These General Terms and Conditions of Sale apply to every sale of Goods and every provision of Services made by Spacel Cyprus Ltd. (hereinafter “the Seller”) and overrides any other terms and/or conditions presented or invoked by any other party whatsoever, including the Buyer (as hereinafter defined).
For the purposes of these General Terms and Conditions of Sale:
“Buyer” means jointly and severally in any event the owner of the Vessel and (as the case may be) the master of the Vessel, her manager, her operator, her respondent owner, her charterer, her demise charterer and any other party which has contracted with the Seller for the particular supply of Goods and/or the provision of Services and is stated as a buyer in the Seller’s written “Confirmation of Sale”. The manager of a Vessel shall be deemed as acting for the owner of the Vessel, unless he/she advices the Seller otherwise in writing before the Seller dispatches its “Confirmation of Supply”.
“Goods” means the equipment and/or any other merchandise which the Seller may supply to the Vessel.
“Services” means the services which the Seller may provide to the Vessel.
“Manufacturer” means the party that has manufactured the Goods supplied to the Vessel by the Seller.
“Confirmation of Supply” means the document that has been drafted by the Seller and has been dispatched to the Buyer following the conclusion of a contract which contains all the specific agreements governing the sale of Goods and/or the provision of Services from the Seller to the Buyer.
“Vessel” means the ship to which Goods are supplied and Services are provided.
“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the “Consolidated List of Financial Sanctions Targets and Investment Ban List” issued by HMT, the Consolidated list of persons, groups and entities subject to European Union financial sanctions and the United Nations, or any similar list issued or maintained or made public by any nation, organization and other applicable authority.
“Sanctions” means any applicable sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available as imposed by nations, organisations and other applicable authorities.
• Prices and Services are in the currency stated in writing to the contrary in the “Confirmation of Supply” the prices for Goods quoted are “ex works and unpacked” from the place of manufacturer/supplier, excluding VAT, Customs Clearance Duties/Taxes and Transportation/freight expenses.
• Any additional expenses incurred by the Seller when supplying the Goods and/or providing the Services shall be payable by the Buyer in addition to the prices specified in the Confirmation of Supply and include (without limitation):
• All packing freight and related shipping and carrier charges, insurance, customs clearance, payment of any taxes and duties payable on the goods, warehousing and storage in transit and any other costs incurred relating to the transportation of the Goods to their final destination;
• Any materials, cables and plinths and all costs of installation and/or supervision of installation and/or servicing of the Goods.
• Delivery dates are not guaranteed. The Seller will use its commercially reasonable endeavours to keep to the quoted delivery dates but shall not be held liable for failure to do so.
• If, in the case of delivery Ex Works, the Seller at the request of the Buyer undertakes to dispatch the Goods to their destination, the risk will pass to the Buyer as soon as the Goods are handed over to the first carrier.
• For all services carried out, service cost (time/parts) is always subject to settlement of payment, irrespective of the service result. Services are not held on “no cure no pay” basis.
• Payment: Strictly within 30 days from the invoice issuance, unless otherwise agreed in our quotation.
• Potential objections/disputes should be raised within a period of 30 days from the invoice issuance. In different case, all relevant invoices are subject to full settlement.
• Payment for the Goods and Services and any other expenses payable by the Buyer shall be made, as agreed in writing
• For VAT exemption, if applicable, necessary documentation will be required before it is applied.
• In case the prices quoted to the Buyer are in some currency other than Euro, payment of the invoice shall be made in that same currency.
• If the Buyer fails to pay due invoices in time, the Seller shall be entitled to charge interest on the overdue amount at the legal rate from the due date until the date of the full actual payment.
• Owners, Managers, Operators and Vessel are jointly responsible for the settlement of all costs involved in services carried out.
• Handling Fees/ banking fees will be applicable, as stated in our offer.
6. Buyer’s responsibilities
• The Buyer is liable to make full payment of the Goods and Services to the Seller before the Vessel is sold to its new owners or demise chartered or there is a change in management or operation.
In case the Goods and Services are not paid beforehand by the Buyer then the new owner of the Vessel or demise charterer or manager or operator are liable to make the payments to the Seller as if they are a party (Buyer) to this agreement.
7. Legal Costs
• All judicial and reasonable legal costs and expenses incurred in connection with non-payment or delayed payment of undisputed amounts, or in connection with any other breach by the Buyer of these conditions shall be, for the Buyer’s account, immediately payable to the Seller upon provision of reasonable proof.
• The Buyer, or any other party acting on its behalf, is not entitled to place any markings on the Delivery Receipts as to non-liability on its part to pay for the Goods, unless such marking has been agreed in writing between the Seller and the Buyer in advance of the delivery. Any such marking placed without agreement shall have no validity or affect
whatsoever. Where such marking is placed before the completion of the delivery of the Goods, the Seller has the right to withhold or interrupt the supply, with all relevant delay being for the account of the Buyer.
• Any partial payment made by the Buyer as against one or more unpaid invoice(s) of the Seller shall be imputed to the due expenses which are incurred, to the due interest incurred to the principal amount of the oldest due invoice.
8. Retention of Title
• All Goods shall remain Seller’s property until the Buyer has fully made all relevant payments to the Seller. The products shall however remain on the Vessel at Buyer’s sole risk and expense until such full payment, unless the Buyer is declared bankrupt or makes any proposal to its creditors for reorganization or other voluntary arrangement or seeks such protection from any Court; or administrator or liquidator is appointed in relation to the Buyer, in which case, the Buyer shall promptly and at his own expense the Goods available to the Seller allowing the Seller to repossess same and remove them from the Vessel at a suitable place.
Manufacturer’s Standard Warranty Terms are applicable in accordance with the specifications agreed in the Confirmation of Supply. Warranty does not cover damage or defects for reasons other than normal wear and tear. This shall also apply to damage caused by improper operating procedures (other than clearly described in manufacturer’s manuals), fire, water, theft, severe weather conditions, civil commotion, pillage, lighting, fluctuation of more than +-10% of ships ‘mains voltage’ (or other level as described in manufacturer’s manuals) or other external influences.
The Buyer by accepting the sale of goods and provision of services by Spacel Cyprus Ltd hereby confirms that (a) the Vessel is not owned or controlled by a person, entity or party on any Sanctions List or is a target of Sanctions (b) the Vessel and the Buyer are not sanctioned and are not conducting business with any country on any sanctions list or such country’s counterparties and in case are in compliance with sanctions.
• Under no circumstances shall the Supplier or its servants, subcontractors and/or agents be liable for any physical injury or damage.
• The Seller shall generally not be liable for any total or partial inability to supply any Goods and/or for any delay, by reason of any cause which is not within the immediate control of the Seller.
• Any dispute must be reported to the Company within 30 days from the date of issuance of the relevant invoice, otherwise such is considered void and non-existing.
12. Law and Jurisdiction
These terms and conditions and the agreement governed by them shall be governed by Greek law. Any dispute relevant to or in relation hereto shall be referred to the jurisdiction of the competent Courts of Piraeus, Greece. However, nothing in the clause shall preclude or prevent the Seller in the event of a breach of this Agreement by the Buyer from taking any such actions for the purpose of securing and/or enforcing its rights hereunder, before any
other Court or Tribunal of any other country or state, including (but without limitation) to enforce its maritime lien rights, arrest the Vessel, cause her sale by auction or Court Order etc.