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Terms & Conditions

General Terms and Conditions for Purchase/Service Order

1. General

  1. The Purchase/Service Order shall become a binding contract upon the Supplier acknowledging the Purchase/Service Order by email or upon delivery, supply and/or performance of the supply or services detailed in the Purchase/Service Order, whichever is earlier. For the avoidance of doubt, the Supplier’s failure to acknowledge, respond to or reject the Purchase/Service Order in writing within three (3) days of receipt of the email shall be deemed acceptance of the Purchase/Service Order in its entirety, including all terms and conditions set forth herein. Such deemed acceptance shall be binding and enforceable as if the Supplier had expressly acknowledged and agreed to the Purchase/Service Order in writing.
  2. The Purchase/Service Order, these general terms and conditions and any other documents provided in relation to the Purchase/Service Order are to be read as a whole and construed as being one document. In the event of any conflict, ambiguity or discrepancy, the terms and conditions contained in the Purchase/Service Order shall prevail over the general terms and condition herein.

2. Price

The price for the agreed scope of supply or services shall be set out in the Purchase/Service Order.

3. Cancellation by Purchaser

In the event that the supply or services is cancelled by the Purchaser prior to shipment or transportation or performance of the supply or services, there shall be no claims whatsoever against the Purchaser for any damages, costs, losses, expenses, charges etc.

4. Delivery

  1. Time is of the essence. Failure to deliver the goods or perform the services within the time stipulated by the Purchaser or as specified in the Purchase/Service Order  shall entitle the Purchaser (at its option) to release itself from any obligation to accept and pay for the supply or services and/or to cancel all or part of the order for the supply or services, in either case without prejudice to the Purchaser's rights and remedies, including the Purchaser's entitlement to recover from the Supplier any loss or damages, costs, expenses and/or charges incurred in respect of obtaining such supply or services from other sources(s), including but not limited to any increase in prices thereof.
  2. Neither party shall be liable for any failure or delay in performing its obligations under the    Purchase/Service Order due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, labor strikes, supply chain disruptions or any other unforeseen events that renders performance impossible or impracticable (each a “Force Majeure Event” ).

    The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing details of the event and its expected impact on performance. The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.

    If a Force Majeure Event continues for more than fourteen (14) days, the Purchaser may, upon written notice, terminate the Purchase/Service Order without liability and recover from the Supplier any damages, costs, expenses and/or charges incurred in respect of obtaining such supply or services from other sources(s), including but not limited to any increase in prices thereof.

5. Delivery Destination

The supply or services shall be delivered to such destination(s) as specified by the Purchaser and the risks shall remain with the Supplier until written acceptance by the Purchaser or its authorisedrepresentatives of such risks. Unless instructed by the Purchaser, delivery of the supply or services to any third party (including but not limited to any carrier), shall not in itself be deemed as delivery of the supply or services to the Purchaser nor be construed as the passing of the risks to the Purchaser.

6. Payment for Supply or Services

  1. The Supplier shall not be entitled to payment or otherwise issue any invoice to the Purchaser until  the supply or services have been fully supplied, delivered and/or performed. The payment due to the Supplier or invoice issued by the Supplier shall be calculated based on the actual quantity of supply accepted by the Purchaser or services which have been performed to the satisfaction of the Purchaser.
  2. Any prepayment shall be applied towards the total contract price, with the remaining balance payable as per the agreed payment terms in the Purchase/Service Order. The prepayment is refundable in the event of any cancellation of the Purchase/Service Order by the Purchaser due to a Force Majeure Event, or as agreed by the parties in writing.
7. Inspection and Acceptance.
    1. Notwithstanding Clause 6 above, the Purchaser shall not be deemed to have accepted the supply or services under the Purchase/Service Order until the Purchaser has conducted an inspection of the supply or services to ensure that it is satisfactory. The said inspection shall be conducted as soon as reasonably practicable upon receipt of the goods or completion of the services, where applicable.
    2. In the event the supply or services fail to conform to any of the Warranties set out in Clause 10, the Purchaser reserves the right to reject and refuse acceptance of the non-conforming supply or services or any part thereof. The Purchaser has the sole discretion to require the Supplier, at its own cost and expense, to take all necessary steps, including but not limited to repairing, rectifying or otherwise replace the non-conforming supply or services or any part thereof within seven (7) days or any other period as instructed in writing by the Purchaser. If the Supplier is unable to repair, rectify or otherwise replace the supply or services within the time specified, the Purchaser shall be at liberty to seek an alternative supplier for the supply, delivery and/or performance of the supply or services and the Supplier shall be liable for any loss or damages, costs, expenses and/or charges thereby incurred by the Purchaser, including but not limited to any increase in prices thereof.
    3. The goods are only deemed conforming and delivered upon verification by Vessel’s Captain, Chief Officer or Chief Engineer to ensure that the goods received are thoroughly checked for quantity and quality. The goods are to be verified against the requisition or Purchase Order to ensure ordered specification or parts number are correct before acceptance. If goods are deemed non-conforming, the Purchaser may, in addition to the remedies stated in Clause 7(b) above, return the goods and the associated shipping costs shall be borne by the Supplier or request for a refund at the original price, and if the cost of the goods have increased, the Supplier shall bear the price increase.

8. Labour, Material, Works.

Unless expressly stated otherwise, the Supplier shall provide all labour, materials, equipment, temporary works and the like whether of a permanent or temporary nature and pay all fees, taxes, clearances, duties and the like required for the performance and completion of the supply or services.

9. Compliance with Specifications, Laws and Regulations.

The Supplier shall carry out the supply or services in accordance with the applicable specifications, rules, regulations, standards and codes of practices  in force at the time of the supply or delivery or performance, including but not limited to the applicable safety regulations, notices, etc. and the like. The Supplier agrees to indemnify the Purchaser against any loss, liability, expense, cost, or damage by reason of the Supplier’s breach of of Clause 9 herein.

The following types of supplies shall comply with the applicable industry regulations:

  1. Supplies of lubricants, greases, paints, chemicals and similar hazardous materials are to comply with the Product Data Sheets & MSDS;
  2. All lifting equipments, lifting gear, hoisting and similar load-bearing equipments are to be certified and such certifications are to be supplied along with the materials and/or equipments.
  3. Pressure tested equipments to be provided with appropriate manufacture, inspection, working and test pressure certification.
  4. Safety data are to comply with the MD (Material Declaration), SDOC (Supplier Declaration of Conformity) and other relevant IHM regulations.

10.  Warranties

The Supplier warrants that the supply and services shall be: (i) fit for the purposes intended by the Purchaser, including but not limited to the specifications in the Purchase Order; (ii) of merchantable and satisfactory quality; (iii) free from liens, claims and/or encumbrances; (iv) of good material and workmanship; (v) free from defects; (vi) asbestos free with respect to the supply and no use of asbestos in the provision of the services; and (vii) where applicable, in conformity with the samples approved by the Purchaser. The foregoing requirements are collectively referred to as the “Warranties”.

In the event that any supply orservices are repaired, rectified or replaced \ under Clause 7, the Warranties under this Clause 10 shall apply to the supply or services so repaired, rectified or replaced.

The Warranties hereunder shall be in addition to any additional warranties and guarantees provided to the Purchaser by the Supplier. The Purchaser reserves the right to seek compensation from the Supplier for breach of the Warranties and all other warranties and guarantees provided to the Purchaser.

11. Intellectual Property and Confidentiality

Any information, property, specifications, documents in whatever form, including but not limited to ship general arrangement, ship drawings and/or Purchaser’s corporate history furnished by the Purchaser or the Purchaser’s consultants for the purpose of facilitating the delivery, supply and/or performance of the supply and/or  services, including the purchase of equipments for the vessels,  and any invention, know-how, design or copyright developed by the Supplier from the supply and/or performance of the services shall: (i) belong exclusively to the Purchaser; and (ii) be used exclusively for the supply or services detailed in the Purchase/Service Order. Any information and materials furnished by the Purchaser shall be at the Supplier’s risk. The materials that were furnished shall be maintained by the Supplier in good order and condition until they are returned to the Purchaser within fourteen (14) days after the completion of the supply, delivery and/or performance of the services or termination of the Purchase/Service  Order in accordance with Clause 14 or 15 herein, whichever is earlier.

Except with the prior written consent of the Purchaser, the Supplier shall not at any time communicate to any third party or entity any confidential information (including but not limited to any information furnished by the Purchaser pursuant to Clause 11herein) where such information was : (i) disclosed to the Supplier for the purpose of the supply or services set out in the Purchase/Service Order; and/or (ii) discovered by the Supplier in the course of the performance of the supply or services set out in the Purchase/Service Order.

12. Indemnities and Insurance

The Supplier shall effect a separate insurance policy or policies at the Supplier’s own cost and expense to cover any liability, damages, losses, claims or proceedings whatsoever arising under any applicable laws and/or governmental regulations in connection with the supply or services. Such policy or policies shall be in force at all times and if called upon by the Purchaser to do so, the Supplier shall provide proof of the validity of the policy or policies and any extension thereof.

The Supplier agrees to indemnify and hold harmless the Purchaser from and against any and all losses, costs (including but not limited to legal costs), claims, damages, liabilities and expenses  arising from any non-conforming products and/or any act or omission of the Supplier, its officers, employees, agents, suppliers, or subcontractors, in the performance of any of its obligations under the terms and conditions of the Purchase/Service Order. In no event shall the obligations hereunder be limited to the insurance available to, or carried by the Supplier, the Purchaser, or any of their subcontractors, suppliers or agents.

13. Changes or Modifications

The Purchaser shall be entitled to change or modify the Purchase/Service Order and/or vary the quantity and/or specifications of the supply or services detailed in the Purchase/Service Order. No changes or modifications to Purchase/Service Order shall be valid unless they are made in writing by the Purchaser. The Supplier shall inform the Purchaser in writing within two (2) weeks of issuance of the Purchase/Service Order of any change or modification to the supply or services. Where the change or modification results in an increase in the costs of supplying, delivering and/or performing the supply or services, the Purchaser shall pay the Supplier such cost increases after such cost increases are agreed in writing by the Purchaser.

14. Termination Without Default

The Purchaser may, at its convenience and for reasons other than Supplier’s default, terminate the Purchase/Service Order, in whole or in part, and Supplier shall cease forthwith all further performance under the Purchase/Service Order or any part thereof that has been terminated. In the case of termination by the Purchaser for convenience, the Purchaser shall pay to the Supplier: (i) the agreed price for the supply or services properly rendered up to the date of termination; and (ii) the direct, verifiable and reasonable cost incurred by Supplier in respect of work in progress and raw materials relating to the Purchase/Service Order up to the date of termination. The Supplier shall promptly advise the Purchaser on the quantities of finished works and/or raw materials on hand or purchased for the supply, delivery and/or performance of the supply or services prior to such termination and Supplier shall comply with any instructions of the Purchaser regarding the disposal of such finished works and/or raw materials. Payment made  by the Purchaser under this Clause 14  shall constitute Purchaser’s only liability to the Supplier in the event the Purchase/Service Order is terminated for convenience. For avoidance of doubt, the Supplier shall not be entitled to claim for any indirect damages including but not limited to loss of profit and/or consequential losses.

15. Termination for Default

Notwithstanding any other terms and conditions in the Purchase/Service Order, the Purchaser reserves the right to terminate the Purchase/Service Order in whole or in part, without prejudice to any other right or remedy the Purchaser may have, by notice in writing issued to the Supplier without any compensation to the Supplier: (i) as a result of any breach by the Supplier of any of the provisions contained herein; or (ii) if the Supplier becomes insolvent, is declared bankrupt, goes into liquidation or enters into any agreement of composition or deed of arrangement with his/its  creditors or a winding up order is made or if a receiver or manager is appointed or possession taken or execution levied by creditors or debenture holders or under a floating charge or if a judicial manager was appointed.

The Purchaser shall also be entitled to recover from the Supplier any damages, costs, expenses and/or charges incurred in respect of obtaining such supply or services from other alternative sources(s), including but not limited to any increase in prices thereof.

16. Governing Law and Dispute Resolution

The Purchase/Service Order shall be governed by and interpreted in accordance with English law. Any dispute arising out of or in relation to the Purchase/Service Order shall be brought in the courts of London, England and each party hereto irrevocably submits to the exclusive jurisdiction of the English courts; provided, however, to the extent allowable by applicable law a party may bring any action or proceeding in any other court of competent jurisdiction or concurrent proceedings in any number of such courts with a view to compelling or requiring (directly or indirectly) the other party to comply with (and to give the fullest effect to) orders or judgements of the English courts.

17. Contact Person.

The Supplier shall liaise with the contact person stated in the Purchase/Service Order, should the Supplier have any query about the supply or services respectively.

18.  Invoicing

The Supplier shall upload their invoice(s) onto the Eyeshare portal or any other portal as stipulated in the Purchase/Service Order or by the Purchaser. The Purchaser reserves the right not to make payment on any Purchase/Service Order which are not accompanied by an invoice issued by the Supplier or if such invoices did not indicate the Purchase/Service Order number.