Standard Terms and Conditions
All Services, Contracts & Agreements are subject to the PecMarine Standard terms and conditions set forth hereunder:
TERMS AND CONDITIONS
The words and phrases used in this document shall have the following meanings:
1. “PecMarine” shall mean PecMarine Sp. z o.o., a limited liability company registered in Poland, KRS register number 0000577494, its subsidiaries, employees, representatives and surveyor associates, individually or collectively;
2. “Client” shall mean the legal entity for whom the person accepting these contract terms is acting, its affiliates, subsidiaries and the officers, directors, employees, representatives and agents of any of them, individually or collectively;
3. “Party” or “Parties” shall mean PecMarine and\or the Client acting within the scope of the Contract or both of them jointly;
4. “Services” shall mean all and any services provided by PecMarine;
5. “Contract” shall mean any agreement for supply of the Services;
6. “Remuneration” shall mean all amounts payable to PecMarine for the Services rendered or expenses incurred.
1. No addition, alteration or substitution of these Terms and Conditions shall bind PecMarine, or form part of the Contract unless it is expressly accepted in writing by the duly authorised representative of PecMarine who expressly states in writing that PecMarine is agreeing to alter these Terms and Conditions. In the event of any conflict between these Terms and Conditions and any document claiming to impose different terms, these Terms and Conditions shall prevail.
2. Except where expressly stated to the contrary in a written document signed by the Parties on or after the date hereof, these terms form the entire agreement between the Parties and supersede all previous agreements and understandings between the Parties, and no warranty, condition, description, term or representation is given or to be implied by anything said or written in negotiations between the Parties or their representatives prior to the communication of these terms.
1. PecMarine shall perform the Contract with all proper skills in accordance with normal industry standards and shall undertake the Services to which these terms relate with reasonable care, professionalism and diligence.
2. The Client undertakes to:
1) ensure that full instructions are given to PecMarine and are provided in sufficient time to enable the required Services to be performed effectively and efficiently. The Client agrees to disclose to PecMarine all relevant information of which they have knowledge, or to which they have access, in relation to the Services;
2) in consultation with PecMarine, procure all necessary access to premises and vessels for no less than such a time as shall in each particular circumstance be reasonable to enable all appropriate inspections and tests to be undertaken or performed; and
3) ensure that all appropriate safety measures are taken to provide safe and secure working conditions for PecMarine.
1. The Client agrees to pay for the Services within 14 days of the invoice date (the due date).
2. If the Client disputes an invoice, or part of an invoice, the Client must immediately notify PecMarine in writing. If no notification is received by the due date, the Client will be deemed to have accepted the invoice in full.
3. Where only part of an invoice is disputed, the undisputed amount shall be paid by the due date.
4. PecMarine reserves the right to issue interim invoices for the Services provided and/or costs incurred, calculated on a pro rata basis.
5. PecMarine’s Remuneration does not include any tax, in particular, but not limited to, Value Added Tax, Goods and Services Tax, withholding taxes, turnover taxes, surcharges or duties as required by any applicable law, and if required, any such tax or duty is chargeable to the Client and payable by the Client in addition to the above referenced Remuneration. The Client shall pay the full Remuneration as invoiced irrespective of whether the Client is required by law to withhold any taxes or duties from the invoiced amount.
6. PecMarine reserves the right to charge interest accruing on a daily basis at an annual rate of 10% on any amount remaining unpaid beyond the due date, and may withhold any or all Services until the unpaid amounts, including interest, are paid in full.
7. Should the Client fail to pay overdue amounts to PecMarine for more than 30 days, PecMarine will be entitled to terminate all and any Contracts that are still in force between the Parties and demand Remuneration for the Services performed.
8. PecMarine may at its sole discretion at any time allocate payment received from the Client to satisfy other earlier invoices that remain unpaid by the Client.
9. No exercise or failure to exercise or delay in exercising any right or remedy vested in either Party shall be deemed to be a waiver by that Party of that or any other right or remedy.
1. If nothing else is agreed upon by the Parties, PecMarine’s Remuneration shall be calculated on the basis of hours spent providing given Services in favour of the Client (working-hours).
2. Remuneration for Services and reporting is charged with a minimum of 1/2 (half) working-hour intervals.
3. PecMarine reserves the right to charge additional Remuneration for any work that is beyond the scope of the originally agreed extent of works.
4. Travel in relation to Services shall be considered to be done in working-hours. Any waiting time shall be considered to be working hours unless caused solely by PecMarine’s fault.
5. If the Contract is terminated by PecMarine or the Client before the Services under the Contract are completed, PecMarine’s Remuneration will be calculated up to the date of termination. Any reasonable costs directly attributed to early termination and any amounts then due to PecMarine will immediately become payable.
Each Party shall keep confidential and not use or disclose to any third party any data, plan or other technical information received from the disclosing Party, except as may be required by law or as may be agreed in the Contract or if authorised by the disclosing Party. This obligation shall not apply to any data or information that was in Party’s possession before its disclosure by or on behalf of the disclosing Party, or otherwise becomes available from an independent source not under a confidentiality obligation, or if it becomes part of the public domain. This obligation will survive termination of the Contract.
Neither Party to the Contract shall be in breach of any obligation hereunder (other than the obligation of the Client to make payment of any monies due to PecMarine) insofar as performance thereof has been delayed, hindered, interfered with or prevented by any circumstances beyond reasonable control.
1. The Client shall indemnify and hold PecMarine harmless from all and any fees, duties, taxes, levies, charges and any other obligations under public law which have arisen in connection with rendering the Services.
2. The Client shall indemnify and hold PecMarine harmless from all claims, costs, proceedings, damages and expenses, including legal and other professional fees and expenses, made against, incurred or paid by PecMarine as a result of or in connection with any breach of the Contract by the Client.
3. In providing Services, information, or advice, except as set out in these Terms and Conditions, PecMarine will not be liable for any loss, damage, or expense sustained by any person and caused by any act, omission, error, negligence, or strict liability of PecMarine. Nothing in these Terms and Conditions creates rights in favour of any person who is not a party to the Contract with PecMarine.
1. If PecMarine considers it more efficient or convenient, it may in its discretion procure advice, assistance and services, which it renders under the Contract, from other persons and may in its discretion delegate performance of one or more of its obligations under The Agreement to such entities (the Subcontractors).
2. PecMarine shall not be responsible for loss or damage resulting from improper performance of the Services by its Subcontractors, provided that they have been selected to perform the Services with due care and diligence.
1. The Client has a duty to provide a safe place of work for PecMarine surveyors or auditors as well as their Subcontractors. This duty relates to places of work which are under the control of the Client which can include vessels, shipyards, terminals, offshore units, factories, plants, workshops and offices.
2. Key terms of PecMarine’S travel policy are as follows:
1) For flights lasting up to 6hrs – economy class is applicable,
2) For flights over 6hrs – economy extra class or business class is applicable,
3) All PecMarine surveyors are eligible for seaman’s tickets,
4) Hotels standard selection must ensure minimum of 3 (three) Stars European standard.
3. Shall the Client be responsible for arranging the travel and accommodation for PecMarine, PecMarine travel policy must be followed.
4. If the Client responsible for travel arrangements fails to comply with PecMarine’s travel policy as set out above, or with any of the travel arrangements agreed with PecMarine on a separate basis, PecMarine, in its own discretion, is entitled to:
1) refrain from performing any Services until the Client complies with PecMarine’s travel policy, and/or
2) arrange for travel or accommodation conditions complying with PecMarine’s travel policy – at Client’s sole risk and expense.
5. In situation described in p. 4 (2) above, PecMarine is also entitled to refrain from performing any Services until the Client makes a prepayment for the expenses to be incurred by PecMarine, or offers a security of repayment accepted by PecMarine.
1. PecMarine shall not be liable for any loss or damage caused in circumstances, where there is no breach of a legal duty of care owed to the Client by PecMarine or where, notwithstanding any such breach, any loss or damage is not a reasonably foreseeable result of such breach.
2. PecMarine shall not be responsible for loss or damage or any increase in loss or damage resulting from any breach by the Client of any term of these Terms and Conditions.
3. Neither Party shall be liable to the other for the indirect or consequential damages resulting from or arising out of the Contract, including but not limited to loss of use of property, loss of profit, loss of product or business interruption.
4. The total liability of PecMarine to the Client for breach of the Contract and the total third party liability shall not for any reason whatsoever exceed an amount equal to one times the total fees paid and payable by the Client to PecMarine for this Contract.
5. No omission or failure to carry out or observe any stipulation, condition or obligation to be performed under the Contract will give rise to any claim against PecMarine or be deemed a breach of contract, if the failure or omission arises from causes beyond PecMarine’s reasonable control.
1. These Terms and Conditions, the Contract, as well as any Services of PecMarine and any claims arising therefrom shall be governed by Polish law.
2. Any dispute or claim between PecMarine and the Client or Client’s insurers or underwriters, or between PecMarine and any party to which the Client subrogates or assign its rights, arising from or in connection with these Terms and Conditions, the Contract, as well as any Services of PecMarine provided hereunder, are subject to exclusive jurisdiction of the Polish courts. This does not limit PecMarine’s right to take legal measures in order to secure its claims and to commence security proceedings and enforcement proceedings in any other jurisdiction.