Terms & Conditions

2GENERAL

2.1 These Terms and Conditions shall apply to all Contracts for the Services to be provided by the Supplier to the Client to the exclusion of all other statements, warranties, terms and conditions referred to, offered or relied on by the Client whether upon negotiation or at any stage in the dealings between the parties, including those provided by the applicable law, unless they cannot be excluded. In case of discrepancies between these Terms and Conditions and the Offer, the terms of the Offer, as accepted and confirmed by the Client’s Order, shall prevail.

2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall not be effective or applicable unless specifically agreed in writing by the Supplier.

3FEES AND PAYMENT

3.1 The Fees payable to the Supplier shall be the ones stated in the Supplier’s Offer, or such other Fees as the parties may agree in writing. Fees are exclusive of VAT if applicable. Where VAT or any other charges or taxes apply, the Client shall pay to the Supplier such additional amounts.

3.2 The offered Fees shall be valid for a period of 30 days as of the date of the Offer.

3.3 Payment of the Fees and VAT and any other applicable costs, third party fees and expenses shall be due within 30 days from the date of issuance of the invoice by the Supplier. Any applicable costs, third party fees and expenses that may be required to be incurred by the Supplier in connection with the Services shall be subject to the Client’s prior written consent (not to be unreasonably withheld and delayed) in order to be eligible for reimbursement by the Client. Unless otherwise agreed, payment will be made in Euros.

3.4 The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at a rate of 1% for every 15 days of delay, or part thereof.

4 CONCLUSION OF THE CONTRACT – CANCELLATION FEES

4.1 The Contract is concluded upon the written acceptance of the Supplier’s Offer by the Client and proven receipt of Order by the Supplier for the services agreed.

4.2 A cancellation fee will be payable in case of cancelation of the Order by the Client and received by the Supplier up to 5 (incl.) days prior to the Service Commencement Date. Such cancellation fee shall be an amount corresponding to either 40% of the agreed lump sum fee or the total of three days of daily fee, plus any expenses incurred by the Supplier. Cancellation of the Order by the Client upon prior notice of more than 5 days prior to the Service Commencement Date received by the Supplier is at no charge for the Client, with the exception of any expenses incurred by the Supplier, which shall be payable by the Client to the Supplier.

5 PROVISION OF SERVICES

5.1 The Supplier shall provide its services with reasonable care, in accordance with normal professional standards. The performance dates specified in the Offer and the Order are only estimates and time is not essential condition for the provision of the Services.

5.2 It is at the discretion of the Supplier to appoint a suitably qualified substitute to provide the agreed Services. The said substitute shall always be under the Supplier’s instructions and control.

5.3 The Client must provide to the Supplier all necessary information, facilities, records, licenses, permissions and in general ensure that all the necessary requirements are met for the Supplier to have access to the Vessel and its records in order to supply its Services.

5.4 Without limiting its other rights under the Contract and applicable law, the Supplier shall neither be liable towards the Client for any delay in the performance of its Services due to the Client’s omission or failure to fulfill its obligations under these Terms and Conditions, nor for any loss or damage incurred by the Client for this reason. If the Client’s omission or failure to fulfill its aforementioned obligations continue unremedied for a time period as the Supplier deems reasonable, at its sole discretion, the Supplier may terminate the contract, without liability on its part, being also entitled to compensation for any damages it might have incurred.

6 INDEMNIFICATION – LIABILITY

The Client shall indemnify, defend and hold the Supplier and its directors, officers, employees, consultants, agents and other representatives harmless from and against any claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable attorney’s fees), arising out of or in connection with any claim, action or proceeding (“Claims”) arising from or relating to the Contract and/or the Services, including in respect of any breach by the Client or by its third party agents of any representations, warranties, covenants or obligations under these Terms and Conditions or the Offer or the applicable legislative and regulatory framework.
In particular, and without limiting the generality of the foregoing, the Client shall indemnify and hold the Supplier and its directors, officers, employees, consultants, agents and other representatives harmless from any and all:
(i) claims, losses, costs and liabilities arising from death, sickness or injury to any employee, agent, servant or officer of the Supplier, the Client or any third party; and/or
(ii) damages to or loss of vessels, property or equipment owned, rented, chartered or leased by the Supplier, the Client or any third party; and/or
(iii) financial loss, consequential losses, loss of profit, loss of use or loss of goodwill incurred by the Supplier, the Client or any third party; and/or
(iv) costs arising from or relating to any incident of pollution including clean-up costs and any financial penalties imposed on the Supplier or any of its directors, officers, employees, consultants, agents and other representatives, arising in association with the execution of the Services, however caused,
except for losses, claims, damages, costs or liabilities, incurred by the Client, which are found by a final judgement of a competent court to have resulted from the Supplier’s gross negligence or willful misconduct.
The Client hereby accepts that the Supplier or any of its or their directors, officers, employees or agents shall not have any direct, indirect, incidental or consequential liability of any kind to the Client, arising out of or in connection with these Terms and Conditions, the Contract or the Services, except for losses, claims, damages, costs or liabilities, demonstrably incurred by the Client, which are found by a final judgement of a competent court to have resulted from the Supplier’s gross negligence or willful misconduct. To the extent permitted by applicable law, the Supplier’s liability shall be capped to the amount corresponding to the fees actually paid to the Supplier under the Contract.

7 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of a Contract, including Intellectual Property Rights on the Report shall, so far as not already vested, become the absolute property of the Supplier. The Report provided by the Supplier is issued solely for the Client’s use in the context of the Contract. The Report shall not be reproduced, distributed nor communicated, in part or in whole to any third party, without prior written consent of the Supplier.

8 FORCE MAJEURE

The Supplier shall not be liable for any delay or failure to perform any of its obligations, if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, and the Supplier shall be entitled to a reasonable extension in the performance of its obligations. If the delay persists for such time as the Supplier considers unreasonable, it may, without liability on its part, terminate the contract.

9 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of the Contract.

10 SEVERABILITY

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

11 GOVERNING LAW AND JURISDICTION

This Contract shall be governed by and construed in accordance with the laws of Bulgaria and the parties hereby submit to the exclusive jurisdiction of the Bulgarian courts.