Terms and Conditions for the Purchase of Goods and Services
Marlow Navigation Company Limited
Marlow Ship Management Deutschland GmbH & Co. KG
Marlow Offshore Germany GmbH & Co. KG
Marlow Navigation India (Pvt) Ltd.
Marlow Navigation Netherlands B.V.
INTERPRETATION - GLOSSARY
1.1 Definitions. In these Conditions, the following definitions
apply:
Affiliate: any subsidiary or parent or holding company of any
company or any other subsidiary of such parent or holding company.
For the purposes of this definition, “subsidiary” and “holding
company” shall have the meanings assigned to them under the
Companies Act 2006 (as amended);
Agreement: the contract between the Supplier and the Buyer for
purchases in addition to these Conditions and includes any Buyer’s
PO.
Business Day: a day when banks in the country of origin of the Buyer
are open for business.
Buyer: the company or person(s) purchasing the Goods and/or Services
from the Supplier as detailed in the Agreement.
Buyer Group: The Buyer, its and their Affiliates, its
sub-contractors and its and their respective directors, officers and
employees but shall not include any member of the Supplier Group.
Charges: the charges payable by the Buyer for the supply of Goods
and/or Services in accordance with Clause 8.
Claims: All claims, demands, judgments, liabilities, damages, costs
(including legal costs), losses, penalties, expenses and causes of
action of whatever nature.
Conditions: these terms and conditions as amended from time to time
in accordance with Clause 27.7 shall apply to every proposal,
quotation and form part of the Agreement with the client.
Consequential Loss: incidental, consequential, punitive, exemplary,
indirect, or special damages or liabilities of any kind, including
without limitation business interruption, loss and/or deferral of
services, loss of product, lost profits, lost revenues, loss of use,
loss of opportunities, loss of privacy, loss of security, or loss of
data, and whether foreseeable at the date of the Agreement.
Data Protection Laws: all applicable laws, rules, regulation,
directives and governmental requirements relating in any way to the
privacy, confidentiality, security, integrity and protection of
personal data, including without limitation: the Data Protection Act
2018; the Philippine Data Privacy Act of 2012 and its implementing
rules and regulations; the EU General Data Protection Regulation
2016/679, the EU ePrivacy Directive 2002/58/EC, each as amended or
superseded from time to time, and any EU Member State national
implementing legislation;
Embargoed Country: any country or geographic region subject to
comprehensive economic sanctions or embargoes administered by the US
Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)
or the European Union (“EU”), including without limitation Cuba,
Iran, North Korea, Syria, and the Crimea region, Russia or any other
country that might be involved at any given time.
Global Trade Laws: US Export Administration Regulations; the US
International Traffic in Arms Regulations; the economic sanctions
rules and regulations administered by OFAC as well as any relevant
Executive Orders; the rules and regulations administered by the
United Kingdom, EU Council Regulations on export controls, including
Nos. 428/2009, 267/2012; other EU Council sanctions regulations, as
implemented in EU Member States; United Nations sanctions policies;
all relevant regulations made under any of the foregoing; and other
applicable economic sanctions or export and import control laws;
Goods: the goods provided by the Supplier to the Buyer as set out in
the PO;
HSSEQ: health, safety, security, environment and quality.
HSSEQ Requirements: all requirements, regulations, practices;
policies and procedures applicable at the Buyer’s site; Affiliate or
third-party premises at which the Goods and/or Services are supplied
or performed from time to time in so far as they relate to HSSEQ
matters.
Intellectual Property Rights: patents, rights to inventions,
copyright and related rights, trade marks, business names and domain
names, rights in get-up, goodwill and the right to sue for passing
off, rights in designs, database rights, rights to use, and protect
the confidentiality of, confidential information (including
know-how), and all other intellectual property rights, in each case
whether registered or unregistered and including all applications
and rights to apply for and be granted, renewals or extensions of,
and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will
subsist now or in the future in any part of the world;
Main Agreement: the contract as between the Buyer and its client (if
applicable);
PO: an order for the supply of Goods and/or Services placed by the
Buyer, and which incorporates these Conditions.
Sanctioned Person: at any time: (a) any person or entity included
on: OFAC’s Specially Designated Nationals and Blocked Persons List,
the Sectoral Sanctions Identifications List, or the Foreign
Sanctions Evaders List; the EU’s Consolidated List of Sanctions
Targets; or any similar list; (b) any person resident in, or entity
organised under the laws of, an Embargoed Country; or (c) any person
or entity majority-owned or controlled or acting on behalf of any of
the foregoing.
Services: the services provided by the Supplier to the Buyer as set
out in the PO.
Specification: any specification for the Goods and/or Services,
including any related plans and drawings that are agreed by the
Buyer and Supplier.
Sub-Contractor: any party (other than the Supplier) with whom the
Supplier has a contract for performance of any part of the Services,
or with whom the Supplier has a contract (other than as set out in
the Agreement) for performance of services relating the Supplier and
shall extend to include such party’s sub-contractors and vendors.
Supplier: the company or person(s) who provides Goods and/or
Services to the Buyer as detailed in the Agreement.
Supplier Group: the Supplier, its and their Affiliates, its
Sub-Contractors and its and their respective directors, officers and
employees but shall not include any member of the Buyer Group;
Supplier Materials: all materials, equipment, documents and other
property of the Supplier.
Supplier Vessel: a vessel either owned or chartered by the Supplier
and used in connection with the Services under the Agreement.
Tax: any tax, levy, impost, duty or other charge, fee, deduction or
withholding of a similar nature including, without limitation,
import tax and duties, income tax or social security withholding
(including any penalty, surcharge or interest payable in connection
with the failure to pay, or delay in paying, any of these).
1.2 Words denoting the singular shall include the plural and vice
versa.
The following terms and conditions are intended to regulate the
relations between suppliers- vessels- managers. The Suppliers-,
accepting an order for supplies to one of the ships under our
management, automatically accept to adhere to and observe the
instructions and procedures set forth herein.
Neither the Owners nor the Master or this office will ever be
responsible for the payment of the cost for any supplies furnished
to the vessel for which no prior written approval has been obtained
from this office. No verbal orders should be made. Official Purchase
Order number needs to be provided to the Supplier in writing
Neither the Master nor the Chief Engineer serving on board our
vessels has the authority to order and/or negotiate prices for any
items without the prior approval of this office. However, in cases
of emergency they are entitled to order all such stores which they
consider necessary for the ships and personnel safety and
ship-chandlers are to supply immediately and notify the Managers
office afterwards of any such supply affected. Always verbal order
confirmations need to be documented in writing by email confirmation
and commitment of costs needs to be made by the supplier.
AGREEMENT
2.1 The Buyer agrees to purchase the Goods and/or Services from the
Supplier and the Supplier agrees to supply the Goods and/or Services
in accordance with the terms and conditions set out in these
Conditions and the PO (which together constitute the Agreement).
2.2 Where the contemplated relationship is one involving the
sub-contracting of Services or the provision of Goods, then the
Supplier agrees to be bound on a back-to-back basis by the terms and
conditions of the Main Agreement as may be applicable and which are
deemed incorporated herein. Where such terms and conditions are
inconsistent with the Conditions herein, the terms and conditions of
the Main Agreement shall prevail.
ACCEPTANCE OF PURCHASE ORDER
3.1 The PO shall not be binding upon the Buyer until these
Conditions are accepted by receipt of a signed order acceptance or
accepted by commencement of the Services/provision of the Goods
whichever is the earlier. The Buyer reserves the right to reject any
acceptance, which is received by the Buyer more than fourteen
working days after the date of the PO. These Conditions shall have
precedence over any other purported conditions appearing on any
document or correspondence from the Supplier, and any such other
purported conditions shall have no effect whatsoever except insofar
as they are expressly agreed by the Buyer.
SUPPLY OF GOODS
4.1 The Supplier shall ensure that the Goods shall:
(a) correspond with their description and any applicable Goods
Specification.
(b) be of satisfactory quality (within the meaning of the Sale of
Goods Act 1979 and the Supply of Goods and Services Act 1982) and
fit for any purpose held out by the Supplier or made known to the
Supplier by the Buyer, expressly or by implication, and in this
respect the Buyer relies on the Supplier’s skill and judgment.
(c) where applicable, be free from defects in design, materials and
workmanship.
(d) and remain so for 12 months after delivery; and
(e) comply with all applicable statutory and regulatory requirements
relating to the manufacture, labeling, packaging, storage, handling
and delivery of the Goods.
4.2 The Supplier shall always ensure that it has and maintains all
the licenses, permissions, authorisations, consent and permits that
it needs to carry out its obligations under the Agreement in respect
of the Goods.
4.3 The Buyer shall have the right to inspect and test the Goods at
any time before the Date of Delivery. If following such inspection
or testing the Buyer considers that the Goods do not conform or are
unlikely to conform to the Supplier’s undertakings at Clause 4.1,
the Buyer shall inform the Supplier and the Supplier shall
immediately take such remedial action as is necessary to ensure
compliance.
4.4 Notwithstanding any such inspection or testing, the Supplier
shall remain fully responsible for the Goods and any such inspection
or testing shall not reduce or otherwise affect the Supplier’s
obligations under the Agreement, and the Buyer shall have the right
to conduct further inspections and tests after the Supplier has
carried out its remedial actions.
DELIVERY & OWNERSHIP OF GOODS
5.1 The Supplier shall deliver the Goods:
(a) on the date specified in the Agreement unless otherwise agreed
by the Parties (the “Date of Delivery”);
(b) to the premises or such other location as set out in the
Agreement or as instructed by the Buyer before delivery (the
“Delivery Location”); and
(c) during the Buyer’s normal hours of business or as instructed by
the Buyer.
5.2 Delivery of the Goods shall be completed on the completion of
unloading of the Goods at the Delivery Location.
5.3 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such a manner as to
enable them to reach the Delivery Location in good condition.
(b) the Goods to be clearly marked outside for the category of the
contents i.e. “PROVISIONS”, “DECK STORES”, “ENGINE STORES”, “CABIN
STORES”, “MEDICINES”, ” SPARES” to enable crew on easy separation/
checking.
(c) the delivery of the Goods is accompanied (hard copies) by a
delivery note, packing list and copy of the invoice which shows the
date of the PO, the PO number, the type and quantity of the Goods,
special storage instructions (if any) and, if the Goods are being
delivered in instalments, the outstanding balance of Goods remaining
to be delivered; and
(d) at the time of delivery to the warehouse or the agents the
Supplier is responsible to provide same documentation by email to
the Buyer and cc: receiving party (warehouse or agents)
5.4 If the Supplier:
(a) delivers less than 95% of the quantity of Goods ordered without
prior notice, the Buyer may reject the Goods; or
(b) delivers more than 105% of the quantity of Goods ordered without
prior notice, the Buyer may at its sole discretion reject the Goods
or the excess Goods.
5.5 Any rejected Goods shall be returnable at the Supplier’s risk
and expense. If the Supplier delivers more or less the quantity of
Goods ordered and the Buyer accepts the delivery, a pro rata
adjustment shall be made to the Charges for the Goods.
5.6 The Supplier shall not deliver the Goods in instalments without
the Buyer’s prior written consent. Where it is agreed that the Goods
are delivered by instalments, they may be invoiced and paid for
separately.
5.7 Title and risk in the Goods shall pass to the Buyer on
completion of delivery on the Date of Delivery.
5.8 Both parties agree, understand and accept that in the event
where the Goods are not delivered on the Date of Delivery, then the
Buyer has the right not to accept them and simultaneously terminate
the present Agreement without having any further obligations towards
the Agreement by sending a written notice to the Supplier. In the
event where the Buyer does not wish to terminate the Agreement, both
parties agree that the Charges for the Goods shall be reduced by 5%
for every day of delay of delivery of Goods.
SUPPLY OF SERVICES
6.1 The Supplier shall supply the Services to the Buyer in
accordance with the Agreement in all material respects.
6.2 The Supplier shall meet any performance dates specified in the
Agreement or notified to the Supplier by the Buyer.
6.3 In providing the Services, the Supplier shall:
(a) cooperate with the Buyer in all matters relating to the Services
and comply with all instructions of the Buyer.
(b) perform the Services with the best care, skill and diligence
with best practice in the Supplier’s industry, profession or trade.
(c) use personnel who are suitably skilled and experienced to
perform tasks assigned to them, and in sufficient number to ensure
that the Supplier’s obligations are fulfilled in accordance with the
Agreement.
(d) ensure that the Services will conform with all descriptions and
Specifications and that the Goods shall be fit for any purpose
expressly or impliedly made know to the Supplier by the Buyer.
(e) provide all equipment, tools and vehicles and such other items
as are required to provide the Services.
(f) use the best quality goods, materials, standards and techniques,
and ensure that the Goods, and all goods and materials supplied and
used in the Services or transferred to the Buyer, will be free from
defects in workmanship, installation and design.
(g) obtain and at all times maintain all necessary licenses,
consents permissions and approvals, and comply with all applicable
laws and regulations; and
(h) not omit or do anything which may cause the Buyer to lose any
license, authority, consent or permission upon which it relies for
the purposes of conducting its business.
(i) ensure that all attending personnel are healthy and free of any
contagious diseases
(j) ensure that the attending personnel are following the health and
safety policies of the Buyer.
BUYER’S OBLIGATIONS
7.1 The Buyer shall:
(a) ensure that the terms of the Agreement and any information
provided in the Agreement are complete and accurate.
(b) cooperate with the Supplier in all matters relating to the Goods
and/or Services within a reasonable time.
(c) provide the Supplier with such information and materials as the
Supplier may reasonably require within a reasonable time to supply
the Goods and/or Services, and ensure that such information is
accurate in all material respects; and
(d) appoint a named representative who will be responsible for
liaison between the Buyer’s organisation and the Supplier’s
organisation who can enter into legally binding agreements with the
Supplier.
CHARGES INVOICING AND PAYMENT
8.1 The Charges for the Goods and/or Services:
(a) shall be as set out in the Agreement or, if no price is quoted,
the price set out in the Supplier’s published price list in force as
at the Date of Delivery.
(b) shall be inclusive of the costs of packaging, insurance and
carriage of the Goods, unless otherwise agreed in writing by the
Buyer. No extra charges shall be effective unless agreed in writing
by the Buyer.
(c) shall be set out in the Agreement and shall be the full and
exclusive remuneration of the Supplier in respect of the performance
of Services. Unless otherwise agreed in writing by the Buyer, the
Charges shall include every cost and expense of the Supplier
directly or indirectly incurred in connection with the performance
of Services.
(d) in respect of Goods, shall be invoiced by the Supplier to the
Buyer within 30 days after the Date of Delivery of Goods
(e) in respect of Services, shall be invoiced by the Supplier to the
Buyer within 30 days of completion of the Services.
(f) shall be sent in an invoice directly to the Buyer at the address
and for the attention of such persons indicated in the Agreement to
receive invoices.
(g) payable by the Buyer under the Agreement are exclusive of
amounts in respect of value added tax (“VAT”) chargeable for the
time being and any local taxes that may apply. Where any taxable
supply for VAT purposes is made under the Agreement by the Supplier
to the Buyer, the Buyer shall, on receipt of a valid VAT invoice
from the Supplier, pay to the Supplier such additional amounts in
respect of VAT as are chargeable on the supply of the Goods and/or
Services at the same time as payment is due for the supply of the
Goods and/or Services.
(h) All invoices shall include the following:
• Purchase Order number
• Vessels Name
• IMO number
• VAT no. (where applicable).
• Billing address:
Vessel Name
(i.e. M.V. ...........)
Owning
Company of the vessel
(i) The Invoices and all related supporting documents (delivery
notes, services reports etc.) must be issued and forwarded for
payment by email in PDF format to Buyers dedicated email address
mentioned on the order.
(j) Payment can be processed ONLY after proving of delivery to the
vessel or to Buyer’s stocking warehouse.
(k) The buyer would hold the write to claim damages to the Seller if
supplies originally paid which were originally stored in the
warehouse were found in unsatisfactory /or non-operational condition
once received onboard.
(l) In this event the return freight cost of the spares is purely
responsibility of the sellers.
(m) Buyer has the right to claim full refund or new replacement of
spares.
(n) Invoices which missing the above criteria , will be marked as
problematic .As consequence of this criteria invoice will classified
as PROBLEMATIC, and this will end to delay of payment until
clarifications and investigation is made.
(o) If a supplier omits repeatedly to meet those above criteria ,the
invoices will be rejected automatically until full information is
provided.
(p) Any delays in meeting the credit period agreed because of
missing information form the Seller on the invoice will not bare the
Buyer and no additional costs/ penalties will be accepted by the
Buyer.
8.2 In respect of the Charges:
(a) the invoices must be received by the Buyer latest within the
current financial year that the order was placed. If an invoice is
not received within the aforesaid time period, the Buyer shall not
be liable to pay that invoice.
(b) Supplier shall maintain complete and accurate records of the
time spent and materials used by the Supplier in providing the
Services and the Supplier shall allow the Buyer to inspect such
records at all reasonable times on request.
INTELLECTUAL PROPERTY RIGHTS
9.1 In respect of the Goods and any Goods that are transferred to
the Buyer as part of the Services under the Agreement, the Supplier
warrants that it has full and clear unencumbered title to all such
items and that at the Date of Delivery of such items to the Buyer,
it will have full and unrestricted rights to sell and transfer all
such items to the Buyer.
9.2 The Supplier assigns to the Buyer, with full title guarantee and
free from all third-party rights, all Intellectual Property Rights
in the products of the Services, including for avoidance of doubt,
the Goods.
9.3 The Buyer acknowledges that, in respect of any third-party
Intellectual Property Rights, the Buyer’s use of any such
Intellectual Property Rights is conditional on the Supplier
obtaining a written license from the relevant licensor on such terms
as will entitle the Supplier to license such rights to the Buyer.
9.4 Without prejudice to any other Clause of the Agreement, the
Supplier shall indemnify and hold harmless the Buyer and any of the
Buyer’s Affiliates against all Claims and in respect of all loss
suffered by them as a result of or relating to violations of this
Clause. For the avoidance of doubt, Clause 14 shall not apply in
respect of a party’s rights of indemnity under this Clause.
CONFIDENTIALITY
10.1 A party (the “Receiving Party”) shall keep in strict confidence
all technical or commercial know how, specifications; inventions;
processes; reports or initiatives which are of a confidential nature
and have been disclosed to the Receiving Party by the other party
(the “Disclosing Party”), its employees, agents or subcontractors,
and any other confidential information concerning the Disclosing
Party’s business, its products and services which the Receiving
Party may obtain. The Receiving Party shall only disclose such
confidential information to those of its employees, agents and
subcontractors who need to know it for the purpose of discharging
the Receiving Party’s obligations under the Agreement, and shall
ensure that such employees, agents and subcontractors comply with
the obligations set out in this Clause as though they were a party
to the Agreement. The Receiving Party may also disclose such of the
Disclosing Party’s confidential information as is required to be
disclosed by law, any governmental or regulatory authority or by a
court of competent jurisdiction. This Clause 10 shall survive
termination of the Agreement.
10.2 Without prejudice to any other Clause of the Agreement, the
Supplier shall indemnify and hold harmless the Buyer and any of the
Buyer’s Affiliates against all Claims and in respect of all loss
suffered by them as a result of or relating to violations of this
Clause. For the avoidance of doubt, Clause 14 shall not apply in
respect of a party’s rights of indemnity under this Clause.
SUBCONTRACTING AND ASSIGNING
11.1 The Supplier shall:
(a) not sub-contract or assign all or any part of its rights,
liabilities or obligations under the Agreement without the written
consent of the Buyer; and
(b) be responsible for the acts, defaults and neglects of any
Sub-Contractor as fully as if they were the acts, defaults or
neglects of the Supplier itself.
WARRANTY
12.1 The Supplier warrants and undertakes that:
(a) the Goods shall be new, of good quality and workmanship, free
from defects and fit for the intended purposes, including complying
with any applicable regulations and specifications, including
applicable standards.
(b) the Services shall be delivered in accordance with market
standards and good professional practices, or such other level of
standards agreed between the Parties; and
(c) the Goods and/or Services delivered shall comply with the
warranties and undertakings in Clauses 12.1(a) and (b) for a minimum
of 12 months from the Date of Delivery of Goods or performance of
Services (the “Warranty Period”) whichever is the later.
12.2 If the Buyer gives notice in writing to the Supplier during the
Warranty Period within a reasonable time of discovery that some or
all the Goods do not comply with the warranty Clause 12.1:
(a) the Supplier is given a reasonable opportunity of examining such
Goods; and
(b) the Buyer (if asked to do so by the Supplier) returns such Goods
to the Supplier at Supplier’s cost, the Supplier shall, at its
option, repair or replace the defective Goods, or refund the price
of the defective Goods in full.
12.3 The Warranty Period shall be extended by 12 months for all
repaired or replaced Goods and/or re-performed Services.
LIMITATION OF LIABILITY
13.1 Nothing in these Conditions shall limit or exclude the
Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the
negligence of its employees, agents or sub-contractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods
and Services Act 1982 (title and quiet possession); or
(d) any liability which cannot be limited or excluded by applicable
law.
13.2 Notwithstanding any other provisions of the Agreement, the
liability of the Supplier under, pursuant to or in connection with
the Agreement shall be limited to USD 1,000,000 in respect of any
and all Claims arising under or in connection with the Agreement, of
whatsoever nature and howsoever arising (including any claim in tort
or breach of statutory duty.
13.3 For the avoidance of doubt it is intended and agreed that any
liability which might otherwise have arisen in tort for negligent
misrepresentation or for negligent or innocent misrepresentation
whether at common law or under statute is hereby excluded and any
remedy that might otherwise have so arisen is rejected.
13.4 The terms implied by sections 3 to 5 of the Supply of Goods and
Services Act 1982 are, to the fullest extent permitted by law,
excluded from the Agreement.
13.5 This Clause 13 shall survive termination of the Agreement.
CONSEQUENTIAL LOSS
14.1 Subject to Clauses 9, 10, 13.1, 23, 24, 25 and 26.4, neither
party shall be liable to the other for any Consequential Loss
whatsoever arising out of or in connection with the performance or
non-performance of the Agreement, in contract, tort (including
negligence), breach of statutory duty, misrepresentation or
otherwise at law. These exclusions will apply under any theory of
liability and even if the party was aware (or should have been
aware) of the likelihood of such damages or liabilities.
INDEMNITY
15.1 The Supplier Group shall indemnify, defend and hold harmless
the Buyer Group in respect of all Claims arising out of or in
connection with the performance of the Agreement in respect of:
(a) loss of or damage to or pollution from the property or Supplier
Materials of the Supplier Group.
(b) death, injury or disease of any member of the Supplier Group,
irrespective of the negligence, willful misconduct or breach of duty
(statutory, tortious or otherwise) of the Buyer Group.
15.2 The Buyer Group shall indemnify, defend and hold harmless the
Supplier Group in respect of all Claims arising out of or in
connection with the performance of the Agreement in respect of :
(a) loss of or damage to or pollution from the property or equipment
of the Buyer Group.
(b) death, injury or disease of any member of the Buyer Group,
irrespective of the negligence, willful misconduct or breach of duty
(statutory, tortious or otherwise) of the Supplier Group.
15.3 The Supplier shall deal with any third-party disputes that
arise in relation to the provision of Goods and/or Services and
shall control any Claims and/or dispute settlement procedure in
which the Supplier might be involved as a result of the Agreement,
provided that the Buyer assists the Supplier when requested
regarding the Goods and/or Services. The Supplier shall indemnify
the Buyer for all costs relating to the Claims including but not
limited to legal costs.
15.4 All exclusions and limitations of liability and any indemnities
set out in the Agreement shall survive the expiry or termination of
the Agreement but only in respect of liabilities which arise and
indemnities which are invoked as a result of incidents which
occurred prior to the effective date of termination.
INSURANCE
16.1 The Supplier shall effect and maintain in full force and effect
throughout the duration of the Agreement and any extensions thereto
such policies of insurance in terms of coverage and limits with
reputable insurers reasonably acceptable to the Buyer as set out
below.
16.2 The Supplier shall obtain and maintain, as a minimum and where
relevant, the insurances set out below:
(a) employer’s liability insurance to cover personnel up to the
statutory minimum.
(b) third party liability insurance including coverage for bodily
injury, property damage, premises and operations, independent
Suppliers, completed operations, pollution and contractual liability
(or their equivalents), with a limit of not less than USD 1,000,000
combined single limit for any one occurrence.
(c) all risk insurance to the full replacement value of the
Supplier’s premises, plant machinery and equipment of the Supplier’s
Vessel (if any), and any other location where equipment, Supplier
Materials or supplies are being obtained, stored or used by the
Supplier for the purposes of the Agreement including coverage for
the property of others in the care, custody, control of the
Supplier.
(d) protection and indemnity insurance (with a limit of not less
than USD 50,000,000 per accident on each Supplier Vessel) and if
applicable hull and machinery insurance (with a limit of not less
than the sound market value of each Supplier Vessel) with sound and
reputable insurance companies’ underwriters or associations.
(e) war risks (including but not limited to blocking and trapping,
protection and indemnity, terrorism, piracy and crew risks);
(f) professional indemnity insurance.
(g) product liability insurance.
(h) public liability insurance.
(i) where applicable, offshore employers’ liability insurance to
cover personnel offshore up to the statutory minimum.
(j) any other insurances which the Supplier is obliged to carry
under applicable laws; and
(k) any additional insurance, which is to be provided at the Buyer’s
expense, which the Parties to the Agreement agree is required to
protect the Buyer’s interest, and which the Buyer approves in
writing being obtained by the Supplier.
16.3 The requirements regarding insurance contained in this Clause
shall be without prejudice to and shall not reduce or affect the
Supplier’s indemnities nor limit the Supplier’s liabilities under
the Agreement.
16.4 Prior to commencement of the Services, the Supplier shall
furnish the Buyer with certificates of insurance and thereafter,
renewals thereof, as soon as practicable. The Supplier shall notify
the Buyer immediately of any material change to or cancellation or
threatened cancellation of any such insurances.
16.5 Should the Supplier fail or refuse to obtain or maintain any
insurances required by this Clause or fail to provide the Buyer with
certificates or have any insurance cover cancelled and fail to
obtain alternative insurance (in which case the Supplier must notify
the Buyer immediately), the Buyer shall have the right to procure
such insurances itself at the Supplier’s cost.
16.6 Subject to the provisions of Clause 15, the Supplier shall
defend, indemnify and hold harmless the Buyer from and against all
Claims arising from, relating to or in connection with the failure
by the Supplier to observe the provisions of this Clause.
16.7 All deductibles shall be payable by the Supplier.
TERMINATION
17.1 Without limiting its other rights or remedies, either party may
terminate the Agreement with immediate effect by giving written
notice to the other party if:
(a) an order is made, or resolution passed for the winding up,
dissolution, liquidation or bankruptcy of either Party (otherwise
than for the purpose of reconstruction or amalgamation) or if a
receiver, administrator or similar officer is appointed, or if it
suspends payment, ceases to carry on business or makes any special
arrangement or composition with its creditors; or
(b) the Main Agreement (if applicable) is terminated for any reason.
17.2 Without limiting its other rights or remedies, the Buyer may
terminate the Agreement immediately by written notice if:
(a) in respect of the supply of Services there is a material breach
by the Supplier of the Agreement and (if capable of remedy) the
Supplier has failed to remedy the breach within 30 days after being
notified in writing to do so.
(b) in respect of the supply of Goods, in whole or in part at any
time before the Date of Delivery, by giving written notice to the
Supplier, whereupon the Supplier shall discontinue all work on the
Agreement. The Buyer shall pay the Supplier fair and reasonable
compensation for any work in progress on the Goods at the time of
termination, but such compensation shall not include loss of
anticipated profits or any Consequential Loss; or
(c) the Buyer in its sole discretion believes that the Supplier is
in breach of Clause 23.
17.3 Without limiting its other rights or remedies, the Buyer may
terminate the Agreement by giving the Supplier no less than 10
Business Days’ written notice.
CONSEQUENCES OF TERMINATION
18.1 Termination of the Agreement, however arising, shall not affect
any of the parties’ rights and remedies that have accrued as at
termination.
18.2 Clauses which expressly or by implication survive termination
of the Agreement shall continue in full force and effect.
FORCE MAJEURE
19.1 Neither the Buyer nor the Supplier shall be liable for any
delay in the supply of the Goods and/or Services, or loss or damage
or total or partial failure to perform this Agreement (other than a
failure to perform an obligation to pay money) caused wholly or
partly by any circumstance or matter beyond the reasonable control
of the relevant party, as the case may be, including (without
limitation), acts of governmental authorities, fires, strikes,
floods, epidemics, quarantine restrictions, wars, insurrections,
riots, violent demonstrations, criminal offences, acts and omissions
of civil or military authority or of usurped power, requisition or
hire by any governmental or other competent authority, embargoes
(“Force Majeure Event”).
19.2 Where a party seeks to rely upon a Force Majeure Event it will
advise the other party of the Force Majeure Event at the earliest
opportunity and advise that party of the likely duration of such
Force Majeure situation.
19.3 The Buyer shall not be responsible to the Supplier for any
failure to perform its obligations under the Agreement where there
is a corresponding failure by its client to perform its obligations
under the Main Agreement due to a Force Majeure Event, provided that
the Buyer takes all reasonable steps to pursue its rights under the
Main Agreement.
19.4 Each party shall have the option to terminate the Agreement on
giving 10 Business Days’ notice in the event that a party is unable
to fulfil its obligations in terms of the Agreement by reason of a
Force Majeure event that so prevents a party fulfilling such
obligations.
BUYER’S REMEDIES
20.1 If the Supplier fails to deliver the Goods and/or perform the
Services by the applicable date, the Buyer shall, without limiting
its other rights or remedies, have one or more of the following
rights: to refuse to accept any subsequent delivery of the Goods
and/or performance of the Services which the Supplier attempts to
make.
(a) to recover from the Supplier any costs incurred by the Buyer in
obtaining substitute goods and/or services from a third party.
(b) where the Buyer has paid in advance for Goods which have not
been delivered by the Supplier and/or Services that have not been
provided by the Supplier, to have such sums refunded by the
Supplier; and
(c) to claim damages for any additional costs, loss or expenses
incurred by the Buyer which are in any way attributable to the
Supplier’s failure to meet such dates.
20.2 If the Supplier has delivered Goods that do not comply with the
undertakings set out in Clause 4.1, then, without limiting its other
rights or remedies, the Buyer shall have one or more of the
following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title
has passed and to return them to the Supplier at the Supplier’s own
risk and expenses.
(b) to require the Supplier to repair or replace the Goods, or to
provide a full refund of the price of the rejected Goods (if paid);
(c) to refuse to accept any subsequent delivery of the Goods which
the Supplier attempts to make.
(d) to recover from the Supplier any expenditure incurred by the
Buyer in obtaining substitute goods from a third party; and
(e) to claim damages for any additional costs, loss or expenses
incurred by the Supplier arising from the Supplier’s failure to
supply Goods in accordance with Clause 4.1.
HSSEQ
21.1 The Supplier shall at all times perform its obligations under
the Agreement in a safe and responsible manner and shall observe and
comply with HSSEQ Requirements, all statutory obligations and
industry standards.
21.2 ALCOHOL & DRUG POLICY
All ships under Marlow Management are alcohol and drug free ships
i.e., the supply, introduction and use of alcoholic drinks and/or
drugs is strictly forbidden. Supplier are warned to ensure that
their servants will comply fully with the Company’s Regulations, and
they will not contravene the alcohol-drug ban. If ship chandler’s
servants are in breach the Supplier will be dismissed immediately.
21.3 ENVIRONMENTAL ISSUES
In an effort to contribute as much as possible for the protection of
the environment we have implemented an Environment Management System
.
Any products or services which we will enquire to purchase from your
esteemed company have to be – to the factor that this is applicable
and feasible – environmentally friendly and to the least not harmful
for the environment. Products that carry a potential hazard to cause
damage to the environment will not be purchased as something like
that would result in serious deviation from the requirements of our
Environmental Policy.
Transport packaging should be manufactured preferably directly from
renewable and/or reusable material as far this is possible and
practical. Suppliers are requested where possible and economically
reasonable to accept returned transport packing after use. In the
context of repeated deliveries, such acceptance may take place at
one of the next deliveries. The returned packaging shall be
considered for reuse or recovery insofar as it is technically and
economically reasonable. In general the Transport packing and goods
packing, especially plastic shall be limited to a minimum.
According to EU Regulation 1257/2013, every vessel that bear an
EU-flag OR calls at an EU Port is obliged to bear a verified
Inventory of Hazardous Materials (IHM), along with the competent
Certificate. Moreover, it is mandatory that this Inventory of
Hazardous Materials (IHM) is properly maintained, in a way that all
technical items that are installed on the vessel are adequately
documented, in terms of existence of certain HazMats (Hazardous
Materials), as these are listed in the aforementioned EU Regulation
1257/2013.
Maintenance of IHM is performed by gathering of specific forms
(Material Declaration and Supplier Document of Conformity), for all
technical items purchased by our company. Templates of these forms
are available for downloading at LAMINAE™ portal.
In such a manner, always proactive and compliant, our company has
decided to perform the IHM Maintenance in a structured and efficient
way, with the use of software LAMINAE™, in collaboration with ICS
SOLIX™ Environmental Consultants. Under the scope of this procedure,
you will be receiving automated mails, sent by LAMINAE™, with
trusted and safe webpage links, to upload the aforementioned forms
(MDs & SDoCs), for every PO place by our company.
Pertaining to above, for a smooth operation, you are kindly requested to co-operate, availing all required documentation.
IHM Related Information (Click on below link to download/open)
Supplier's Declaration of Conformity for Material Declaration Management
Any dispute arising under the supply contract shall be decided by the competent courts and according to Cyprus or German law.
21.4 ASBESTOS FREE POLICY
All items or materials supplied to our vessels must be ASBESTOS-FREE. Whenever an item or material is to be supplied, it is ensured that the item or material has a statement of compliance, or similar, with the relevant SOLAS regulation. This may take the form of an "asbestos free declaration". All suppliers/ ship chandlers MUST submit the Asbestos Free Declaration to the company prior to supply anything onboard.
SUPPLIER CODE OF CONDUCT
22.1 In connection with the Supplier’s performance of the Agreement,
the Supplier agrees to act consistently with the Buyer’s Supplier
Code of Conduct which is available upon request from the Buyer.
BUSINESS ETHICS
23.1 In carrying out its respective obligations under the Agreement,
each party shall comply with all applicable laws and regulations of
its local country and of any other applicable country.
23.2 Each party represents and warrants that:
(a) it is not in breach of any bribery or corruption under any
applicable corruption laws.
(b) it is not in breach of any applicable anti-laundering laws; and
23.3 it is not involved with any slavery, human trafficking or child
labour in its corporate activities and shall comply with the Modern
Slavery Act 2015.Without prejudice to any other Clause of the
Agreement, the offending party shall indemnify and hold harmless the
other party and any of its Affiliates against all Claims and in
respect of all loss suffered by them because of or relating to
violations of this Clause. For the avoidance of doubt, Clause 14
shall not apply in respect of a party’s rights of indemnity under
this Clause.
23.4 The Supplier shall if so, requested by the Buyer in writing
promptly provide any information which the Buyer may reasonably
require in order to monitor its compliance with this Clause. In
particular and without limitation, a director or other duly
authorized representative of the Supplier with direct responsibility
for the Agreement shall certify in writing to the Buyer on an annual
basis its full compliance with this Clause during the preceding
year.
23.5 The Supplier shall where lawfully notify the Buyer immediately
in writing upon becoming aware of, or suspecting:
(a) any failure to comply with any provisions of this Clause; and
(b) any extortive solicitation, demand or other request for anything
of value, by or on behalf of any person relating to the Agreement or
its subject matter.
23.6 Any failure by the Supplier to comply with any provision of
this Clause shall constitute a material breach of the Agreement.
23.7 In the event of a breach or suspected breach of this Clause,
such determination to be at the sole discretion of the Buyer, the
Buyer shall be entitled to with immediate effect suspend performance
of its obligations under the Agreement and/or terminate the
Agreement.
DATA PROTECTION
24.1 The Supplier warrants that it shall always process any personal
data in relation to the Agreement in accordance with Data Protection
Laws.
24.2 Without prejudice to any other Clause of the Agreement, the
Supplier shall indemnify and hold harmless the Buyer and any of the
Buyer’s Affiliates against all Claims and in respect of all loss
suffered by them as a result of or relating to violations of this
Clause. For the avoidance of doubt, Clause 14 shall not apply in
respect of a party’s rights of indemnity under this Clause.
TRADE COMPLIANCE
25.1 The Supplier warrants compliance with:
(a) Global Trade Laws in all respects related directly or indirectly
to the performance of the Agreement and undertakes that they will
not, through any act or omission place the Supplier in violation of
Global Trade Laws; and
(b) all other rules and regulations including those of the
territories where Goods and/or Services are to be delivered.
25.2 Without prejudice to any other Clause of the Agreement, the
Supplier shall indemnify and hold harmless the Buyer and any of the
Buyer’s Affiliates against all Claims and in respect of all loss
suffered by them as a result of or relating to violations of this
Clause including any penalties or costs associated with government
investigations or enforcement actions under Global Trade Laws. For
the avoidance of doubt, Clause 14 shall not apply in respect of a
party’s rights of indemnity under this Clause. The Supplier
represents and warrants that it, its affiliates, and its directors,
officers, key employees or agents are not Sanctioned Persons.
25.3 Any breach, known future conduct that would likely cause a
breach (as determined by either party in its discretion), or a
change to Global Trade Laws which makes continued performance under
the Agreement impermissible, entitles either party at its absolute
discretion to immediately terminate this Agreement. In that event
and if either party terminates this Agreement due to a change in
applicable Global Trade Laws, both parties agree that: (i) such
termination shall not constitute a breach of this Agreement by the
party terminating and the other party waives any and all claims
against the terminating party for any loss, cost or expense,
including consequential damages that the other party may incur by
virtue of such termination; and (ii) both parties agree to take
reasonable steps to cooperate in winding down this Agreement.
TAX
26.1 If the Buyer has a legal responsibility to directly pay to the
appropriate taxing authority any Taxes included in the payment due
to the Supplier, the Buyer may withhold and deduct the amount of
such taxes from the amounts payable otherwise due to the Supplier in
accordance with the Agreement. The Buyer shall not be liable to the
Supplier, and the Supplier shall have no Claim against the Buyer,
for any amount that would otherwise be payable to the Supplier that
the Buyer has withheld from the amounts payable to the Supplier and
either has paid or has not yet remitted to the taxing authorities,
until the Buyer is released from all liability with respect to the
amount so withheld and is lawfully entitled to pay said sum to the
Supplier. Any amount so withheld by the Buyer will be deemed to have
been made on the Supplier’s behalf as if the payment had been made
to the Supplier and will relieve the Buyer of any further obligation
to the Supplier with respect to such amount. The Supplier may avoid
withholding of certain Taxes by providing written documentation to
the Buyer prior to payment indicating that the Supplier is lawfully
exempt from or otherwise not subject to such Taxes being deducted
from payment, however, the Buyer shall have the right to accept or
reject such documentation or to require further evidence of the
Supplier’s taxable status.
26.2 The Supplier shall be solely responsible for any administration
as required by any and all competent authorities, including, but not
limited to, payroll, pension arrangements, Tax, social security
contributions and other mandatory dues and related matters which may
arise as a consequence of the Agreement and the Supplier undertakes
to fully inform itself prior to the date of the commencement of any
Services of the requirements for due compliance with all tax and/or
social security obligations and all costs, including third party
consultancy and advisory costs, related to such compliance shall at
all times remain for the account of the Supplier.
26.3 The Supplier warrants to the Buyer that it will comply with all
obligations for full and timely compliance as required by the
relevant competent authorities, including, but not limited to,
information, documentation, certification, registration, reporting,
withholding and payment of any and all Taxes, of whatever name and
nature, including, but not limited to, any withholding from
remuneration derived from the Agreement; social security
contribution; corporate taxation; income tax and any other
contribution and/or premiums for unemployment or medical insurance
and/or workers compensation in accordance with all applicable laws,
rules and regulations.
26.4 The parties shall comply with any applicable laws relating to
import, VAT, GST and customs duties.
26.5 Without prejudice to any other Clause of the Agreement, the
Supplier shall indemnify and hold harmless the Buyer and any of the
Buyer’s Affiliates against all Claims and in respect of all loss
suffered by them as a result of or relating to violations of this
Clause. For the avoidance of doubt, Clause 14 shall not apply in
respect of a party’s rights of indemnity under this Clause.
GENERAL
27.1 Assignment and other dealings
The Supplier shall not, without the prior written consent of the
Buyer, assign, transfer, mortgage, charge, subcontract, declare a
trust over or deal in any other manner with any or all of its rights
or obligations under the Agreement.
27.2 Notices
(a) Any notice given to a party in connection with the Agreement
shall be by email and/or post.
(b) Any notice shall take effect on receipt by the other party and
shall be deemed to have been received:
(i) if sent by email, on the day of transmission.
(ii) if posted, on the 7th day after posting; and
(iii) if delivered by hand, on the day of delivery.
(c) The provisions of this Clause shall not apply to the service of
any proceedings or other documents in any legal action.
27.3 Severance
(a) If any provision or part-provision of the Agreement is or
becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid, legal and
enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under
this Clause shall not affect the validity and enforceability of the
rest of the Agreement.
(b) If any provision or part-provision of the Agreement is invalid,
illegal or unenforceable, the parties shall negotiate in good faith
to amend such provision so that, as amended, it is legal, valid and
enforceable, and, to the greatest extent possible, achieves the
intended commercial result of the original provision.
27.4 Waiver
A waiver of any right under the Agreement or law is only effective
if it is in writing and shall not be deemed to be a waiver of any
subsequent breach or default. No failure or delay by a party in
exercising any right or remedy provided under the Agreement or by
law shall constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict its further exercise of that or any
other right or remedy. No single or partial exercise of such right
or remedy shall prevent or restrict the further exercise of that or
any other right or remedy.
27.5 No partnership or agency
Nothing in the Agreement is intended to, or shall be deemed to,
establish any partnership or joint venture between the parties, nor
constitute either party the agent of the other for any purpose.
Neither party shall have authority to act as agent for, or to bind,
the other party in any way.
27.6 Third parties
Except to the extent expressly provided for in these Conditions, a
person who is not a party to the Agreement shall not have any rights
to enforce its terms.
27.7 Variation
Except as set out in these Conditions, no variation of the
Agreement, including the introduction of any additional terms and
conditions, shall be effective unless it is agreed in writing and
signed by the Buyer.
27.8 Entire Agreement
(a) These Conditions together with the Agreement constitutes the
entire agreement and understanding of the parties. It supersedes any
previous agreement, understanding, discussion or exchange between
the parties (or their representatives) relating to the Service which
now forms the subject matter of the Agreement.
(b) Both parties agree and represent to each other that neither
party is entering into the Agreement as a result of, or in reliance
on, any warranty, representation, statement, agreement or
undertaking of any kind whatsoever (whether in writing or oral and
whether made negligently or innocently) made by any person other
than as expressly set out in the Agreement as a warranty and
identified as such in the Agreement as a warranty.
27.9 Governing law and jurisdiction
This Contract shall be governed by and construed in accordance with
English law and any dispute arising out of or in connection with
this Contract shall be referred to arbitration in London in
accordance with the Arbitration Act 1996 or any statutory
modification or re-enactment thereof save to the extent necessary to
give effect to the provisions of this Clause. The arbitration shall
be conducted in accordance with the London Maritime Arbitrators
Association (LMAA) Terms current at the time when the arbitration
proceedings are commenced. The reference shall be to 3 arbitrators.
A party wishing to refer a dispute to arbitration shall appoint its
arbitrator and send notice of such appointment in writing to the
other party requiring the other party to appoint its own arbitrator
within 14 calendar days of that notice and stating that it will
appoint its arbitrator as sole arbitrator unless the other party
appoints its own arbitrator and gives notice that it has done so
within the 14 days specified. If the other party does not appoint
its own arbitrator and give notice that it has done so within the 14
days specified, the party referring a dispute to arbitration may,
without the requirement of any further prior notice to the other
party, appoint its arbitrator as sole arbitrator and shall advise
the other party accordingly. The award of a sole arbitrator shall be
binding on both parties as if he had been appointed by agreement.
Nothing herein shall prevent the parties agreeing in writing to vary
these provisions to provide for the appointment of a sole
arbitrator. Nothing in this Clause shall prevent either party from
applying to the English courts for injunctive relief. Each party
hereby agrees to accept service of process in connection with the
Agreement at the address notified in the Agreement.
27.10 Business Partner Guidelines
The Marlow Group of companies act for and on behalf of different
ship owning companies. These companies may have their own Business
Partner Guidelines. It is the responsibility of the Supplier to
proactively inform themselves of any Business Partner Guidance that
are in place. These guidelines may differ among companies and can be
made available upon request. By accepting these terms, the Supplier
acknowledges and commits to adhering and complying fully to these
guidelines.
13th May 2024