Terms & Conditions
These General Terms and Conditions of Sale apply to every sale of Goods and every provision of Services made by TNL Group, that is TNL Greece SA, TNL Cyprus Marine Electronics Ltd and their affiliates, (hereinafter the “Seller”) and overrides any other terms and/or conditions presented or invoked by any other party whatsoever, including the Client (as hereinafter defined).
For the purposes of these General Terms and Conditions of Sale:
“Client” means jointly and severally the owner of the Vessel and (as the case may be) the Vessel’s Master, her manager, her operator, her despondent owner, her charterer, her demise charterer and any other party which has contracted with the Seller for the particular supply of Goods and/or the provision of Services. “Client” also means any company or individual, including ship’s suppliers, ship’s agents, or ship’s brokers or any other that resells the Goods or the Services provided by the Seller. The manager of a Vessel shall be deemed to act as the owner of the Vessel, unless otherwise advise the Seller in writing.
“Goods” means the physical equipment, or spare part, or consumable, or software, or web-based service, or documentation and/or any other merchandise which the Seller has undertaken to supply the Client with.
“Manufacturer” means the Organization or the Company that produce the Goods, or provide the Services that are supplied to the Client by the Seller.
“Manufacturer’s Terms of Business” (hereinafter ToB) means the Manufacturer’s Terms and Conditions of sale and purchase as amended or supplemented from time to time, including any standard warranty term.
“On Exchange Basis” supply means the case that the respective used Goods shall be returned to the Seller or to the manufacturer after purchasing the new one.
“Order Acknowledgement” (hereinafter OA) means the conclusive document, issued by the Seller, that incorporates the bilaterally agreed final Terms, as quoted in the Seller’s offer that govern the sale of Goods and/or the provision of Services to the Client.
“Personnel” means all persons that are directly or indirectly employed by the Seller.
"Purchase Order" (hereinafter PO) means the Client's written or by any other means acceptance of the Seller's offer for the quoted Goods and/or Technical Services, including all cited Terms and Conditions of the sale.
“Service Report” means the report conducted by the Seller’s Personnel or the Subcontractor, which describes the technical works carried out for the Client, on board or ashore, the spare parts used if any, and the time needed for the job completion and it is signed both by the Client or its representative and by the Personnel or the Subcontractor.
“Subcontractor” means the individual or the company appointed by the Seller to provide the Technical Services on its behalf.
“Technical Services” means any services like installation, commissioning, technical assistance, inspection, survey, advice, repair, overhaul and/or maintenance that the Seller undertakes to provide on board or ashore, whether conducted by a subcontractor or not, and regardless their appellation.
“Vessel” means the ship to which the Goods are supplied and/or the Technical Services are provided.
2. Orders – Returns - Cancellations
2.1 The Client shall provide a PO as an evidence of acceptance and approval of the Seller’s offer for Goods and Technical Services.
2.2 In case the Client does not provide a PO as per clause 2.1 above, the Seller’s written OA constitutes the conclusive evidence of the agreed terms & conditions of the sale and the Client’s identity.
2.3 Any request by the Client to cancel a PO and/or an OA for an order which has been already dispatched by the Seller in accordance to the terms agreed in the afore-mentioned documents shall be subject to the written approval of the Seller.
2.3.1 Return of Goods is not acceptable without the Seller’s written consent. In such a case, all costs and risks associated to the return are solely on Client’s responsibility.
2.3.2 In case of return of Goods which have been dispatched directly from the manufacturer, the latter’s ToB shall apply in all respects.
2.3.3 For any Goods to be returned in accordance with the afore-mentioned 2.3.2 clause, the Client is charged with a restocking fee of minimum 10% or higher in case the respective Manufacturer’s ToB provide for higher restocking fee.
2.3.4 PO and/or OA placed for Goods that have an expiry date are not subject to cancellation after the Goods’ marking, even if the Goods are not yet dispatched from the Seller’s warehouse. In case of such Goods shipment, they cannot be returned.
2.4 In case a PO and/or an OA refers to Goods that are to be dispatched from the Seller’s warehouse, the package remains in the Seller’s warehouse ready for dispatch for no longer than 30 days. The Seller is entitled to release the Goods and make them available for sale, without prior notice to the Client, for any storage period exceeding the afore-mentioned period.
2.5 For an OA and/or a PO that refers to an On-Exchange Basis order, the returned Goods shall meet all the Manufacturer’s criteria and prerequisites in order the exchange discount to be granted to the Client through the Seller.
2.6 Late Technical Service Cancellation fee of 50% of the estimated total cost of service applies in case a Technical Service is cancelled less than 12 hours before personnel departure from Seller’s premises. The Client is liable at all cases to cover all expenses may occur after the departure of the Seller’s personnel.
3.1 Prices quoted at the Seller’s offer can be expressed in, but not limited to, Euros or US Dollars, and they are valid for thirty (30) days, unless otherwise stated.
3.2 In case the prices quoted to the Client are in a foreign currency, the invoice issued by the Seller shall be in EURO or USD in accordance with the exchange rate of the invoice date, as announced by the Bank of Greece.
3.3 Unless expressly otherwise agreed, the rates for the Technical Services to be provided during a working week, shall be in accordance with the Seller’s announced service rates list. A working day is deemed to be a man-day. Any hours worked outside these normal working hours, on weekends or on official holidays are charged separately as overtime.
3.3.1 Any materials and all costs of installation or supervision of installation or servicing of the Goods are on Client’s account and they are charged separately.
3.3.2 All fees and expenses incurred by the Seller related to the engineers’ travelling (i.e. local transportation including boat launch service, entrance allowance, accommodation and food, to boarding or un-boarding the Client’s Vessel) to perform the agreed Technical Services are on Client’s account and they are charged separately.
3.4 Quoted prices exclude VAT and other applicable expenses such as Packing expenses, Custom Clearance Duties, Taxes, Insurance when applicable, Transportation and Freight expenses, which are fully payable upon issuance of the relevant invoice. In case of Exemption from VAT, the Client shall provide the seller with the original VAT exemption documents within the period set by the Greek Tax Authorities, otherwise is fully payable.
4. Delivery. Transfer of Risk
4.1 All Goods dispatched from Seller’s warehouse are subject to the current edition of Seller’s Terms & Conditions of Sales. Manufacturers’ standard ToB are always applicable when the orders are dispatched form their respective warehouses, as specified in the Order Acknowledgement, and in accordance to the Incoterms quoted and agreed.
4.2 Delivery dates are not guaranteed. The Seller will use its commercially reasonable endeavours to meet the quoted delivery dates but it shall not be held liable for failure to do so for any reason that lies beyond Seller’s control. Partial deliveries are allowed within the dates set in the OA.
4.3 The acceptance of the delivery of the Goods and/or the commencement of the provision of Services will be deemed conclusive and undeniable evidence of the Client’s full acceptance of the Terms and Conditions described herein even if there is no PO and/or OA.
4.4 Upon Completion of the provision of the Technical Services and having the Service Report composed and signed both by the Seller or its assigned personnel and the Client or the Client’s representatives the risk of unforeseen crushing or deterioration of the Services partially or as a whole is transferred to the Client. If a trial run or sea-trial are agreed upon, the transfer of risk shall take place upon completion of successful trial run or sea-trial.
4.5 The risk remains to the Client in case of crushing or deterioration of any supportive facilities, equipment and material made available by the Client to the Seller and its Personnel.
5.1 Payment of the invoices shall be strictly effected by the Client in accordance to the agreed terms and the credit period quoted in the corresponding OA.
5.2 VAT is considered fully payable, in accordance to the agreed terms and the credit period in the corresponding OA, unless the Client provides VAT exemption documentation as per the Hellenic Tax Legislation.
5.3 An interest rate of one and a half per cent (1,5%) per month over the European Central Bank’s Basic Rate is applicable on the overdue amount from the due date until the actual payment of the invoice, in case the Client fails to meet the agreed payment terms.
5.4 If, at any time after the Goods’ delivery but before the invoice’s amount due date, the financial standing of the Client reasonably appears to the Seller to become materially impaired or unsatisfactory, the Seller is entitled to require immediate full payment of all due and/or not yet due invoices, or such security as it shall deem to be satisfactory at the Seller’s discretion.
5.5 In the event that the Client fails to make any payment due, the Seller may suspend deliveries to the Client until such payment has been made, or the Seller may, at its discretion, elect to treat such default as a serious breach of the contract and thereupon terminate the contract in whole or in part without prejudice to any claim against the Client for damages. Such suspension or termination shall not relieve the Client of any obligation undertaken by virtue of a contract so terminated.
5.6 All judicial and extrajudicial costs and expenses, including the extrajudicial costs, expenses and disbursements of Seller’s lawyers incurred in connection with non-payment or delayed payment or by any other breach by the Client of these conditions shall be, for the Client’s account, immediately payable by the latter to the Seller upon provision of reasonable proof.
5.7 Any partial payment to be made by the Client as against one or more unpaid invoice(s) of the Seller shall be allocated in the following order: Firstly to the due expenses which are incurred as per sub-clause 5.6 above, secondly to the due interest which is incurred as per sub-clause 5.3 above and thirdly to the principal amount of the oldest due invoice.
6. Retention of Title
6.1 Ownership of the Goods shall pass from Seller to Client when Client has made full payment for the Goods. The Goods shall not be subject to other preferential rights. The Client is prohibited to sell the Goods to third parties until the time that will become the legal owner of the Goods. The Goods shall however remain on the Vessel at Client’s sole risk and expense until full payment
6.2 The Client’s right to possess the Goods shall cease if:
6.2.1 The Client is in breach of the payment terms of the relevant invoice; or
6.2.2 The Client is declared bankrupt or makes any proposal to its creditors for reorganization or other voluntary arrangement or seeks similar protection from any Court; or
6.2.3 A receiver, administrator or liquidator is appointed in relation to the Client.
6.3 Upon the cessation of the right to possess the Goods, the Client shall at its own time and expense make the Goods available to the Seller allowing it to repossess same and remove them from the Vessel at a suitable place.
6.4 The retention of title shall not affect the transfer of risk under sub-clause 6.1.
7.1 The Seller’s warranty for the Good sold is in accordance to the corresponding Manufacturer’s relative Warranty Terms. In general, warranty does not cover damage or defects for reasons other than normal wear and tear. This shall also apply to damage caused by installation by non-authorized personnel or improper operating procedures (other than clearly described in manufacturer’s manuals), fire, water, theft, severe weather conditions, civil commotion, pillage, lighting, fluctuation of more than +/-10% of ships ‘mains voltage’ (or other level as described in manufacturer’s manuals) or other external influences.
8.1 The Seller is not liable for sold Goods already delivered to the Client or misused or modified by the Client, his employees, users or others.
8.2 The Seller is not liable for any liquidated damages on late delivery due to manufacturing delay, component shortages, design and engineering issues, unforeseen delay by forwarders, causes from natural disasters or others.
8.3 The Seller is not liable to one-for-one exchange of the actual Goods including service and handling cost, unless falls within the Manufacturer’s warranty terms. No other warranty, expressed or implied is provided for one-for-one exchanges. In no event the Seller will be liable for any incidental or consequential damages arising from the supply of Goods sold or services rendered.
8.4 The Seller is not generally liable for any total or partial inability to supply any Goods and/or for any delay, for any reason whatsoever, which is not within the immediate control of the Seller.
8.5 The Seller is not generally liable for any detention of the Vessel or any off-hire fees or charges that may occur, for any reason whatsoever which is not within the immediate control of the Seller.
8.6 Any delay in the delivery of the Goods occurred by the reasons described in paragraphs 8.2 and 8.4 shall not entitle the Client to delay any payment.
9.1 The Client does not have the right to assign any of its rights and/or obligations hereunder or in relation to any delivery of Goods to any third party or to substitute the Vessel by another one at any time whatsoever. The Seller has the right to do so provided that the assignee shall be a professional and known supplier of the particular Goods.
10.1 Any breach on the part of the Client shall give the right to the Seller (at its absolute discretion) to cancel the relevant contract for supply, without prejudice to any other rights against the Client.
10.2 A failure or delay by the Seller to exercise any right or remedy shall not constitute a waiver of such rights or remedies or in any way affect the validity of the contract.
10.3 The headings herein are only indicative and do not limit the interpretation of these terms and conditions.
11. Law and Jurisdiction
11.1 These terms and conditions and the agreement governed by them shall be governed by Greek law. Any dispute relevant to or in relation hereto shall be referred to the jurisdiction of the competent Courts of Piraeus, Greece. However, nothing in the clause shall preclude or prevent the Seller in the event of a breach of this Agreement by the Client from taking any such actions for the purpose of securing and/or enforcing its rights hereunder, before any other Court or Tribunal of any other country or state, including (but without limitation) to enforce its maritime lien rights, arrest the Vessel, cause her sale by auction or Court Order etc.
SUPPLEMENTAL TERMS AND CONDITIONS
The following clauses set forth additional terms and conditions during COVID-19 period:
- All engineers travel COVID-19 free, tested 48 hours prior departure from their home country.
- If any engineer develops symptoms during embarkation/disembarkation, a COVID-19 test must be conducted. The cost of such test, as well as any accommodation, food and primary medical care costs, until the issuance of the test results, to be on Client’s account.
- Any engineer before travelling to his home country, must be tested for COVID-19. The cost of such test, as well as any accommodation and food costs, until the issuance of the test results, to be on Client’s account.
- If, in any of the aforementioned cases, the engineer tests positive for COVID-19, any accommodation, food and primary medical care costs during the quarantine period to be imposed to him by any local laws and authorities to be on Client’s account. The Client shall pay a remuneration fee of 250 euros for each working day the engineer stays in quarantine, instead of the standard fee as per our current service rates.
- After the expiry of the quarantine period, the engineer must be tested again for COVID-19 before departing for the home country. This test to be also on Client’s account. In case that the engineer is tested positive again, the provisions of paragraph (D) above shall apply.
- In case hospitalisation of the engineer is required, treatment costs of hospitalisation and medicines related to COVID-19, are covered by technician’s insurance contract provided by TNL GREECE S.A. In case further expenses incur than those covered by insurance contract provided by TNL GREECE S.A., those shall be on Client’s account.