GTnC

GTnC

1 Involved Parties

1.1.            The term Company shall mean Enisolv Ltd. and any legal entity affiliated to Enisolv Ltd., which enters into a Sales Order or any form of contract or agreement or any Sales Order addendum for particular services or scope.

1.2.            The term Client shall mean, jointly and severally, in any event, the owner(s) of the vessel(s) and (as the case may be) the manager(s) and/or operator(s) of the vessel(s) and any other party, which enters into with the Company a Sales Order or any form of contract or agreement or any Sales Order addendum for particular services or scope.

1.3.            The manager(s) and/or operator(s) of the vessel(s) or facility(ies) shall, unless otherwise advised in writing to the Company, be deemed as acting for and on behalf of the owner(s) of the vessel(s) or facility(ies).

1.4.            Any change(s) in the owner(s) and/or the manager(s) of the vessel(s) or the facility(ies) during the period of which the services under a Sales Order are offered, shall not relieve the Client of its obligations towards the Company under the terms and conditions of the Sales Order, including but not limited to, the settlement of the fees, as set forth under the terms of the respective Sales Order.

2 Change in Sales Order Terms

2.1.            Once the Company and the Client have agreed on the terms and conditions of a Sales Order, any subsequent modifications must be promptly agreed in writing between the parties, by specifying the modified terms and conditions either in the form of a new Sales Order, which will supersede the previous one(s), or in the form of a Sales Order addendum.

2.2.            Once the Company and the Client have agreed the scope of services to be performed under a Sales Order, any subsequent modifications must be promptly agreed in writing between the parties, by specifying the required details, including but not limited to, the modified description of the scope of services, any modification in the delivery date and/or the type and extent of deliverables as well as any modifications of fees involved, either in the form of a new Sales Order, which shall supersede the previous one(s) , or in the form of a Sales Order addendum.

2.3.            Once the Company and the Client have agreed the fees and payment terms for the services to be performed under a Sales Order, any subsequent modifications must be promptly agreed in writing between the parties, either in the form of a new Sales Order, which will supersede the previous one(s) or in the form of a Sales Order addendum. All fees and payment terms shall be at all times considered as Confidential Information and shall not be disclosed by the Client to any third party prior to written consent of the Company.

2.4.            In the event of any undue within the meaning of exceeding the time bar set by the Company - delay to agree in writing on any of the modifications described in above par. 2.1-2.3, the Company shall be entitled, at its own discretion, either to continue with the services as per original Sales Order terms or withhold any services until the modifications have been agreed, without bearing any further liability on the part of the Company.

3 Governing Law

3.1.            Any Sales Order shall be governed by and construed in accordance with Greek law.

3.2.            Any dispute, controversy or claim arising out of or relating to this Sales Order, unless resolved amicably or mutually otherwise agreed, shall be settled by Mediation, according to the provisions of the Law 4640/2019, in effect at the time the dispute arises. If no agreement is reached by Mediation, then the dispute shall be settled by the competent Courts of Piraeus (Admiralty Division), Greece.

4 Liability & Indemnity

4.1.            The Company shall be liable only for the services provided by the Company and described under the Sales Order. The Company shall have no responsibility and shall bear no liability with respect to any equipment purchased, delivered, installed and/or commissioned as well as any service provided by any third party which is designated/ appointed/assigned/chosen by the Client or as part of the works and/or services provided thereby and may be related to the services provided under the Sales Order.

4.2.            The Company shall not be responsible and shall not bear any liability for information included in the specifications, addenda, documents, drawings, correspondence or other similar provided by the Client or any other third party or their legal representatives or agents, which may be related to the services provided by the Company under the Sales Order.

4.3.            The Company’s liability to the Client shall be limited only to actual direct damages that the Client may suffer arising out of the Company services as described in the Sales Order under the Governing Law.

4.4.            In no event shall the Company be liable to the Client for any punitive, exemplary or other special damages, or for any indirect, incidental or consequential damages (including lost profits or lost business opportunity), in each case arising under or in relation to the Sales Order (including with respect to the performance or non-performance of any services), whether arising under breach of Sales Order, tort or any other jurisprudence. In no event shall this paragraph be deemed to have failed of its essential purpose.

4.5.            The Company’s liability shall be limited to that proportion of the Client's actual direct damages, which is causally connected with any act or omission on the Company's part having regard to the extent of the Client's own liability for such loss or damage and that of any other party which may also be liable to the Client in respect thereof. The Company's liability shall not be joint and several with that of any other party and shall not be related to any loss of profit or other indirect or consequential damage of any nature.

4.6.            The Company’s aggregate liability to the Client shall, in any event, be limited to twenty per cent (20%) of the amount of fees that the Company has actually received for the services provided under the Sales Order, including any interest or cost(s), for all claims arising under the same Sales Order with the Client.

4.7.            Any liability of the Company shall be deemed to be waived and time barred upon the expiry of six (6) months after the completion of the services as described in the Sales Order.

4.8.            Any liability shall refer to the Company solely and no legal resource or action can be taken against any individual shareholders, partners, representatives, officers, directors, employees, associates, advisors or agents of the Company.

4.9.            The Company shall not be liable for any studies, plans, diagrams, drawings, designs or other similar document, which have been reviewed and/or approved by the vessel’s Classification Society and/or Flag Administration and/or other responsible Authority, the Client, the manufacturer and/or provider of related equipment associated with the scope of the services provided by the Company.

4.10.         The Company shall make all efforts and take any required design action to remedy any errors or omissions in an amicable manner.

5 Sub-Contracting & Assignment

5.1.            The Company retains the right to sub-contract in whole or in part any of the services described in this Sales Order. In the event of such sub-contract, the Company shall remain fully responsible for the due performance of its obligations under the Sales Order with the Client.

5.2.            The Client may not assign this Sales Order in whole or in part without the prior written approval of the Company, which shall not be unreasonably withheld.

6 Deliverables

6.1.            All deliverables, as described in the Sales Order, shall irrevocably remain the property of the Company and shall be released for use by the Client upon their creation for the purposes of the Sales Order for the specific vessel or vessels that the Sales Order has been enforced.

6.2.            The Company shall not be responsible or liable for any problems whatsoever raised during the application of the deliverables, as described in the Sales Order for the specific vessel or vessels that the Sales Order has been enforced to any identical similar, sister or other vessels, for which the responsibility and liability rests entirely with the Client.

6.3.            The Company may assist the Client with the Classification Society’s approval process of the deliverables, as described in the Sales Order for identical sister vessels (as to be declared in writing by the Client), based on a) the deliverables, as described in the Sales Order for the specific vessel or vessels that the Sales Order has been enforced, b) additional fees applied, which shall be mutually agreed between the Company and the Client in writing, depending on the respective workload and time schedule imposed at that point in time and c) the provisions of par. 7.2 above.

6.4.            All deliverables described the Sales Order shall refer to electronic copy format and the Company will not provide any hard copies to the Client.

7 Payment Terms

7.1.            The Company shall issue any invoice in line with the terms and conditions of the Sales Order. The Client undertakes to settle all fees mentioned in the invoice within thirty (30) calendar days from the date of its issuance and/or presentation to the Client or its agent. Settlement shall be made via bank transfer to the bank account designated on the respective invoice.

7.2.            All invoices issued pursuant to and in accordance with the terms and conditions of the Sales Order, which remain outstanding after a period of thirty (30) consecutive calendar days from the date of their issuance and/or presentation to the Client or its agent shall be subject to a charge of default interest to incur at the rate of 2% per month. In such case, the Company retains the right, at its own discretion, to change the time schedule of the deliverables submitted to the Client, partly or in whole, without any liability on the part of the Company.

7.3.            Non-payment of invoice(s) exceeding a period of sixty (60) consecutive calendar days from the date of their respective issuance and/or presentation to the Client or its agent shall automatically cause the cancellation of any agreed discount or rebate provided by the Company.

7.4.            In the event that the Client shall fail to pay in due time, the Company may suspend its services, as described in the Sales Order, until such payment has been made, or the Company may, in its discretion, elect to treat such default as a serious breach of the Sales Order and thereupon terminate the Sales Order, in whole or in part, without prejudice to any claim it may have against the Client for any damages whatsoever. Such suspension or termination shall not relieve the Client of any obligation undertaken by virtue of a Sales Order so terminated.

7.5.            If, at any time prior to the completion of the services, as described in the Sales Order, the financial standing of the Client appears to the Company (in its absolute discretion) to have become impaired or unsatisfactory, the Company may require cash payment or security to be provided by the Client prior to the provision of services, failing which the Company may cancel the Sales Order with the Client without any liability on the part of the Company.

8 Cancellation Terms

8.1.            Subject to the provisions of par. 8.2 below, each party retains the right to cancel the Sales Order, for any reason whatsoever, at no cost or any other obligation towards the other party, upon prior written notice. The Company shall undertake the responsibility to conclude the services, as described under the Sales Order, which have been under process at the time when the cancellation notice is dispatched. In any case, the Company shall be entitled to receive payment in full by the Client, as per the fees described in the Sales Order, for the portion of the services concluded up to the date of such cancellation notice is dispatched. The Company shall determine and present to the Client the portion of the services concluded.

8.2.            The Company retains the right to cancel the Sales Order, for an important and justified reason, upon prior written notice to the Client and at any point prior to the commencement of the services under the Sales Order and prior to issuing any invoice or receiving any payment (advance payment or other) and canceling the Sales Order with the Client without any liability on the part of the latter.

 

9 Ethics

9.1.            Both parties, undertake, on their behalf and to the best of their knowledge, that any of their affiliate(s), employee(s), agent(s) or representative(s) or any of their subsidiaries or affiliates, has taken or shall take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, so as to influence official action or secure an improper advantage, during the course of the Sales Order. Both parties acknowledge that they have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and shall continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representations and warrant(y)ies contained herein.

9.2.            Both parties undertake, on their behalf and to the best of their knowledge, that they have taken or shall take any action in order to comply with applicable labor and employment laws and prohibit any form of child labor or other exploitation of children in the manufacturing and delivery of the Products, consistent with provisions of the International Labor Organization’s (ILO).

10 Confidentiality & Non-Disclosure

10.1.         All confidentially and non-disclosure matters relating to the execution of the Sales Order, or any form of contract or agreement for particular services or scope shall be construed in accordance with Greek law and EU regulations and shall be governed by the following terms.

10.2.         The Company owns and/or possesses confidential and proprietary information, data and know-how, which are considered to be secret and confidential, and which constitute a valuable commercial asset. Subject to the terms and conditions of any Sales Order or contract or agreement or any Sales Order addendum between the Company and the Client, the Company is willing to disclose (parts of) such confidential and proprietary information, data and know-how to the Client, for the purpose of exchanging information related to performing the services provided under the Sales Order (the “Purpose”).

10.3.         The term “Confidential Information" includes – without limitation to the foregoing– any and all technical, technological, commercial, financial, operational or other information, data and know how relating to the business or affairs of the Company, including its subsidiaries and affiliates, which information, data and/or know how is disclosed or otherwise made available to the Client for the purpose of performing the services under the terms and conditions of any Sales Order or contract or agreement or any Sales Order addendum between the Company and the Client. Confidential Information may be in oral, visual, written (or other tangible) form. However, Confidential Information does not include any technical, technological, commercial, financial, operational or other information, data and know how relating to the business or affairs of a party which:

10.3.1.     at the time of disclosure is or thereafter becomes known to the public through no fault of the Client or, in general, is considered to be common knowledge or available to the public.

10.3.2.     at the time of receipt was otherwise lawfully known to the Client.

10.3.3.     becomes known to the Client from a third party other than the Client without any breach of any confidentiality agreement or undertaking on part of that third party.

10.3.4.     was developed or prepared by the Client independently of the use of any Confidential Information received from the Company.

10.3.5.     which is required to be disclosed by law or the rules of the relevant stock exchange or other similar regulations, or, in general, is subordinate to a contrary duty of disclosure under Applicable Law, provided that the disclosure is limited to that strictly necessary to comply with such law or regulations and the other party is promptly informed of such request and disclosure and afforded an opportunity to seek appropriate protective measures or otherwise consulted with.

10.4.         In consideration of the above, the Client, as the Receiving Party, undertakes:

10.4.1.     not to make any use whatsoever of the Confidential Information except for the Purpose.

10.4.2.     not to reveal any Confidential Information to any third parties whomsoever provided. However Confidential Information may be revealed by the Client to employees, officers, affiliates and subcontractors of the Client on a legitimate need-to-know basis in relation to the Purpose.

10.4.3.     to treat Confidential Information at least with the same due diligence and care as the Receiving Party’s own confidential information.

10.5.         The Client shall not make any disclosure or present any information whatsoever to any third party, on the subject of the Purpose or (the contents of) the Sales Order or agreement or any Sales Order addendum, including its existence, without the prior written approval of the Company.

10.6.         The confidentially and non-disclosure terms addressed do not:

10.6.1.     oblige either party to disclose any particular information subject to the provisions of par. 10.4 and 10.5 above.

10.6.2.     restrict the Client from developing or acquiring new products or services or improving existing products or services so long as any such product or service is completely independent of and does not in any way use or benefit from any of the Company’s Confidential Information.

10.6.3.     grant the Client a license under the other party’s intellectual property rights or any other right to commercialize or exploit the Company’s Confidential Information.

10.6.4.     require either party to develop, make, use, buy, sell or otherwise dispose of any existing or future product or service, or to favor or recommend any product or service from the other party.

10.6.5.     require either party to enter into any business relationship with the other party or with any other entity, which is completely independent of and does not in any way use or benefit from any of the Company’s Confidential Information.

10.6.6.     If the parties desire to pursue business opportunities, the parties will execute a separate written agreement to govern such business relationship, which is completely independent of and does not in any way use or benefit from any of the Company’s Confidential Information.

10.7.         Each party acknowledges and agrees that Confidential Information is proprietary to the Company as the Disclosing Party who retains all right, title and interest in and to such Confidential Information. Nothing in these confidentially and non-disclosure terms shall be construed as granting any rights, by license or otherwise, with respect to any information disclosed in the Confidential Information.

10.8.        The Client agrees to return to the Company, immediately upon written request, all of the Confidential Information which has been submitted to the Client, including but not limited to, any Confidential Information which was submitted either in writing or in any other tangible form which can be returned any notes, reports or documents prepared with such Confidential Information, any Confidential Information which was submitted to employees, officers, affiliates and subcontractors of the Client. If Confidential Information has been provided or stored in electronic, digital or other similar form, it shall be destroyed by the Client immediately upon request by the Company and thereafter inform the Company in writing.

10.9.        The Client undertakes to retain the Company as the only communication channel for the purposes of performing the Purpose as stated in the Sales Order, and not to contact directly any third party related to the Purpose in any way, except for the prior written approval of the Company.

10.10.     The Company makes no representation or give any warranty as to the accuracy or completeness of any Confidential Information provided under the confidentially and non-disclosure terms by any third party which is designated/ appointed/assigned/chosen by the Client and shall have no liability whatsoever to the Client resulting from the use of such Confidential Information for the Purpose.

10.11.     The confidentially and non-disclosure terms may not be amended or supplemented except for a written instrument signed by each party.

10.12.     If any of the provisions of the confidentially and non-disclosure terms are determined to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the remainder of the terms, but rather the entire terms shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly. The parties acknowledge that if any provision of the confidentially and non-disclosure terms are determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and construed in such manner that it shall, to the maximum extent practicable, be deemed to be valid and enforceable.

10.13.     The parties understand and agree that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. A waiver by any party of any term or condition of the confidentially and non-disclosure terms shall be valid only if in writing and signed by the waiving party, and only in the instance for which it is given, and shall not be deemed a continuing waiver of said provision, nor shall it be construed as a waiver of any other provision hereof.

10.14.     All notices, demands, requests or other communications that may be or are required to be given, served or sent by either party to the other party pursuant to the confidentially and non-disclosure terms shall be in writing.

11 Other Terms & Conditions

11.1.        The Company shall effect and maintain, at no cost to the Client, a travelling insurance for any of the Company employee(s) that may be attending the vessel(s) or facility(ies) for any reason required.

11.2.        Force Majeure Event

Except with respect to payment obligations under the Sales Order for invoices already issued and partial work already performed, no party shall be liable for, nor shall such party be considered in breach of the Sales Order due to, any failure to perform its obligations under the Sales Order as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, virus outrage, coronavirus pandemic or any other pandemic or outbreak of communicable disease or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within two (2) consecutive calendar days of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending an e-mail message or by any other similar transactional tool to the other party. In addition, the affected party shall provide to the other party within seven (7) consecutive calendar days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the affected party is exercising diligent efforts to overcome the cause of such delay and take reasonable steps to minimize service interruptions and mitigate their effects, but the affected party shall have no liability with respect thereto.

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