1. General
1.1 The present Terms and Conditions of Sale and Delivery (the “T&C”) shall apply and being implemented in respect of all business relations of the company Total Marine Services Ltd, with Reg. No. HE 442560 (the “Supplier”) with other companies (the “Buyer/s”). The Supplier and the Buyer/s shall be jointly referred to as the “Parties” and individually as the “Party”. In particular, the Supplier shall provide all the services and supplies (the “Services”) to the Buyer exclusively on the basis of the T&C, whether expressly referring to them in a specific case or not.
1.2 The Buyer by issuing and delivering the purchase order which will be defined hereinbelow, shall be deemed to irrevocably accepts the T&C and therefore, it will be bound by the same.
2. Quotation & Confirmation of Order/Acknowledgment of Order
2.1 The Supplier should send to the Buyer a quotation in respect of the purchase and delivery of certain goods/materials to the Buyer. All quotations of the Supplier are not mandatory, and they are also subject to modifications. Once the Buyer accepts the relevant quotation, it should accept such quotation by delivering a purchase order to the Supplier (the “Purchase Order”) and therefore, the Buyer is bound to proceed with the transaction under the terms initially outlined in the quotation sent by the Supplier to the same (the “Transaction”). Upon receipt of the Purchase Order by the Supplier, the same should send a confirmation of order/acknowledgment of order to the Buyer pursuant to which it acknowledges the receipt of the Purchase Order (the “Confirmation of Order/Acknowledgment of Order”). To this end, by delivering of the Order Acknowledgement from the Supplier to the Buyer, both Parties are bound by the terms of the Transaction and/or contract to be concluded between the Parties (the “Contract”).
2.2 Any quotation delivered by the Supplier to the Buyer shall be effective and valid for 30 days from the date the quotation is delivered to the Buyer unless there is an exception for which timeframes will be given in advance on the Supplier’s quotation. In case the Buyer wishes to amend the Confirmation of Order/Acknowledgment of Order, it has the right to request for such amendment by sending a written notification to the Supplier within three days from receipt of the Confirmation of Order/Acknowledgment of Order. Otherwise, it shall be considered that the Buyer has accepted the delivered Confirmation of Order/Acknowledgment of Order.
3. Prices and terms of payment
3.1 In case of doubt, the prices serving as the basis of the Purchase Order and/or Contract are to be read as, Ex works prices exclusive of packing, dispatch & the legal applicable taxes.
3.2 The Buyer shall be obliged to pay all invoices at the Supplier’s place of business within the maturity period specified on the respective invoice and without any deductions from the amount noted in the Supplier’s offer/quote, unless otherwise agreed between the Parties upon different payment terms.
3.3 Subject to clause 3.2 above, payment is deemed to be completed only when the entire amount stated in the Invoice or Pro-forma Invoice is credited to the Supplier account without any deductions. Any Bank charges that might occur are to be borne by the Buyer.
3.4 In the event the Buyer fails to pay the purchase price or any other amount which is due, it shall – without prejudice to any right of the Supplier to claim damages – be obliged to pay the Supplier an interest on the due amount at a rate of 2.5 % per month.
4. Terms of Delivery, Return and Cancellation
4.1 Any delivery date specified in the Confirmation of Order/Acknowledgment of Order or otherwise shall be deemed as an estimated delivery date only, and the Supplier shall not be liable for any loss, damage or expenses whatsoever might be caused or arising out of any delay in delivery.
4.2 Subject to clause 4.1 above, the Buyer shall not be entitled to refuse to accept the goods because of late delivery.
4.3 In case of any wrong delivery, the Buyer has to notify the Supplier within 3 (three) working days from receipt of such materials/goods; failing to do so, the Buyer shall be deemed to have accepted the quantity & quality of materials/goods delivered and in this respect, the Buyer shall not have the right to claim damages.
4.4 Count down of the delivery time starts upon the date of the issuance of the Supplier’s Confirmation of Order/Acknowledgment of Order.
4.5 Packing and Handling charges are not included in the Supplier’s offer/quotation or Confirmation of Order/Acknowledgment of Order. The Supplier will provide an estimation of the Packing and Handling charges upon order readiness to the Buyer, unless otherwise specified in the Supplier’s offer/quotation.
4.6 Once goods are delivered to the Buyer, such delivery shall be considered as final and non-returnable. In case the Buyer does not wish to keep the relevant goods and/or wishes to return the goods in case the goods are not defective, then it has to pay a cancellation fee of 35% of the price of the returned goods provided that the prior written consent of the Supplier is given in this respect.
4.7 If the goods are not delivered to the Buyer pursuant to the Confirmation of Order/Acknowledgment of Order due to the exclusive fault of the Supplier, then the Buyer is obliged to provide the Supplier with an adequate additional period of at least 15 business days from the date the Buyer informs the Supplier for such a default so that the Supplier shall have enough time to correct such a default and fulfil its obligation.
4.8 The Buyer may cancel the Purchase Order within 48 hours from delivery of the same to the Supplier at no charge, except for orders which are related to custom made products/good which are never cancellable. After passing of the said 48 hours, Buyer’s Purchase Order is non-cancellable and non-returnable, and the Supplier reserves the right to invoice the entire amount of the Purchase Order.
4.9 The Supplier shall follow and comply with all applicable legislations in respect of the delivery and supply of dangerous and/or hazardous and/or asbestos goods. The Supplier shall not be liable in case any of its associates and/or relevant third parties and/or manufacturers and/or other suppliers and providers of the dangerous and/or hazardous and/or asbestos goods to be delivered to the Buyer do not follow and comply with the relevant applicable legislations in respect of the manufacturing and/or delivery and/or supplying and/or otherwise of dangerous and/or hazardous and/or asbestos goods. In such a case, the Buyer shall not claim damages from the Supplier but from the default party as applicable.
5. Passing of Risk and ownership of the goods
5.1 Where delivery is delayed at the request of the Buyer for more than one month, the Supplier shall be entitled to place the goods in store at the Buyer’s risk and expense.
5.2 The ownership of the goods shall not pass to the Buyer whether or not the Buyer has taken delivery of the goods or any part thereof until the Buyer shall have paid to the Supplier the whole of all sums due to the Supplier hereunder.
6. Specifications
6.1 While the Supplier has taken care to ensure the accuracy of any information or advice included in any catalogue or other literature furnished to the Buyer, the Supplier accepts no liability in respect of such information, data or advice, whether given negligently or not and the Buyer shall at the time the Purchase Order is delivered to the Supplier and/or Contract is made be deemed to have carried out its own investigations and tests of the goods.
6.2 Subject to the foregoing the Supplier bears no responsibility of any damage, shortage or loss during the transportation of the goods.
6.3 In case the Buyer considers that the goods delivered are not subject to the Purchase Order and/or the Contract, then it shall send a written notice to the Supplier in this respect. In light to this, the Supplier shall have the right within 30 days from receipt of the said notice to attend the Buyer’s premises to investigate the complaint and the relevant goods.
6.4 If the Buyer fails to comply with sub-condition 6.3, it shall be deemed to have waived all or any claim actions or rights or remedies it may have in respect of the nonconformity of the goods under the Purchase Order and/or the Contract.
6.5 If upon inspection by the Supplier, the goods are found to be damaged, short or otherwise not in conformity with the Purchase Order and/or the Contract, the Supplier shall act in its absolute discretion at its own expense to replace and/or correct the defective goods and/or proceed otherwise as it deems proper.
6.6 The Supplier does not have any obligation to re-supply any goods/spares and other liabilities in case of defects caused by accidental damage, improper use, abuse, negligence, bad installation (including, but not limited to, errors about parameter configuration in case of connection to the electricity grid) and incorrect use on board from the side of the Buyer’s technicians and/or manpower.
6.7 In case the Buyer undertakes the transportation of the goods from the Supplier’s warehouse via his own forwarder or agent, the Supplier will not be responsible or has no obligations where a damage or defects to the goods occurs.
7. Force Majeure
In the event of: war, riots, civil unrest, government intervention or intervention by the public authorities, fire, strikes, lockouts, export- and/or import bans, mobilisation, vandalism, currency restrictions, epidemic, computer virus, hacking, natural disasters, extreme weather conditions, labour shortages, energy and water supplies, perils of the sea, breakdown in machinery, shortages of raw material or fuel or labour, or sub-contractors of the Supplier or any other unforeseen or exceptional circumstances whatsoever affecting the performance of the Purchase Order and/or the Contract, the Supplier may in its discretion either to proceed :
(i)Terminate the Purchase Order and/or Contract and return any advance payment if one exists, made in respect thereof of the Buyer;
or
(ii) Delay delivery for such period or periods as it shall consider necessary and in either case the Buyer shall have no claims whatsoever howsoever arising against the Supplier in respect of such termination or delay. For this reason, the Supplier must inform the Buyer in writing.
8. Confidentiality
8.1 Any drawings or technical documents intended for use in manufacture or construction of the goods and submitted to the Buyer prior or subsequent to the formation of the Purchase Order and/or the Contract remain the Supplier’s exclusive property. Such drawings or technical documents may not without the Supplier’s consent be utilised by the Buyer or copied, reproduced, transmitted or communicated to a third party. The said drawings and documents shall become property of the Buyer only if it is expressly so agreed in writing by the Supplier.
8.2. In the event that a Purchase Order and/or Contract is not proceeded with for any reason whatever, each Party shall upon demand return to the other all such materials is referred to in the preceding sub-clause and undertake to destroy any copies thereof which may have been made by it.
8.3 Any information provided by the Supplier to the Buyer regarding inquiries /offers/quotations/orders are given confidentially and must remain between the two trading Parties. The Supplier has the right to keep for its records all necessary data which might be used in future claims/disputes etc. which might occur.
9. Jurisdiction and Choice of Law
Any dispute between the Supplier and the Buyer shall be resolved according to Cyprus Law and the courts of Cyprus shall have the exclusive jurisdiction to resolve such a dispute.
10. Personal Data Protection
10.1 The Supplier and the Buyer shall comply at all times with its obligations under the European General Data Protection Regulation (2016/679) and/or any other data protection regulation applicable (hereinafter referred to as the “Data Protection Legislation”) having appropriate regard to the related guidelines and guidance notes issued from time to time by the data protection commissioner (and any successor) and all other relevant regulatory authorities.
10.2 Each Party shall not perform its obligations under the Purchase Order and/or Contract concluded between them in such a way as to cause the other Party to breach any of its applicable obligations under the Data Protection Legislation.
10.3 Each Party shall, without limiting the generality of Clauses 10.1 and 10.2 hereinabove, maintain all necessary registrations under the Data Protection Legislation.
10.4 To the extent that one Party acting as data Processor processing Personal Data on behalf of the other Party as data controller, the processing party shall:
- process such Personal Data only in accordance with instructions from the other Party (which may be specific instructions or instructions of a general nature as set out in this Agreement or as otherwise notified by the other Party);
- process such personal data only to the extent, and in such manner, as is necessary for the purposes of the Purchase Order and/or Contract concluded between the Parties or such other purposes as may be specified by the other Party or as is required by the applicable laws or by any regulatory authority;
- not store such Personal Data on mobile communications devices or other moveable storage device (for example laptops, USB sticks or CDs), unless those devices are encrypted,and more generally implement appropriate technical and organizational measures to protect such Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction or damage to such Personal Data and having regard to the nature of the personal data which is to be protected;
- take reasonable steps to ensure the reliability of its staff/employees who have access to such Personal Data;
- promptly notify the other Party of, and correct, any errors or inaccuracies in such Personal Data upon becoming aware of such errors or inaccuracies, irrespective of the cause of the errors or inaccuracies, and promptly notify the other party once it has done so;
- obtain prior written consent from the other Party in order to transfer such personal data to a third party (which consent may, without limitation, be provided pursuant to the agreement by the Parties). Such prior consent shall not however be required to the extent that the transfer to the third party is essential for performance of the Purchase Order and/or contract between the Parties, provided that the third party and the purposes for the transfer are specified in writing to the other Party before the transfer takes place (and again so specified before any change in the purposes for the transfer, or at the request of the other Party) and that such transfers are made in accordance with the applicable laws;
- ensure that all staff/employees required to access such Personal Data are informed of the confidential nature of such Personal Data and comply with the obligations set out in this clause 10 of the T&C;
- notify the other Party (within five Business Days) if it receives: a request from an individual to have access to that individual’s Personal Data; or another form of request, or complaint, relating to the other Party’s obligations under the Data Protection Legislation;
- provide the other Party with full co-operation and assistance in relation to any such complaint or request; and
- not store, transfer or process such personal data outside the European Economic Area (provided that the Parties may do so in connection with the Services).
For the purposes of this clause 10, we set out the following definitions:
“Personal Data” shall mean any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Processing of Personal Data” or “Processing” shall mean any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
“Processor” shall mean a natural or legal person, public authority, agency or any other body which processes Personal Data on behalf of the Company.