1. SCOPE – COMPLETE AGREEMENT
These general conditions of sale (hereinafter referred to as “General Conditions”) shall apply to the products, accessories or services (“Goods”) that are sold by Seven Seas (“Seller”) to its Buyers (“Buyer”).These General Conditions, together with Seller’s specific conditions constitute the entire agreement between Buyer and Seller, and supersede any other conflicting terms. Other terms and conditions only become binding upon Seller’s express written confirmation. No additions to or variations from the terms hereof, whether set forth in Buyer’s purchase order or in any other documents, including shipping documents, shall be binding upon Seller unless expressly agreed in writing by Seller.
Seller’s failure to exercise any right shall not be deemed to be waiver of such right. If any of General Conditions or part thereof shall be determined to be void, unforeseeable or illegal in whole or contained in part, such determination shall not affect the validity of the other terms and conditions herein.
2. PRICES AND PAYMENT
Prices are net cash, net of taxes and charges for transportation, insurance, shipping, storage, handling, demurrage and similar items, unless specified otherwise in writing. Any later or extra tax, assessment, duty or other charge of whatever nature and however named, or any additional costs borne by Seller shall be added to the agreed price, provided Seller gives Buyer prior notice to this effect within a reasonable time. Seller shall only be bound to apply for a VAT exemption if Buyer provides it with substantial proof of such VAT exemption. Payment shall be made by Buyer as directed by Seller within the time stipulated in the invoice. Payment shall be made in the currency stated on the invoice, and all payments to be made free of bank charges or other costs into Seller’s nominated bank account. Payment shall be made in full, without set-off, counterclaim, deduction and/or discount (unless otherwise agreed in writing). Payments not made by the due date shall entitle Seller to charge, and shall bind Buyer to pay, interest at the rate of 1.5 percent per month or pro rata without prejudice to any other rights or remedies available to Seller. All costs borne by Seller in connection with the collection of overdue payments shall be born by Buyer. Notwithstanding anything to the contrary, payment will be due immediately in case of bankruptcy, insolvency and other similar laws and Seller shall have the right to cancel the contract or retain that portion of the contract which it has not yet performed without Buyer’s consent. Seller reserves the right to set off Buyer’s debts and or use payments for the settlements of the invoices which have been outstanding longer than 30 days plus any interest on arrears and costs accrued thereon. Hardship conditions shall be acknowledged by the parties in case of any changes, after the effective date, having a significant impact upon Seller’s price and/or costs. Then Seller shall be entitled to adjustment in its price and/or schedules.
3. SPECIFICATIONS – QUALITY/QUANTITY
The quality and quantity of an order shall be confirmed by Seller in writing. It is Buyer’s sole responsibility to address eventual variances from their forwarded orders. If the Goods ordered is not be available at time of supply, Seller shall be responsible for the difference, but shall have the right to deliver the remainder as soon as such Goods is available for delivery at a convenient port/place. The Buyer representatives shall upon receipt ensure that the delivered quantity and quality is in accordance with the accompanying delivery notes issued by Seller. Any eventual differences in quantity and/or or differences in quantity or agreed quality shall be notified immediately in writing to Seller. Should, for any reason whatsoever, such delivery site verification not be made by Buyer, the figures and qualities as stated on Seller’s delivery notes shall be deemed correct and Goods undamaged and accepted by Buyer.
All delivery times quoted by Seller shall be deemed approximate delivery times only unless otherwise explicitly agreed in writing. In all cases Buyer must give not less than 72 hours’ notice of approximate delivery time, followed by 48 and 24 hours’ notice, where last notice must be final and exact. Seller shall have the option to deliver in one or more lot(s), in which case each lot delivered shall be construed as a separate agreement with separate delivery notices. Seller shall not be deemed the exporter of any item and Buyer shall indemnify Seller from all responsibility, loss or costs thereof. Seller shall, unless otherwise agreed, deliver Goods free alongside by truck, or so near thereto as a truck can be unloaded in a safe manner and where advised by local authorities in respect of safety, ISPS (International Ship & Port Safety Code) and/or local regulations. Risk passes as soon as Goods have been unloaded from the truck and placed on the ground. If storage is arranged then Buyer shall be fully responsible for any loss of or deterioration in quality and quantity of Goods arising between the time of delivery and completion of storage time. Transport from storage to the Vessel shall be arranged by and for the risk and account of Buyer. If delivery is required outside normal local working hours or working days then expenses incidental to such delivery shall be reimbursed by Buyer as additional costs. Should the Buyer for whatever reason not be able to receive the delivery, then Buyer shall reimburse Seller the demurrage costs, wages, fuel, accommodation, etc. If deliveries are made offshore by barge or other vehicle then all costs for the barging equipment as well as loading costs, unloading costs, unless otherwise agreed in writing shall be for the account and risk of Buyer.
5 TITLE AND CLAIMS
Supplied Goods shall remain Seller’s property until fulfilment by Buyer of its payment obligations. In case of breach, Seller is entitled to take back and remove Goods delivered. Seller shall further have the right to attach the Buyer’s vessel and/or sister vessels and/or any other assets of Buyer. Buyer agreed that all supplies made by Seller under these General Conditions shall be entitled to the full protection of maritime liens available in any port in the world where the vessel may be found. By taking delivery of Goods and having the delivery note signed, Buyer shall be deemed to have examined and accepted the Goods. Buyer may however be entitled to the reimbursement or replacement of the Goods, if within 7 calendar days from offloading Buyer proves that the Goods have been handled, treated and stored in a manner that causes damage to or deterioration of Goods whilst still in custody of Seller. Proof must be accompanied by a statement of a representative of International Ship Suppliers’ Association (I.S.S.A.), or, if such not available at the actual place, by another independent third party report acceptable to the Seller; any of these or both to be arranged by Buyer. No complaint or claim given by Buyer after 7 days from offloading will be considered by Seller, and any such claims or complaints received after this day are deemed forever barred. In any event Seller shall not be liable for any loss of revenue and/or any other consequential or special loss or damage directly or indirectly sustained by Buyer or by any other person whatsoever. Seller can only be held liable for damages caused by its gross negligence or willful misconduct duly proved by Buyer, and Seller’s liability will in any event be limited to 100% of the invoiced value of the defective or damaged Goods. Only written complaints or claims received within the time limit will be considered.
6 FORCE MAJEURE
If Seller is unable to make timely delivery caused by Force Majeure, which shall include any and all circumstances for which Seller has no reasonable control, including but not limited to weather, strikes or lock outs, unavailability from manufacturers, etc, and as a consequence it is not reasonably possible to make delivery in good time or timely, then Seller’s obligation to supply and deliver shall cease or be suspended for the duration of such Force Majeure. Should an event of Force Majeure cause Buyer to order Seller to deliver at an alternative place or port, then extra costs arising as a consequence thereof (including waiting time and extra transport costs) shall be borne by Buyer.
The General Conditions may be terminated without cause either by the Buyer or they Seller by giving the other a 3-month written notice. Should any party fail to comply with its obligations and does not remedy to such default within 30 days, then the General Conditions may be terminated without further notice.
8 LAW AND ARBITRATION
These General Conditions and all disputes and claims arising out of or in connection with its subject matter are governed by and construed in accordance with the laws of England and Wales. The parties shall use their best endeavours to settle amicably any differences that arise. All disputes arising out of or in connection with these General Conditions shall be finally settled by arbitration in accordance with the DIAC Rules of Arbitration by one arbitrator appointed in accordance with the said DIAC Rules. The seat of the arbitration shall be Dubai, United Arab Emirates, and the language of the proceedings shall be English.
9 VALIDITY DATE
These General Conditions shall be in force and valid for all offers, quotations, prices and supplies given and made by Seven Seas with effect from 00.00 hours GMT on 24 March 2018.
Please also see Terms & Conditions - Seven Seas Germany GmbH