Terms and conditions

 

1. VALIDITY
These general terms apply unless otherwise provided for by written
agreement. The terms may be changed by Baltic Marine Contractors OÜ
(hereinafter "BMC") without notice.


2. OFFER
All offers are without obligation. BMC is only obliged to deliver when
BMC's order confirmation has been communicated to the buyer.


3. SPECIFICATIONS AND DRAWINGS
Illustrations, specifications and technical data such as weight,
dimensions, volume, performance, power requirements, etc. in brochures
and other promotional materials are for information only, and should only
be taken as a guide. The drawings included with the tender and delivery
may not be reproduced. Similarly, these and possible accompanying
artwork and printed matter must not be made available to competing
firms. In case the tender is not accepted, please return all design
drawings.


4. DELIVERY TIME AND DISPATCH
All delivery times are approximate and announced with the delivery times
current for BMC’s suppliers and subject to the item not being sold before
order from buyer.


5. FORCE MAJEURE
Force majeure comprises every obstacle governed by section 24 of the
Sale of Goods Act, both when such obstacles are general and when they
impact BMC or the plant selected to process the sales item or its
subcontractors. Force majeure also comprises traffic difficulties which
impact the seller's assumed mode of transport or road, and rejection of
large work pieces, reduction in the supply of power, labour conflict,
military mobilisation, requisition, confiscation or currency, export and
import restrictions, travel restrictions or dissuasion of travel by the
Ministry of Foreign Affairs or similar institutions, or other events outside
the control of BMC that BMC could not reasonably be expected to take
into account at the time of entering into the agreement or to avoid or
overcome the consequences of such events.


6. DELIVERY AND TRANSFER OF RISK EXW (EX WORKS)


6.1. Delivery terms and conditions are Ex Works (Incoterms®2020).
When BMC is arranging the delivery, delivery has taken place when the
sold item has arrived at the buyers address or any other agreed delivery
location.


6.2. Unless otherwise agreed in writing, loading and dispatch is at the
buyer's risk and expense and BMC cannot be held liable for any
irregularities, including delays, loss or damage to the shipment. Upon
written request, BMC will be able to help arrange shipping and insurance
on behalf of the buyer and at the buyer's expense and risk.


7. SALES LIEN
BMC has sales lien in sold parts and equipment until the purchase price
plus any interest and costs are paid in full. The buyer must not actually or
legally dispose of sales items in a way that can be damaging to BMC's
security. Cheques or other payment instructions are not considered as
payment until they are fulfilled in their entirety.


8. PRICES


8.1 Unless otherwise agreed in writing, the price on the day of delivery
applies. All prices comprise, unless explicitly specified, delivery EXW at
BMC's warehouses. BMC cannot be held responsible for changes in
prices required due to price changes from factories and shipping costs
and charges imposed by public bodies. In the case of tariff changes
which are introduced before the product is imported, the difference is
charged or credited to the buyer.


8.2 Minimum invoice value – 100 EUR per order. In the case of order
value below 100 EUR per order BMC will apply a fee to increase order
value to 100 EUR.


9. RETURN OF PARTS


9.1. All returns must be approved in advance by BMC and be labelled
with a return number. Parts returned must be new or in exchange bases,
in stock and in fully marketable condition. There must be no damage to
the original packaging for each part returned. The parts shall be labelled
with part number and a packing slip must be attached.


9.2. Parts that are not returned within 90 days, or which BMC does not
have in stock are not considered as returned goods, but as a repurchase
which requires individual agreement.


9.3. Any agreements entered into regarding repurchase or incorrect
shipments must be stated in the covering letter.


9.4. Small parts with a value of less than EUR 40 per part number / item
number are not credited.


9.5. Parts of gasket sets and parts of complex units are not credited.


9.6. Return shipping is at buyer's risk and expense and crediting is based
on BMC's inventory of the parts received. Cash-on-delivery shipments
billable to BMC or equivalent will be rejected.


9.7. Returned parts that are not approved by BMC are discarded unless
otherwise expressly agreed.


9.8. When the returned good are received and approved by BMC within
30 days after the delivery date, the buyer will be credited 90% of the
invoice value. For returned goods between 30 and 90 days after the
delivery date, the buyer will be credited 85% of the invoice value. Any
discounts will be deducted before any return costs are calculated.


9.9. Returned goods which do not have a covering letter are considered
as older than 90 days. The value is then determined in each case by
BMC and the amount credited to the buyer's account.


10. PAYMENT TERMS


10.1 Unless otherwise agreed in writing, the terms of payment are 30
days from invoice date. While work is ongoing or prior to the start of
work, BMC has the right to demand prepayment of up to 100% of the
value of the estimated work, travel cost and usage of parts.


10.2. If payment is delayed, interest is charged pursuant to the Estonian
law of overdue payments section 5 subsection 1. Payment is regarded as
timely when it has been credited to BMC's account no later than the due
date.


10.3 Unless otherwise agreed, payment must be made, without setoff
(and including additional costs), before or at purchase or at delivery of
the sold goods. We do not accept payment in cash, but payment by bank
transfer. Payment terms will be seen as firm dates.


11. DELAY AND RIGHT OF CANCELLATION


11.1. Should BMC become aware that delivery will not take place within
the indicative delivery time - or the guaranteed time - BMC should notify

the buyer about the delay, stating the reason for the delay, and if
possible, provide a new delivery date.


11.2. In the presence of force majeure, cf. item 5, the delivery time is
extended by the period of time in which the force majeure situation lasts.


11.3. If the agreed delivery time - guideline or guaranteed - is exceeded
by 6 months or more, the buyer is entitled to rescind the purchase and
receive any prepayments return. Buyer is not in the context entitled to
compensation from BMC for its possible direct or indirect losses.


11.4. Upon the delivery of the product – or if the property in whole or in
part can be supplied by a subcontractor – the purchaser only have the
right to rescind the contract if BMC can make right of withdrawal to his
supplier. It is an assumption that the sales conditions from the supplying
factory or subcontractor are communicated to the buyer.


11.5. These provisions apply in place of sections 21-28 of the Sale of
Goods Act.


11.6. If BMC cannot deliver within the delivery date specified for the
buyer, BMC may terminate the agreement with the buyer without any
other economic consequences except BMC’s obligation to refund any
advance payment.


12. COMPENSATION FOR DELAYED DELIVERY


12.1. No form of compensation is paid if a guideline delivery date is not
met.


12.2. The sales item is deemed as delivered upon the transfer of risk, cf.
item 6, or written agreement otherwise, even if BMC must carry out
correction work at a later date, cf. item 14.3 or make subsequent delivery
of parts which are of less economic importance in relation to the delivery
in full.


13. BUYER'S OBLIGATION TO RECEIVE DELIVERY,
CANCELLATION ETC.


13.1 Cancellation of the service contract shall be made in writing. If
notification of cancellation is received by BMC later than 3 working days
before the planned start-up, the buyer shall pay BMC a cancellation fee
equivalent to the cost of the first working day in accordance with the
applicable hourly rates. In addition, the buyer shall always pay
compensation for BMC's costs for travel, equipment rental, etc. related to
the commission and that BMC is not free to cancel.


13.2 Cancellation of ordered parts requires the consent of BMC. In the
event of a cancellation, the buyer will be charged a cancellation / return
fee equivalent to 20% of the agreed price of the item cancelled.


14. TERMS AND CONDITIONS FOR COMPLAINTS


14.1. For service performed by BMC on engines and other equipment,
BMC is liable for faults/defects which demonstrably are caused by
material or assembly faults within the following time period counted from
the date of delivery or the end of the work: 6 months or 2.000 working
hours, whichever comes first. For spare parts, the right to complain
applies for 12 months from the date of sale.


14.2. The buyer is obliged to investigate the sales item as soon as it is
delivered and/or to check the work once it is has been completed. Any
complaint relating to the delivery must be made in writing and no later
than 8 days after the factors involved in the complaint have been or
should have been discovered. All complaints shall be made on the
complaint report form, enclosing full documentation and a description of
the defect. The buyer has the burden of proving the existence of a
contractual defect.


14.3. Assuming a timely, written, approved complaint, BMC has the right,
without undue delay, to remedy the defect. BMC determines how the
defect shall be remedied, including whether the improvement will be
made using new parts, replacement parts or repair.


14.4. In the event of an approved complaint regarding parts, BMC at its
discretion will replace the defective parts, replacement parts and
equipment with new or repaired parts. In the event of complaints
regarding parts, replacement parts and equipment that the buyer himself
has had fitted, BMC only replaces the deficient part and not the
expenses in connection with the consequential damages or other
expenses for disassembly/assembly. All costs and risks associated with
shipments shall be borne by the buyer.


14.5. In the event of an approved complaint regarding service work, BMC
covers the expenses for the rectification work and parts as well as BMC's
reasonable travel expenses (limited to travel costs to the original place of
work/service), and reasonable accommodation costs when performing
the work. It is assumed that the work is performed by BMC's service
workers during normal business hours or by others according to a written
agreement with BMC. Extra costs for obligatory overtime work, or work
not covered by the complaint shall always be met by the buyer. In all
events, BMC reserves the right to demand payment by the buyer for
expenses incurred by BMC if service workers are needlessly summoned
or related to erroneous complaints.


14.6. Any costs associated with the insertion of engines or equipment in
the workshop (e.g. the cost of repairs, transport or rent) is of no
relevance to BMC unless otherwise agreed in writing beforehand.


14.7. Replaced parts should reach BMC no later than 30 days after the
repair date. If the part(s) are not returned as specified, any responsibility
for BMC ceases to exist and the buyer will be charged for all costs
associated with repairs and/or sent replacement parts.


14.8. The buyer cannot make other claims in connection with alleged
defects than the above-mentioned claim for rectification of defects.


14.9. BMC’s obligation is limited to the warranty and/or replacement.
BMC does not cover any damages (consequential damages) that the
deficient delivery may have caused.


14.10. In any case of errors and/or defects, BMC has no liability for the
indirect losses which the error and/or defects may have caused to the
buyer. With indirect losses mean loss of profits and other such
consequential economic loss.


14.11. BMC has no responsibility for errors, omissions or damage arising
from age, wear and tear, use of unapproved lubricants, use of
replacement parts, improper or unusual treatment or use, inadequate
maintenance or overloading, etc. BMC has no responsibility for errors,
omissions, damage or loss caused by the buyer to have neglected his
duty to mitigate losses or failed to complete work or actions that might
limit the damage or loss.


14.12. If a sales item, including engines, are modified or repaired without
BMC’s written approval, all costs regarding this connection are irrelevant
to BMC. If such change or repair takes place it absolves the
responsibility of BMC for any shortcomings in the delivery.


14.13. For replacement parts or labour, provided by BMC in the context
of repairing a defect that BMC has responsibility for the warranty period
expires while warranty period for the original delivery cf. item 14.1.


14.14. BMC’s liability for defects and/or faulty deliveries can only be
asserted by the original purchaser.


15. PRODUCT RESPONSIBILITY

 

15.1. BMC is only liable for injuries caused by defects in the originator if
a defect is caused by errors for which BMC is responsible under the
general liability rules.


15.2. BMC’s liability is limited to EUR 1.000.000 per injury, and BMC can
never be held responsible for loss of profits or other indirect losses.


15.3. BMC is only liable for defects in the delivered up to 6 months after
delivery has taken place. To the extent that BMC may be met with claims
arising from the buyer’s use of delivered goods – including resales - the
buyer is obligated to indemnify BMC from any claim to the extent that
responsibility goes beyond the above limits. The buyer is liable to be
sued by the same court which hears the claim against the BMC.


16. REQUIREMENTS REGARDING WORKPLACE AND WORKING
ENVIRONMENT


16.1. If, pursuant to the agreement, BMC is to perform work at the
buyer's premises or other location outside BMC's workshop, the buyer
bears the responsibility and risk to ensure, no later than the agreed start
date, that the workplace is fully secure and prepared and that the work
can be performed in accordance with OHSAS 18001.


16.2. BMC has no obligation to commence or carry out work that may
involve unnecessary or unacceptable hazards or risks, or where the
workplace is not fully secure or prepared. The buyer shall replace BMC's
expenses and losses resulting from the workplace not being secure, as
specified in item 16.1, or prepared, in accordance with the agreement.


17. LIMITATION OF LIABILITY


17.1. With the exception of the duty to rectify and standardized
compensation specified in items 12 and 15 as well as except in the case
of intent or gross negligence of BMC and in the case of health effects,
human injury or loss of life as well as in the case of claims based on the
product liability laws, BMC is not responsible for compensation, discount
or other direct, special, incidental or consequential damages, including
but not limited to loss of income, loss of actual or anticipated profits, cash
shortages, loss of anticipated savings, lost revenue, loss of sales, loss of
goodwill or any consequential loss,  damage to equipment or property, as
well as any costs for repairs of such damages or loss, irrespective of
whether the claim is based on breach of warranty, purchase liability or
other legal basis.


17.2. Any compensation claims arising in connection with the present
contract are in any event limited to the direct, documented loss, although
never exceeding the invoice value of the work or parts to which the
complaint relates, provided there is no other express written agreement
and except in the case of intent or gross negligence of the Contractor
and in the case of health effects, human injury or loss of life as well as in
the case of claims based on the product liability laws. The buyer must in
all cases document the losses suffered and that BMC is responsible.
With the present terms & conditions BMC has limited its liability for
delays, defects, errors and product damage compared to the rules laid
down by German law.”


17.3 Buyer shall comply with all applicable laws, rules and regulations
including any applicable export controls, sanctions, embargoes or other
restrictions, in relation to any Goods supplied by BMC under these terms
and conditions.  The buyer warrants that any goods delivered by BMC
shall not be re-exported, sold, transferred, or used in breach of the
aforementioned laws, rules and regulations and Buyer shall indemnify,
defend and hold harmless BMC and its affiliates against any and all
claims, losses, damage, costs, penalties, and/or fines whatsoever
suffered by BMC  resulting from breach of the aforesaid warranty


18. LEGAL VENUE AND CHOICE OF LAW 
All legal relationships between BMC and the buyer/contractor
are exclusively subject to German law, regardless of what else may
result from rules regarding choice of law. The United Nations Convention
on Contracts for the International Sale of Goods (CISG) shall not
apply. The place of jurisdiction for all legal relationships between BMC
and the buyer/contractor shall be Hamburg, Germany. However, BMC is
entitled to file claims against the buyer/contractor at any place where
there is jurisdiction against the buyer’s/contractor’s company on the basis
of the applicable legal provisions.


19. PRIVACY AND PERSONAL DATA


19.1 Parties shall render their full cooperation in order to enable the other
party to fulfil its obligations under the applicable relevant laws and
regulations in respect of the protection of personal data.


19.2 In performing its obligations in the course of the agreement, BMC
shall comply with any and all applicable relevant laws and regulations in
respect of the protection of personal data relating to buyer.


19.3 BMC shall process personal data relating to buyer only on behalf of
buyer, in so far as required for the performance of its obligations under
the agreement.


19.4 BMC shall implement appropriate technical and organizational
measures to protect personal data relating to buyer against unauthorized
or unlawful processing.


19.5 If deemed necessary, the BMC Data Processing Agreement shall
be attached as Attachment to these Terms of delivery for parts and
service by BMC and signed by buyer.

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