1.1 These Conditions apply to all offers and agreements on goods and services (hereafter to be called, the “Products”) supplied by HANSAEL SIA (hereafter to be called, the “Supplier”).
1.2 Deviations to these Conditions and Agreements may only be treated as having any power when done only in written form (including, but not limited to email, messaging, fax etc).
2.1. Supplier: HANSAEL SIA.
2.2. Client or Customer: a person or organization using or ordering goods or services supplied by HANSAEL SIA.
2.3 Agreement: the written agreement (including electronic form e.g. email, message etc), with appendices, concluded between the Supplier and Client, or the confirmation of order issued by the Supplier in the framework of the agreement, this including these Conditions which shall be deemed to form an integral part of this agreement. Any oral agreements / phone orders are treated only as non-binding technical information exchange and should be put in written form, unless explicitly agreed otherwise.
2.4 Services: each provision of services, such as installation works, technical support or inspection (radiosurvey), advisory, overhaul or maintenance work that the Supplier provides, only if such is agreed in writing within the framework of an agreement for the Delivery of Products and irrespective of the appellation given to such services.
2.5 Products: all goods or services which the Supplier provides, which also include software and/or hardware, spare parts, certificates and/or documentation which are necessary for a proper performance of the Agreement.
3.1. The Customer shall keep any information received from the Supplier strictly confidential, and shall use such information solely for the proper performance of the Agreement. All information provided by the Supplier shall be returned by the Customer to the Supplier on Supplier’s first request.
3.2. Each party shall make necessary measures and arrangements for keeping the obtained information confidential for at least five years since the day it was received.
3.3. Information, which became known to the general public, shall no longer be treated as confidential.
4.1 In order to evade delays onboard, Hansael SIA is authorized to use spare parts (if required) the value of which must not exceed the amount of € 2,000.00 without a separate prior approval, unless agreed otherwise explicitly and in written form.
4.2 Service report(s) state full description of the work performed/detailed time sheet and are signed by the master or a responsible officer, acting as shipowner’s legal representative onboard. Such signed service report is a proof (or protocol) of acceptance of the delivered service, goods etc in the amounts indicated in this report. Additional delivery note may or may not be attached to the service report. Information in the service report is a legal and financial basis for invoicing, follow-up services and similar proceedings. Any noncompliance or remarks must be mentioned in service report and/or delivery note by the accepting party at the moment of signing.
4.3 The signing party undertakes all responsibility for acceptance of scope of work indicated in the service report, when signing it. Service or delivery of goods shall be considered completed when either
− the Service Report was signed; or
− eight days have elapsed from the time the Supplier notified the Customer as above and Customer has neglected to inspect the Services provided within this time and/or failed to notify Supplier in writing of its approval or rejection; or
− the Customer commences, without the approval of the Supplier and during the term of Performance, the use or the operation of the Goods on which the Services were provided.
4.4 All correspondence: invoices, reports etc. refer to the vessel’s name and/or order number.
4.5 Vessel’s ETA/location should be confirmed by the vessel’s agents and estimated travel expenses/time required, should be advised prior attendance, otherwise traveling charges will be fully rejected. In case the Performance takes place at the premises of the Customer, the Customer shall take all measures prescribed by law and/or any other reasonable measures necessary for the prevention of accidents at his premises. The Customer shall inform the Supplier at least 7 days before commencement of any work in writing of the valid safety precautions and shall ensure that his personnel responsible for safety matters is present during the times that Performance is to take place. The Supplier is entitled to refuse or suspend Performance if the safety of his Personnel is not sufficiently guaranteed. Customer shall, at no charge, provide the Supplier with all assistance the Supplier reasonably requires, such as -but not limited to- skilled and unskilled personnel, the necessary devices, implements and auxiliary means, in particular the tools for the assistant personnel and hoisting gear of sufficient capacity (including operating staff ), scaffolding etc., as well as cleaning, packing and lubricant materials. Furthermore, the Customer shall supply heating, lighting, water and electricity and their connections in sufficient capacity and quantity as well as welding gas and other working requirements in so far as these are not to be provided by the Supplier under the terms of the Agreement. The equipment made available by the Customer shall be safe and in perfect condition. Any additional costs arising from delays which are attributable to the Customer, shall be borne by the Customer
4.6 Service requests shall include service history (including service reports, photos) and detailed vessel arrival and departure information along with agent details.
4.7 Technical consultations on the phone or email shall be provided free of charge to customers having a valid service agreement (covering the subject category of equipment- GMDSS/Navigation/ECDIS/IT etc). Customers without such service agreement are welcome to receive such consultations at a moderate additional service fee.
4.8 Unless expressly otherwise agreed upon in the Agreement, Services shall be provided during a working week which shall be in accordance with normal industry practice. A working day is deemed to be Monday-Friday. Hours worked outside these normal working hours, or on official holidays will be charged separately as overtime. Service orders received outside of working hours, on Fridays after 12:00 UTC with request of urgent service arrangements, shall be charged with additional one-time service mobilization fee (for covering costs of reopening office for service preparations or disrupting planned processes in order to prioritize the requested urgent order).
4.9 Supplier’s Personnel will be guided, if possible, by the operational conditions at the Customers premises and by the climatic conditions of the country.
4.10 Additional Obligations of the Customer for the provision of Services
(1) During Performance, the Supplier is entitled to replace the Personnel delegated by him by other qualified Personnel.
(2) In case of accidents or illness of Supplier’s Personnel, the Customer shall provide the necessary (professional) assistance.
(3) Any waiting time for which the Supplier is not responsible, will be charged to the Customer as normal working time.
4.11 Service cancellation fee shall be charged if the confirmed service attendance is cancelled less than 24 hours in advance.
4.12 Minimum service charge equals to 3 hours of work, irrespective of whether less time was actually spent onboard.
4.13 Engineer’s service time, travelling, mileage and other travelling costs involved remains always chargeable regardless the service results since services are not executed on “no cure-no pay” basis
5.1 The Customer shall make all payments due to agreed date, free from deductions, clear of all taxes and all other charges whatsoever – in the amount indicated in the invoice.
5.2 All invoices with detailed Service report(s) shall be sent out by email. The documents are deemed as received upon receipt of confirmation of customer’s email server (using SMTP log); customer is solely responsible for checking the mailbox and managing spam folders, filtering and self-organizing business processes. On customer’s request and at additional charge, hard copies of this documents can be sent out using postal or courier service.
5.3 Incoming invoices must be issued and sent to our office within 30 days after the execution of service, otherwise, they will not be accepted.
5.4 Charges of invoices shall be in accordance with agreed service rates or a written quotation.
5.5 Incoming invoices without our service or products order reference will not be handled.
5.6 Invoices shall be reviewed and any claims shall be raised within 10-days’ time from the receipt of the invoice. After that period, the invoices shall be deemed as accepted in full amount.
5.7 If the Customer fails to perform any of the payment obligations, the Customer shall pay to the Supplier interest on the amount overdue at 2 per cent per month or part of a month. In addition the Supplier may, after having notified the Customer in riting, suspend Performance until payment is received with respect to the Agreement and/or the above payment terms. All the extra-judicial and judicial costs of debt collection shall be for the Customer’s account, whereby a minimum of 15 per cent of the outstanding amount shall be payable by the Customer.
6. Transfer of Ownership, Delivery, and Risks
6.1 All Goods delivered by the Supplier, shall remain Supplier’s property until the Customer has fulfilled all its obligations under this Agreement and under any previous agreement of similar kind between the Customer and the Supplier. Until the moment property has been transferred to the
Customer in accordance with the previous paragraph, the Customer shall take no actions (like combining the Goods delivered, either in production or in storage, with other goods, or transferring, selling or encumbering them in any respect, or taking them into another country) which could jeopardise the unfettered execution of Supplier’s property right. Furthermore, the Customer shall take any actions reasonably required in order to protect these rights, and shall immediately return the Goods to the Supplier at first request.
6.2 In case of a defect or wrong delivery, the Client shall send a written claim (e‐mail, fax or registered letter) to the Supplier. The claim must be sent without undue delay; at the latest 10 days from the day, such defect has become apparent.
6.3 Normal delivery time of an order Ex Works after the receipt of an order is 5-10 working days.
6.4 The Customer shall at all times bear responsibility for the storage of all Goods delivered, including Spare Parts and other materials, at least in a dry, closed and lockable room on the site or in its near vicinity, in accordance with normal practice and/or the instructions issued by the Supplier. Prior to the commencement of
work or installation of these Goods, they shall be checked by the Customer, in order to make sure that the Goods are complete and undamaged. Goods lost or damaged during storage shall be replaced or repaired at the expense of the Customer.
6.5 The Customer warrants that all documents and licences required in connection with the import and export of the Goods and/or the stay of Supplier’s Personnel in the country and at the premises of the Customer shall be available at the time of arrival of the Goods and/or Personnel.
6.6 The Customer shall, at no charge, provide the Supplier timely with any information reasonably required in connection with the Agreement, such as – but not limited to – relevant technical documentation, logs, inspection reports and import licences.
6.7 All Goods shall be delivered Ex Works (as per Incoterms), excluding packaging, Supplier’s premises in Riga, unless expressly otherwise agreed upon.
6.8 In the event that dispatch or collection of the Goods at the designated place of delivery is delayed for reasons beyond Supplier’s control, the Supplier shall be entitled to store the Goods at the expense of the Customer in a warehouse at Supplier’s choice. Upon storage, Delivery shall be deemed completed and the risk for the goods shall transfer to the Customer accordingly.
6.9 Unless otherwise agreed upon, the Supplier shall be permitted to deliver the Goods in partial shipments. Each shipment may be invoiced separately, in which case the Customer shall pay the separate invoices as part of the total order price.
6.10 Any alteration of regulations either by Governments or Classification Societies after the moment on which the Supplier and the Customer entered into the Agreement, can never be a ground for liability of the Supplier.
7. Defects, Shortcomings and Warranties
7.1 Hansael SIA shall grant a 30 days warranty on repair or service works it has executed or provided and the components used. New equipment shall be provided with manufacturer’s standard warranty according to corresponding manufacturer’s Warranty Terms and Conditions, unless explicitly stated otherwise in written form.
7.2 The Client may require the express prior written approval of the Supplier to perform the repair, replacement and/or maintenance work by itself and/or third parties, on pain of forfeiture of the warranty. The amount of warranty obligations are limited to the amount/value of goods or services delivered. The warranty provided does not cover any defect due to or connected with: (i) any materials or components or design provided by or on behalf of the Customer, (ii) the negligence or other improper acts or omissions of the Customer, its employees or agents or other third parties, (iii) improper installation and alterations carried out without Supplier’s prior written consent. In particular, warranty provided does not cover any defects that are caused by or connected with normal wear and tear, the use of
unsuitable materials by the Customer or which are caused by any use, maintenance, service or operation of the Goods delivered or services provided, which is not in conformity with Supplier’s manuals, instructions or which is otherwise not in accordance with good engineering practice. The Customer shall indemnify the Supplier against any costs and damages in connection with claims of any third party against the Supplier in connection with the Agreement, in so far the Supplier would not be liable to the Customer therefor.
7.3 The warranty obligation does not include consequential costs (including loss of profits, fines and other expenses), including -but not limited to- cranage, electricity, scaffolding, assisting work, docking, demounting, mounting and travel- and boarding costs of Supplier’s Personnel. The Supplier shall in no event be liable for any economic losses and/or consequential damage, including -but not limited to environmental pollution, docking costs and mounting and demounting costs. If the warranty obligation has to be carried out at a location outside Riga (Latvia), the Supplier bears only the material costs and the costs of working time required under normal conditions, as would
be incurred when the warranty obligation would have been carried out in Riga. The Customer shall bear the costs for travelling, travelling time, waiting time, day and night allowances, tariff expenses as well as costs that are to be borne by the Supplier according to the articles of these General Terms. No warranty obligation will be enforceable by the Customer until the Supplier has received payment of the order price in full.
7.4 Any warranty to be provided by the Supplier, shall be strictly limited to, at its discretion either repair or replace at its works or at local premises and during normal working hours, defects due to poor workmanship, use of defective materials or defective design. Defective parts which have been replaced shall be made available to the Supplier upon request and shall be deemed property of the Supplier from the moment those parts are exchanged.
7.5 All warranty obligations shall lapse in the event the Products delivered by the Supplier are connected with the aid of apparatus or software which has not been approved of by the Supplier or if the Client fails in the fulfillment of any obligation vis-à-vis the Supplier. Products are covered by corresponding manufacturer(s) warranty terms and conditions unless agreed otherwise.
7.6 The Customer shall have no right to reject or refuse Delivery or acceptance of Goods due to minor defects which do not prevent the normal operation of the Goods, provided that the Supplier agrees to remedy such defects after the Delivery of the Goods, in compliance with the Agreement.
8. Force Majeure
8.1 In the event of temporary force majeure, the Supplier shall be entitled, at its own discretion, to change the term of delivery or to cancel the agreement without any damages being due in that respect.
8.2 In the event the force majeure situation lasts longer than 6 months, both parties are entitled to dissolve the Agreement, in whole or in part, in writing in so far as the force majeure situation justifies such and without the Client being entitled to compensation of any damages.
9. Sanctions and Money Laundering
9.1 The Client is obliged to follow EU, US, UK, UN and other international sanctions and to maintain a sanctions risk assessment system and follow money anti-laundry and tax evasion principles stipulated by corresponding authorities.
9.2 Non-compliance to above sanctions policies shall lead to discontinuation of service and delivery of goods. Such discontinuation/disruption shall not be treated as Force Majeure and any extra expenses (order cancellation costs, return shipment expenses, investigation costs) shall be covered by Customer.
10. Intellectual property
10.1 All intellectual property rights, including but not limited to, all drawings, designs, (technical) documentation, building specifications, computer programs, as well as the carriers on which such rights are laid down, which come to the knowledge of the Customer during the contract, will at all times remain vested in and the property of the Supplier. No system data may be provided to third parties for any reason without the prior written permission of Hansael SIA.