intended, (ii)Trade name of the Products concerned in English and their catalogue number, (iii) Quantity of each item of the Products, (iv)Specifications on the services (v) Additional information that may help to clearly identify the Products or services e.g., pictures, drawings, catalogues.
3.2 The Contractor shall make every effort to ensure that the offered catalogue numbers of the Products correspond to the catalogue numbers of the Products specified in the Customer’s inquiry. If the Customer provides wrong catalogue numbers or other information identifying the Products, the Contractor shall not be liable for drawing up an incorrect Offer. The Customer shall verify and confirm compliance of the Contractor’s Offer with the inquiry.
3.3 Delivery dates provided by the Contractor in the Offer shall be estimated dates that may be met as at the date of putting forward the Offer. Until the Order has been confirmed, the Contractor shall not be liable if the Products in stock that have been previously offered are no longer available because of insufficient quantity of such Products and the Order for them being placed by another entity in the meantime.
3.4 The Contract shall be concluded based on these Standard Terms and Conditions through the Order being placed by the Customer and confirmed by the Contractor, effective as of the Order Confirmation being received by the Customer. Any possibility of the tacit (implied) Contract provided for by law shall be excluded. In particular, lack of immediate reply by the Contractor to the Order sent by the Customer with whom the Contractor maintains business relationships on a regular basis shall not mean that the Order has been confirmed.
3.5 The Order placed by the Customer based on the Contractor’s Offer shall specify the Offer number.
3.6 In the event of any changes to the Customer’s Order or any reservations about the Contractor’s Offer, the Contract shall be concluded only upon the Contractor’s confirmation of the Order containing the Customer’s changes or reservations.
3.7 The Order shall specify the information necessary to fulfil it, i.e.:
-Full and correct name of the Customer and its invoice address, together with any other information clearly identifying the Customer (e.g., Tax Identification Number),
-Delivery address (if known on the date of placing the Order),
-Agreed payments terms,
-Customer’s reference number identifying the Order,
-Required date of delivery to the designated address,
-Non-standard packaging, shipping, customs clearance requirements,
-Trade name of the Products concerned in English and their catalogue number,
-Quantity of each item of the Products ordered.
The Customer shall be responsible for the effects of providing incorrect or incomplete details in the Order.
3.8 In order to be valid and effective, any changes to the Order shall be made by the Customer only by electronic means and only up to the moment the Order has been confirmed by the Contractor, unless the Contractor explicitly agrees electronically to amend the Contract at a later date.
3.9 Delivery dates shall be specified by the Contractor in the Order Confirmation. Any changes made by the Customer in the Order or any amendments to the Contract may cause the postponement of the delivery date.
SECTION A- PRODUCTS
Article 4 – Delivery of Products
4.1 Unless otherwise expressly agreed in writing by the parties for the application of a different incoterm that must be specifically expressed and mentioned at the sale documents (i.e. DAP), delivery times accepted by the Contractor are given in good faith but are considered only as an estimate and the delivery of the Products is made according to the terms EXW (Incoterms 2020).
4.2 If the Customer fails or refuses to accept delivery of any Products when they are ready for delivery in accordance with the relevant Order or the Contractor agrees to postpone delivery of the Products at the request of the Customer or the Customer fails to provide any instructions, consents or authorizations required to enable the Products to be delivered on the due date the risk in the Products shall pass immediately to the Customer. In such cases delivery of the Products shall be deemed to have taken place and the Contractor may store or arrange for storage of such Products and charge the Customer for all related costs and expenses (including storage and insurance) and may sell such Products after expiry of 120 days following such failure or refusal and deduct any moneys payable to the Contractor by the Customer from the sale proceeds and charge the Customer for any shortfall below the Contract price.
4.3 The Contractor shall not be liable for the delay in delivery due to a Force Majeure event or any other circumstances beyond the Contractor’s control and occurring through no fault of the Contractor, making it impossible for the Contractor to fulfil the Order on time.
4.4 If a Force Majeure event or any other circumstances referred to above occur, each Party shall notify the other Party of such occurrence immediately by any means available and again when the occurrence has stopped. The delivery date shall be postponed by the period of time over which a Force Majeure event or the above-mentioned circumstances exist.
4.5 At the Customer’s request or upon its consent, each delivery may be affected by the Contractor in part. The quantities, types and dates shall be specified by the Contractor, at the Customer’s request or upon its consent.
4.6 The Contractor reserves the right to make partial shipments if required and after having the Customer’s acceptance. All partial shipments will be separately invoiced and must be paid within thirty (30) days without regard to subsequent deliveries. Delay in delivery of any partial shipment shall not relieve the Customer of its obligation to accept and pay for previous and remaining shipments. The Contractor reserves the right to refuse to make further shipments if the Customer fails to pay for any partial shipments when due.
4.7 If the Products are received by the Customer with delay through the fault of the Customer, the Contractor shall have the right, at its own discretion, to issue an invoice for the Products using EXW terms and to charge the Customer for the storage costs, starting from the date of notifying the Customer of the Products being ready to ship.
4.8 Any returns accepted will be for credit only, transportation cost to be at Customer’s expense, and the Contractor retains, at its sole discretion, the right to determine the value at which the returned goods will be credited. The Contractor reserves the right to dispose of any unauthorized returns to materials without granting credit. Any oral instruction must be confirmed in writing by the Contractor to be valid. All returned goods must be in saleable condition (un-used) or no credit will be allowed by the Contractor.
4.9 If the Customer does not designate the carrier as well as the mode and means of transport to effect the delivery one (1) day prior to the shipment at the latest, the Contractor may, at its own discretion and applying due care, choose the carrier as well as the mode and means of transport and re-invoice the transport costs to the Customer.
4.10 The risk of accidental loss of or damage to the Products shall pass from the Contractor to the Customer as of the date of putting the Products at the Customer’s disposal unless a different incoterm is agreed by the parties according to paragraph 4.1. As of that moment, the Products shall be deemed to have been delivered and the Contractor shall have the right to issue an invoice and send it to the Customer, and the Customer shall pay the invoice.
4.11 If the Customer fails to take delivery of the Goods or fails to give adequate delivery instructions at the time stated for delivery, without prejudice to any other right or remedy available to the Contractor, the Contractor may (i) store the Products until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage or (ii) sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
Article 5-Use of Products
5.1 The Customer shall use the Products and Services only for their intended purposes and in accordance with all instructions contained in the manuals, guidelines, warranty terms and any other terms and conditions applicable.
5.2 The Contractor shall not be responsible for the failure of any of its Products to provide the expected performance, benefits, effects or outcome arising from: (i) the Customer’s failure to comply with the terms under the Contract (ii) failures or fluctuations of electric power, designed temperature, designed pressure and effluent media (iii) Force Majeure and other unusual external influences or (iv) Variations.
Article 6– Risk and Title of Products
6.1 Risk of damage to or loss of Products will pass to Customer upon delivery by the Contractor to Customer in accordance with the EXW term (Incoterms 2020), unless otherwise mutually agreed by the parties.
6.2 The Legal title to Products will pass to Customer only when the Contractor has received payment for such Products in full and, to the extent permitted by applicable law. Until the legal title to Products has passed to Customer, the Customer shall not assimilate, transfer or pledge any of the Products, or grant any right or title in the Products to any third party, except in the normal course of business and against payment or subject to retention of title and shall not ensure that the Products remain identifiable as Products owned by the Contractor.
6.3 In the event of breach by the Customer, the Contractor may require that the Customer returns to the Contractor, at Customer’s cost (including costs for de-installation), all Products in which the title has not yet passed and the Customer shall fully cooperate to enable the Contractor to collect such Products and grant the Contractor free access to the location of the Products.
Article 7 – Warranties for Products
7.1 The Contractor offers warranty only for the quality of its Products.
7.2 Subject to the conditions set out below the Contractor warrants that the Products will correspond with their specification and will be free from defects in material and workmanship at the time of delivery.
7.3 For all new and Fully Factory Refurbished equipment, the Contractor warrants to the Customer that the Products are high quality and are free from defects.
7.4 The warranty period shall start on the date of delivery of the Products and the Contractor warrants only for the period of one (1) year after the delivery of the Products from the Contractor to the Customer.
Article 8– Limitation of liability for Products
8.1 The Contractor shall make every effort to ensure that the offered catalogue numbers of the Products correspond to the catalogue numbers of the Products specified in the Customer’s inquiry and shall provide advice or information on the use of its products in a specific case. If the Customer provides wrong catalogue numbers or other information identifying the Products, the Contractor shall not be liable for drawing up an incorrect Offer.
8.2 The warranty does not apply to ordinary wear and tear or to erosion or corrosion or ageing or fatigue and shall be null and void if Products are used for unintended purpose, not in compliance with their technical properties, are misused, abused, improperly stored, installed, maintained, operated or repaired, are operated by Customer other than in accordance with the Contractor’s guidelines and instructions on the installation, starting, operation and maintenance of the Products.
8.3 THE CUSTOMER ACCEPTS THE LIMITED WARRANTIES SET OUT IN THIS DOCUMENT AS THE ONLY WARRANTIES PROVIDED BY THE CONTRACTOR WITH RESPECT TO THE QUALITY OF ITS PRODUCTS. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, SPOKEN OR IMPLIED BY THE CONTRACTOR, PRESCRIBED BY STATE OR OTHERWISE IMPLIED BY LAW INCLUDING WITHOUT LIMITATION AS TO FITNESS AND MERCANTABILITY FOR THE CUSTOMER’S PURPOSE. THE CONTRACTOR DISCLAIMS ALL LIABILITY FOR THE ACTS, OMMISSIONS AND CONDUCT OF ALL THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, SERVICE/INSTALLING THIRD PARTIES) IN CONNECTION WITH OR RELATED TO THE PRODUCTS. NO OTHER MATERIALS, EXCEPT OTHERWISE SIGNED BY THE CONTRACTOR FOR A SPECIFIC SUPPLY, SHALL GIVE RISE TO ANY WARRANTY OF THE CONTRACTOR.
8.4 The Contractor’s liability shall be limited only to the value of the defective Products and under no circumstances the Contractor shall be liable for any possible damages caused including, without limitation, special, consequential or incidental damages or lost production, sales, goodwill or profits, costs of removal and reinstallation, injury to persons or property or the environment caused directly or indirectly by the use, maintenance, repair, service, adjustment or repossession of the Products or any of them. This limitation shall not apply to any damage caused by a willful misconduct or a hazardous product.
8.5 Warrant claims do not extend the warrant period beyond the original expiry date. The Customer shall make no representation or warranty in any resale of the Products or sale of any product incorporating the Products other than those contained in these terms and conditions.
Article 9- Insolvency of the Customer
9.1 This clause applies if:
a) the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or) goes into liquidation or
b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
c) the Customer ceases, or threatens to cease, to carry on business; or
d) the Contractor reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
9.2 If this clause applies, then, without prejudice to any other right or remedy available to the Contractor, the Contractor shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Products have been delivered, but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
SECTION B- SERVICES
Article 10- Performance and Acceptance of Work
10.1 The Contractor shall provide the services, either in-situ and/or on-board, within normal working hours. Any overtime carried out by the Contractor to complete the services shall be for its account, but any overtime carried out at the Owner’s written request shall be subject to extra cost.
10.2 The Contractor shall make all reasonable endeavors to perform any additional services as requested by the Customer. The Contractor shall, wherever possible, perform these additional services within the period of the contract. However, where the Parties agree that additional works extends the contract period, the extension shall be recorded on a work variation form and the contract period will automatically be extended by the same period.
10.3 If any specified material or equipment is not available at the time required for use in the vessel, the Contractor shall have the right to use other suitable material or equipment of equivalent standard, subject to the Customer’s prior approval which shall not be unreasonably withheld or delayed. In the case that the Contractor confirms that the material or equipment is not available or suitable for the completion of the work extra costs on the waiting time will be charged to the Customer and the Contractor’s personnel shall have the right to leave the workplace and return when the suitable material or equipment is available.
10.4 The Customer shall be deemed to have accepted the services performed by the Contractor as being in accordance with the Contract unless the Customer has notified the Contractor of any non-conformity within three (3) days following the last day on which the services were performed. Any date or period for completion stipulated or quoted shall be deemed to be an estimate only, and there shall be no express or implied time limit in dispatching or completing any service.
Article 11- Provision of Services
11.1 Unless otherwise expressly agreed in writing the Services rendered by the Contractor shall be charged on time used basis in accordance with the Contractor’s general rates for personnel at the date of the Order.
11.2 Unless otherwise expressly agreed in writing the Contractor’s execution of Services is subject to manual assistance being rendered by the Customer’s personnel either through engine room staff or other qualified persons made available by the Customer.
Article 12- Warranty for Services
12.1 The Contractor warrants only for the in-situ services and not for the on-board services. The warranty period for the in-situ services provided by the Contractor begins on the date of delivery and ends six (6) months from the last day of performance of the applicable services. The warranty period in respect of services which has been re-performed under the warranty shall expire six (6) months following the last day on which the services were re-performed under the warranty. The warranty for re-performed services shall be subject to the same terms, conditions and limitations of liability, as those applicable to the originally performed services. Under no circumstances shall the warranty period of any service (whether original or re-performed) extend beyond the date that is twelve (12) months following the date of commencement of the original warranty period as stipulated above in the first sentence of this Clause.
12.2 In relation with the in-situ services and not for the on-board services the Contractor shall repair or re-perform, in whole or in part, at its sole discretion, any defective service which appears during the warranty period. The Customer shall immediately take the appropriate steps to prevent any defect from becoming more serious, and all warranty claims with respect to this warranty shall be made in writing without delay and not later than fourteen (14) days following discovery of such defect during the warranty period. The Customer shall have the responsibility to establish that its claim is covered by this warranty. Replaced parts shall become the Contractor’s property and upon the Contractor’s request, be returned at the Contractor’s cost. Delivery of repairs or re-performance under this warranty will be made in accordance with the original Contract delivery terms.
12.3 The Contractor’s warranty obligation does not include any cranage, electricity, scaffolding, docking, diving, sub-sea work, towage costs, demounting or mounting costs and expenses of the Contractor's personnel or representatives, and all such costs and expenses shall be reimbursed by the Customer to the Contractor when applicable.
12.4 If after the Contractor’s warranty investigation, it is found that the Customer does not have a warranty claim within the scope of these Conditions, then the Customer shall be responsible for all applicable costs and expenses for such inspection, repaired or replaced parts or other service work.
12.5 THIS CLAUSE SETS FORTH THE ONLY WARRANTY APPLICABLE TO THE SERVICES AND IS IN LIEU OF ANY OTHER WARRANTIES, GUARANTEES, OBLIGATIONS AND LIABILITIES EXPRESS OR IMPLIED INCLUDING WARRANTIES, GUARANTEES, OBLIGATIONS OR LIABILITIES AGAINST NON-CONFORMITY OR DEFECTS. THE CUSTOMER HEREBY WAIVES ALL OTHER REMEDIES, WARRANTIES, GUARANTEES AND LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION FITNESS FOR PURPOSE, MERCHANTABILITY OR SATISFACTORY QUALITY).
Article 13- Limitation of Liability for Services
13.1 The Contractor shall only be liable to the Customer when proven loss or damage has been caused by the negligence or willful misconduct of the Contractor or that of those for whom he is responsible.
13.2 Any tests, trials or movements of the Vessel shall be at the Customer’s sole risk and responsibility, and the Contractor shall not be under any liability whatsoever to the Customer for any loss, damage or expense resulting from such tests, trials or movements, unless caused by the intervention, act or omission of the Contractor.
13.3 The Contractor shall not be liable for any work carried out by the Customer or by any third party, even though carried out with the assistance of the Contractor’s personnel. The Customer shall bear the risk of loss of its equipment and other goods in connection with the services, even if such equipment or goods are in facilities used by the Contractor.
13.4 Each party accepts responsibility and liability for the death or personal injury of its own personnel, and the personnel of those entities for whom each party is responsible unless in cases of malicious action or gross negligence of the culpable party.
13.5 Each party further agrees to indemnify and hold harmless the other party, as regards both liability and legal costs, in the event that the aforesaid personnel or their dependents pursue claims for death or personal injury against the party who is not responsible for them. The party not responsible shall notify the other responsible party of such claims.
13.6 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SHALL THE CONTRACTOR BE LIABLE FOR ANY INDIRECT, CONTINGENT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED OR ARISING (WHETHER ACTUAL OR ANTICIPATED) NOR FOR LOSSES OR DAMAGES (WHETHER ACTUAL OR ANTICIPATED) CAUSED BY REASON OF UNAVAILABILITY OF THE EQUIPMENT OR THE FACILITY, SHUTDOWNS OR SERVICE INTERRUPTIONS, LOSS OF USE, LOSS OF PROFITS OR REVENUE, LOSS OF SAVINGS, LOSS OF REPUTATION, INVENTORY OR USE CHARGES, COST OF PURCHASED OR REPLACEMENT POWER, INTEREST CHARGES OR COST OF CAPITAL, ANY CLAIMS OF THE CUSTOMER’S CUSTOMERS, PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF SUBSTITUTED EQUIPMENT, SPARE PARTS OR SERVICES OR REPLACEMENT, REMOVAL OR REINSTALLATION SERVICE WORK NOT ARISING FROM THE WARRANTY PROVIDED HEREIN, TOWAGE CHARGES, POLLUTION REMEDIATION COSTS, COSTS OF DOCKING, DIVING OR SUB-SEA WORK, DAMAGE TO ANY VESSEL, ENGINE ROOM OR POWER PLANT SITE, YARD OR OTHER PROPERTY (INCLUDING DAMAGE TO GOODS OWNED BY THE CUSTOMER), DAMAGE TO ANY EQUIPMENT OR PROPERTY OTHER THAN THE EQUIPMENT, COMPONENTS AND PARTS ON WHICH SERVICE WORK WAS PERFORMED HEREUNDER, COSTS FOR ANY ADDITIONAL TESTS, SEA TRIALS, DEBRIS REMOVAL OR FOR LOSS OF TIME OR USE OF ANY EQUIPMENT, INSTALLATION SYSTEM, OPERATION OR SERVICE.
13.7 In no event shall the Contractor’s liability to the Customer under the Contract, exceeds the sum equal to the price charged for the very services provided.
SECTION C- GENERAL
Article 14 – Prices
14.1 The Contract Price shall include the prices for the products and services provided by the Contractor to the Customer.
14.2 Prices shall be set in the Offer made to the Customer on a case-by-case basis.
14.3 Prices shall be set according to Ex Works (EXW) terms (Incoterms 2020), warehouse designated by the Contractor, unless agreed otherwise.
14.4 Prices quoted shall be the net prices. VAT shall be added to the prices at the rate applicable as at the invoice date, subject to the relevant exemptions.
14.5 In some cases, prices for the Products shall be increased by the cost of packaging or transport or import always specified in the Offer or the Order and approved from the Customer.
14.6 Prices quoted in the Offer shall be the guaranteed prices for the period of four (4) weeks from the date of sending the Offer by the Contractor unless otherwise specified. If the Order is received from the Customer after this period, the Contractor reserves the right to change the prices. Prices quoted in the Offer shall be binding on the Contractor only if the Customer places the Order for all items specified in the Offer concerned.
14.7 Prices shall be exclusive of additional costs incurred by the Contractor at the Customer’s request, i.e., cost of insurance, transport, customs clearance and any other commercial documents. These costs shall be added to the price on the invoice.
14.8 In the absence of express agreement to the contrary, the price for the services provided by the Contractor shall be based on the labor and materials expended and services provided. The Contractor shall exercise reasonable skills and judgment for the estimation of the price that shall be subject to the accuracy of information provided by the Customer.
14.9 If not explicitly agreed otherwise in writing between the Parties, the Contract’s price is based on the service work performed during normal working hours, that cannot be extended beyond 12 working hours a day excluding travelling, transport and breaks. The working hours may be extended only in case of unpredictable events that may cause delays and only after the captain/chief engineer’s written consent.
14.10 In addition to the service fees, the Customer shall be invoiced for accommodation and travel expenses (train, bus, taxi, ferry etc.).
14.11 The Customer has the obligation of picking up the employees of the Contractor by the point of their arrival and take them to the workplace or the hotel. If the Customer does not fulfill his obligation the Contractor may arrange the above at the Customer cost and invoice him accordingly.
Article 15– Payment Method
15.1 The only acceptable method of payment for the Products and Services provided by the Contractor shall be bank transfer to the Contractor’s bank account stated on the invoice.
15.2 The Customer shall pay the price agreed within the period of time set by the Contractor on the invoice which cannot be longer than thirty (30) days following that date of the invoice. Payment shall be deemed to have been made when received into the Contractor’s bank account. Other payment arrangements may take place like i.e. a full prepayment etc following a specific agreement in writing which must be clearly mentioned to the Contract as specified in article 2.2.
15.3 The Customer shall pay all bank charges in respect of the bank transfer to ensure that the currency and amount received into the Contractor’s bank account are as specified on the invoice.
15.4 In the event of delay in payment of the price under any Contract by the Customer, the Contractor shall have the right to calculate statutory interest for the delay and to cease performing its obligations arising from the Contract until all outstanding amounts together with the interest thereon have been paid. In such case, the Contractor may also demand that advance payments be made by the Customer in respect of the Products specified in its Orders that have already been confirmed. If the delay in payment of any invoice exceeds thirty (30) days, the Contractor may terminate the Contract concerned without setting another due date for such payment. The Contractor shall not be liable for any loss resulting therefrom.
15.5 If the Credit Limit set for the Customer has been exceed by it, the Customer shall reduce the outstanding debt by the amount exceeding the Limit, so that other Contracts could be concluded with such Customer.
15.6 The Contractor reserves the right to retain title in the Products that have been sold and delivered to the effect that the Contractor shall maintain ownership of the Products until full payment for the Products has been made by the Customer, together with any other outstanding payments due under the Contract, irrespective of whether the Products have been stored or installed at other entities.
Article 16- Termination of the Contract
16.1 Following the conclusion of the Contract yet prior to the delivery of the Products, the Customer shall have the right to terminate the Contract in whole or in part without giving any reason, however, the Customer shall then pay to the Contractor the contractual penalty in the amount of 35% of the net price of items cancelled in the Order. The right to terminate the Contract shall not be exercised after the Products have been delivered or the Services already provided by the Contractor to the Customer.
16.2 For the Products delivered by the Contractor by special order or on a custom-made basis, the Order shall not be cancelled under no circumstances and the Contract shall not be terminated by the Customer after its conclusion without giving any reason. The Order shall not be changed in respect of the type and quantity of the Products either the quantity shall not be reduced.
16.3 The Contractor shall have the right to terminate the Contract if any of the events specified below occurs:
-For reasons beyond the Contractor’s control relating to the Products and the Services of the Contract and through no fault of its own the Contractor is not able to perform the Contract in whole or in part, it shall then have the right to terminate the Contract in whole or in part. In such case, the Contractor shall not be liable for any possible damage,
- The Customer is in breach of any of its obligations under the Contract which, if capable of remedy, the Customer has not remedied within 30 days of receiving written notice from the Contractor
-In the event described in Article 15.4
-Bankruptcy, restructuring, liquidation or any other similar proceedings have been instigated against the Customer,
16.4 The Contractor has reason to question the Customer’s ability to pay the amounts due to the Contractor because of the Customer’s financial situation and the Customer fails to provide at its own expense the payment guarantee on the date set by the Contractor, as requested electronically by the Contractor and agreed by the Parties.
16.5 Any typographical and other errors or unintentional omissions in the promotional materials, Offer or Order Confirmation, invoice or any other document or information issued by the Contractor shall be corrected and the Contractor shall not be held responsible for such errors or omissions. If the Customer suspects that an error or omission has been made by the Contractor in the Order, the Customer shall notify the Contractor thereof immediately, asking for clarification.
Article 17 – Claims
17.1 The Customer shall verify the Products delivered for compliance with the Order immediately after receiving them, in particular with respect to their quality, quantity and assortment. The Customer shall notify the carrier and the Contractor of any non-compliances by making a claim immediately, not later than within seven (7) working days. Failure to make such claim or give such notice within the stated period shall constitute an irrevocable acceptance of the Contractor Products’ and an admission that such Products have has been received by the Customer in good condition, free of damage and that they fully comply with all the terms and conditions of the Contract.
17.2 If the Customer identifies defects in the Products within the warranty period, the Contractor at its option, undertakes to replace the defective Products with the new Products free of defects or to remove the defects. The defective Products shall be replaced immediately if the defect free Products are in stock. Otherwise, they shall be replaced not later than within three (3) months from the date of filing a claim. In the event that the Contractor fails to deliver the Goods free of defects and to remove the defects, the Customer shall have the right to terminate the Contract in the part relating to the defective Products or ask for refund.
17.3 The act of shipping a replacement part in good faith, to support a Customer, when it is understood that further warranty validation is required, does not validate the warranty claim. If the warranty claim is eventually denied, the Customer agrees to pay the Parts and/or Services provided by the Contractor.
17.4 If the Contractor determines that failed component must be returned, a Return Material Authorization (RMA) shall be issued. An RMA must be issued before any defective product is returned. If the failed component is not returned within thirty (30) days, the Contractor reserves the right to invoice the Customer.
17.5 The Contractor shall not be liable for any accidental loss of or damage to the Products when they are being transported or for any delay in the delivery through the fault of the carrier. When receiving a shipment, the Customer shall inspect it for any possible damage during the transport and, if applicable, it shall draw up a shipment loss or damage report in the presence of the carrier. In the case of failure to draw up such report through the fault of the Customer, the Contractor shall have the right to reject the claim in respect of the shipment loss or damage during the transport.
17.6 Claims should be made to the following electronic address: firstname.lastname@example.org
17.7 The claim should specify the Customer’s reference number identifying the Order, the Product’s catalogue number, details of the defect, the date of its identification and the circumstances in which it has been detected. It is recommended that pictures/drawings of the identified defect be attached to the claim.
17.8 The Contractor undertakes to process the claim as soon as possible. Once all the necessary information has been received from the Customer, the Contractor shall process the claim within three (3) working days.
17.9 At the Contractor’s request, the Customer shall provide any additional information concerning the claim. In such case, the period of time for claim processing shall start as of the moment of receiving full information from the Customer.
17.10 At the Contractor’s request, the Customer shall deliver the defective Goods irrespective of their condition. The mode of shipping and the delivery address shall be determined by the Contractor. The Customer will bear risk of loss of, or damage to, defective Products in shipment to the Contractor.
17.11 Filing a claim shall not release the Customer from his obligation to pay for the Products in respect of which the claim has been made on the agreed date.
Article 18- Force Majeure
18.1 Either Party may be excused from the timely performance of its obligations under the Contract, where the performance is impeded or prevented by events and circumstances beyond its control, identified as events of force majeure according to the definition of the term at Article 1. Each Party shall be temporarily relieved from its obligations during the period of time such events continue and the Contract period shall be extended accordingly.
18.2 In the case of delay caused by the abovementioned events, that cannot be controlled or avoided by the Contractor with all reasonable efforts, any extra costs that may arise during the period of delay shall be charged additionally.
18.3 The Parties are committed to exchange the necessary information which may reasonably be expected without delay, and to adjust their obligations in good faith to the changed circumstances, for the period of time that such events take place.
Article 19- Intellectual Property
19.1 The Contractor has ownership of drawings, casting patterns, data regarding weights and volumes, information regarding prices and any other data which it has prepared or produced in connection with this Agreement. The Customer may at all times use the same in subsequent work on the Vessel. Subject to payment of the copying expenses, the Customer may require the Contractor to supply copies of this material. The Contractor may not make available any of this material to third parties without the prior written consent of the Customer, such consent not to be unreasonably withheld where disclosure is necessary for the completion of the work.
19.2 The Contractor shall ensure that the manufacturing and/or supplying according to drawings, models or other instructions supplied by this Party shall not infringe any trademark, patent or similar rights of third parties.
Article 20- Safety and Health Responsibilities of the Customer
20.1 Without prejudice to the other provisions of the Contract there shall, so far as is reasonably practicable, be provided and maintained safe means of access to every place at which any person has at any time to work in connection with the operations, which means the access shall be sufficient having regard to the number of persons employed and shall be kept clear of substances likely to make foothold or hand-hold insecure and of any obstruction.
20.2 The Work location shall be accessible at all times and suitable for work during the execution of the services, to the Contractor and the employees.
20.3 The Customer shall timely advice the Contractor in writing of all health, safety, security and environmental requirements procedures and instructions applicable at the work site. Without limiting the Customer’s responsibilities, the Contractor has the right, but not the obligation to, from time to time, review and inspect applicable health, safety, security and environmental documentation, procedures and conditions at the work site.
20.4 If, in the Contractor's reasonable opinion, the health, safety, welfare or security of personnel or the work site is, or is apt to be, imperiled by security risks, terrorist acts or threats, the presence of or threat of exposure to Hazardous Materials or unsafe working conditions or environment (whether or not specific to the site), the Contractor has the same authority as the Customer to stop the Service Work. The Contractor may, in addition to other rights or remedies available to it, (i) evacuate some or all of its personnel from the work site, (ii) suspend performance of all or any part of the Contract, and/or (iii) remotely perform or supervise the Service Work. Any such occurrence shall be considered an excusable event without any liability to the Contractor and without causing the termination of the contract. The Customer shall reasonably assist in any such evacuation. All reasonable additional costs incurred by the Contractor as a consequence of the suspension and any subsequent resumption or completion of the services shall be reimbursed by the Customer.
20.5 The Customer shall disclose to the Contractor industrial hygiene and environmental monitoring data regarding conditions that may affect the Contractor’s work or personnel at the work site. The Customer shall immediately inform the Contractor of changes in any such conditions.
20.6 The Contractor has no responsibility or liability for the pre-existing condition of the Customer’s equipment or the work site. Prior to the Contractor starting any work at the work site, the Customer will provide documentation that identifies the presence and condition of any Hazardous Materials and/or contaminated substances, elements or waste of any kind that are restricted by applicable laws or regulations, existing in or about the Customer’s equipment or the work site that the Contractor may encounter while performing under the Contract.
20.7 The Customer shall indemnify the Contractor for any and all claims, damages, losses, fines, penalties and expenses arising out of or relating to any unsafe working conditions, hazardous conditions, Hazardous Materials and/or contaminated substances, elements or waste of any kind that are restricted by applicable laws or regulations which are or where: (i) present in or about the Customer’s equipment or the work site prior to the commencement of the Contractor’s work; (ii) improperly handled or disposed of by the Customer or the Customer’s employees, agents, contractors or subcontractors; or (iii) brought, generated, produced or released on the work site by parties other than the Contractor.
Article 21- Insurance
21.1 Each party shall at its own cost provide for and maintain comprehensive insurance coverage to protect its own property and personnel. Each party shall obtain a waiver of all rights of recourse and subrogation against the other party from its insurers as well as indemnify and hold the other party harmless for all claims of or by either of the parties’ insurers. The Customer’s insurance shall at least cover protection and indemnity insurance and hull and machinery insurance.
Article 22- Taxes and Fees
22.1 The Customer shall pay, where applicable, all duties, withholding and other taxes, customs fees and charges and all charges and fees. All such documentation or approvals which are required by applicable laws, and any applicable modifications of such laws, shall be the responsibility of and paid by the Customer.
Article 23- Confidentiality and Customer’s data
23.1 By accepting these Standard Terms and Conditions of Business, the Customer consents to the processing of its personal data by the Contractor and any entities acting as requested or ordered by the Contractor in connection with the Contract.
23.2 Neither of the Parties shall disclose any information considered a trade secret that has come to its knowledge as a result of maintaining business relationships with the other Party to any third persons. Neither party shall copy or disclose to a third party any document or data provided by the other party without the prior written consent of the other party or use them for purposes other than those for which they were provided.
Article 24-Law and Jurisdiction
24.1 The Contracts concluded based on the Standard Terms and Conditions of Business shall be governed by and construed in accordance with English law. The provisions of the United Nations Convention on Contracts for the International Sale of Products (Vienna, 11 April 1980) shall not apply hereto.
24.2 Any disputes arising under a Contract which is subject to the Standard Terms and Conditions of Business either party may at any time, either prior or subsequent to the commencement of any proceedings, invite the other to participate in an Alternative Dispute Resolution (ADR) procedure including (but not limited to) mediation, early neutral evaluation and/or early intervention by written notice to the other party.
24.3 The other party shall within fourteen (14) calendar days of receipt of such notice reply in writing either agreeing to participate or declining to participate, giving reasons for declining.
24.4 If the parties agree to participate in an ADR procedure, they shall both take such steps as are necessary to progress the ADR procedure in good faith and without undue delay.
24.5 The parties’ participation in the ADR procedure shall not affect the rights of either party to seek such relief or take such steps as it considers necessary to protect its interests.
24.6 The ADR procedure shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to any subsequent or on-going proceedings except to the extent that they are disclosable under the law and procedure governing the relevant proceedings.
24.7 Unless otherwise agreed, each party shall bear its own costs incurred in the ADR procedure and the parties shall share equally any third-party costs and expenses.
24.8 If the other party does not agree to participate in any ADR procedure under this Clause, that fact may be brought to the attention of the arbitrator when allocating the costs of the proceedings as between the parties.
24.9 In the case the parties do not resolve their disputes arising from the Contract with the abovementioned procedure of mediation, any dispute arising out of or in connection with the Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or reenactment thereof save to the extent necessary to give effect to the provisions of this Article. The Arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time of the arbitration proceeding are commenced.
24.10 The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done it so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement pf any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.
24.11 Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
Article 25– Entire Agreement
25.1 The Contractor’s total liability to the Customer for any damage and claim resulting from the concluded Contract shall not exceed value of the Products in respect of which the claim has been made.
25.2 The Standard Terms and Conditions of Business are available on the Contractor’s website in English.
25.3 If any provision of the Standard Terms and Conditions of Business is held invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be affected thereby.
25.4 Failure by the Customer to read the Standard Terms and Conditions of Business shall not release it from the obligation to comply with their provisions.
25.5 These Standard Terms and Conditions of Business and the additionally agreed terms of the Contract contain the entire agreement and understanding of the Parties and supersede all other statements, understandings or the like relating to such subject matter. In case that the Contract signed by the parties according to article 2.2 contains special terms these are considered to prevail the corresponding Standard Terms and Conditions of Business.
Any alteration of the Contract must be in writing and signed by an authorized representative of each Party. No terms, conditions, representations, warranties or covenants contained in any correspondence, catalogue, or in any other form shall be applicable and binding for both Parties.