Our offers and contracts exclusively underlie our terms of payment and delivery conditions, unless another agreement is made and confirmed in written form by us.
Customer’s terms and conditions of purchase, which we herewith contradict, are non-binding for us.
The execution of an order is made according to our written confirmation.
The goods are delivered subject to reservation of title up to total payment of all our outstanding debts related to the business connection between the customer and us. This reservation of proprietary rights serves as security of our debt claims.
Pledging or chattel mortgaging of the goods by the customer is forbidden.
Supplies are effected ex works at customer’s risk and expense. The choice of dispatch route and transportation is in our discretion. Insurance of cargo will be covered at buyer’s request and costs. Validity of terms of delivery and appointments, which can be agreed bindingly or without binding, presupposes an undisturbed manufacturing and an adequate supply of components by our sub-contractors.
Exceeding entitles the customer to cancellation of the contract only if he had set an appropriate additional respite before.
If failure of us or our supplier, which were not avertable through reasonable diligence, or industrial action and acts of God prevent us from delivery, time of delivery will extend acceptably. If delivery is thereby impossible, our obligation to supply will be omitted. In this case we are not bound to indemnify.
We will be authorised to withdraw from the contract if customer’s financial status takes a chance to the worse up to the day of delivery, so that the performance of an obligation to pay in due time or in total may not be excepted.
We are authorised to demand payment in advance.
We will only take account of notices of defects within eight days after invoice receipt. The notice of defects has to be made in writing.
All statutory and contractual claims by customer concerning warranty lapse six month after delivery or performance.
At delayed payment all existing payment requests due for payment immediately, as well in case of a deferral. We are authorised to charge interest at delayed payment in the amount of the usual interest rate for uncovered overdraft credits at our firm’s bank.
Unless otherwise defined within these terms, all customer’s damage claims, in particular these for indirect damage and consequential harm caused by a defect, are excluded, unless we are accused of deliberate intention or gross negligence.
The customer must not retard or cut payment by reason of complaints, claims or counterclaims, which are unacknowledged by us. Payments have to be effected also if the work is delayed or will be impossible for reasons, which we are not responsible for.
At assembling our valid billing conditions are applicable (see ‘service’).
The attachment ‘service-billing conditions’, which is enclosed to every offer, contains the day rate for assembling on board, travel expenses for journey by air or car as well as accommodation costs. Assembling on board and work performed have to be receipted in the protocol by signature of a professional staff member on board.
Hours of overtime (beyond the day rate), which will be done according to agreement, have to be receipted inclusive of reasons by signature of a professional staff member on board. If there is public holiday in the country of assembling and therefore work could not be done or hereby waiting times have arisen, these would be charged.
If our service personnel are ill or have an accident, the customer will have to conduct the invalid to medical attendance. Treatment expenses and medical costs are covered by our insurance. The customer bears all costs, which arise concerning the return because of illness or accident as well as travel expenses for the replacement.
Works, which are outside our scope, have to be done either by dockyard according to our requirements or by another machine building company if this work cannot be done onboard by workmanship. We will charge waiting times, which occur due to processing by dockyard.
The customer has to see to it that tools, which are necessary to execute the order, are available or will be provided. We will charge waiting times, which occur due to delay.
As a matter of principle our deliveries are ex works of manufacturer, freight and packaging not including. Our prices are in EUR plus statutory value added tax (VAT). These taxes are allotted to ocean-going vessels in accordance with § 8 No. 1 in connection with § 4 No. 2 Value Added Tax Act.
Order modifications on the part of the customer have to be submitted betimes in writing.
We do neither furnish a guarantee nor a liability on spare parts bought at us, which are not assembled by our own service personnel.
If local agreements are impossible, we will act in terms of the customer taking the original order in consideration at any rate.
Unless the customer contradicts in writing before or when the contract is concluded, the captain, chief and/or ambassador of the customer act as its accredited agent.
general covid provisions
The parties are aware that the consequences of the so-called Corona pandemic on this contract cannot be predicted at this time.
However, the parties make it clear that health protection is their priority. The risks of infection with the Corona virus and its spread are to be minimized as far as possible by appropriate regulations.
The parties agree that the projects shall also be completed under these conditions. This concerns both the process handling at Ship Service Leonhardt in Scheessel and corresponding contractually agreed measures on site at the end customer (e.g. assembly, deliveries, service calls). These activities shall only be suspended if continued operation is no longer possible due to official or legal orders or required health protection (e.g. official orders such as prohibition of entry or other necessary health protection measures).
Taking into account the foregoing, the Parties are aware that they will only be able to resolve the impairments, obstructions and disruptions pending in connection with the Corona pandemic with a maximum of cooperation based on partnership. Therefore, the Parties commit to work in partnership, closely and constructively, based on trust, cooperation and transparency.
Obstacles / delays in project execution
In the event of delays which are credibly directly or indirectly related to the spreading Corona virus (SARS-CoV-2 virus) and which credibly result in Ship Service Leonhardt (hereinafter referred to as SSL) being hindered in the execution of its services, SSL shall be entitled to a project extension, provided that the other legal requirements are met and it can credibly demonstrate that the respective hindrance results in an extension of the execution period.
This shall apply irrespective of whether the delays are due to the fact that materials and/or goods cannot be delivered on the scheduled date or SSL itself, its suppliers or other third parties involved in the provision of services on behalf of SSL are prevented from providing the services due to illness, suspected cases or quarantine measures in connection with the Corona virus (COVID-19 diseases).
By suspected cases, the parties understand that SSL, its supplier or other third party involved in the provision of services on behalf of SSL does not use employees who are not ill under the aspect of due caution. Suspicion of COVID-19 is reasonable, for example, if:
“individuals have acute respiratory symptoms of any severity and contact with a confirmed case of COVID-19.
The same applies to delays due to the fact that SSL or its suppliers, cannot use employees due to governmental restrictions / travel restrictions.
If the customer is unable to fulfill his obligations to cooperate due to circumstances directly or indirectly related to the spreading Corona virus (SARS-CoV-2 virus) (e.g. due to an officially ordered interruption of the project or the reduced performance of authorities relevant for approval or an officially ordered cordoning off of the area in which the service is to be performed), SSL shall also be entitled to an extension of the execution period if the necessary prerequisites are met.
The Customer is aware that Ship Service Leonhardt has not taken into account any obstruction days due to the above causes in the schedule.
Place of fulfilment for all debts is Scheessel. Legal venue is Rotenburg Wuemme.
If any of these terms and conditions is determined to be invalid, the remaining terms and conditions shall stay unaffected.