Documents

GENERAL TERMS AND CONDITIONS OF GLOBAL SHIP SERVICES SP. Z O.O.

1 INTRODUCTION
1.1 These General Terms and Conditions (GTC) shall apply to all performed services and deliveries made by Global Ship Services Sp. z o.o. (GSS) for a customer being an entrepreneur within the meaning of art. 43¹ of the Civil Code (the Customer). GSS and the Customer shall hereinafter be collectively referred to as the Parties.
1.2 No Customer’s general terms and conditions of sale shall become part of the contract irrespective of whatever the Customer refers to them and irrespectively of the time of receipt of such Customer’s terms by GSS. The applicable GTC are those which are in force at the date of the execution of the agreement. An up-to-date version of the GTC may be found on the following web site of GSS: www.globalshipservices.com.
1.3 Offers, quotes and price lists of GSS are subject to change. Offers and quotes and price lists are non-binding until accepted and confirmed by a purchase order issued by a Customer in compliance with these conditions. Upon receipt of Customer’s purchase order, GSS will issue in due time a written order confirmation confirming the contract. These GTC are integral part of the contract to be performed on the terms specified in the order confirmation. Any deviations from these GTC must be made in writing or an equivalent form of a document otherwise they shall be null and void.
1.4 GSS reserves the right to accept purchase orders partly or reject them without giving a reason any time before conclusion of the contract. The offers/ quotes of GSS are conditional on credit approval and discharge of any existing debts vis-à-vis GSS.
1.5 The headlines included in GTC are for Parties’ convenience only and shall not have any influence on the interpretation.
1.6 Any information set out in the catalogues or advertisements and illustrated materials should be treated as merely an approximate data.

2 DELIVERY AND PERFORMANCE
2.1 All references to trade terms shall be interpreted in accordance with Incoterms 2020 and, thus, any date of completion of the contract or delivery stipulated or quoted by GSS shall be deemed to be an estimate only and given in good faith and delivery of the items is made EX Works and price is exclusive of packing, insurance, loading, transportation and tax costs, that will be charged extra.
2.2 Items to be provided by the Customer for the execution of the contract must be delivered to the place of performance and collected there again at Customer’s own expense and risk. They shall always be stored for the account and risk of the Customer and should be insured by the Customer himself.
2.3 The Customer shall be obligated to notify GSS and its personnel of any legal regulations applicable in the place of rendering service works, in particular with regard to safety and occupational health and – if necessary – provide a free training to GSS personnel before starting realization of the contract. The Customer shall be liable towards GSS for a failure to fulfill its obligations stipulated in the previous sentence.
2.4 The organization of working time in the place of rendering service works shall be established on the basis of the mutual agreement between the Customer and GSS’s personnel. The working time shall be documented in the time sheets by GSS’s personnel and approved by the Customer’s representative.
2.5 Refusal to accept the delivered items shall not relieve the Customer from the payment obligation. The delivery time shall be suspended for the time the Customer has not provided all documents and/or information for the proper performance of the contract as well as for the time the Customer fails to fulfill his obligations to cooperate.
2.6 The Customer shall be deemed to have accepted the service work performed by GSS and the quality and quantity of any parts delivered as part of the service work as being in accordance with the contract unless the Customer has notified GSS of any non-conformity, shortages or damages within three (3) working days following the last day on which the service work or delivery was performed.
If the complaint is considered, GSS will provide the Customer with the missing items or defect-free items as soon as possible. If such delivery is not feasible, GSS shall return the equivalent value of the undelivered items. In such case, the Customer shall not be entitled to withdraw from the contract insofar the contract was performed by GSS.
2.7 In case of selling the items or services outside Poland, the Customer is obliged to immediately provide GSS with the documents confirming the report of the items or service works by the Customer. Such documents will include, in particular, CMR consignment note signed by the Customer, customs documents or other documents requested by GSS.
In case the Customer fails to provide the documents within twenty (20) working days deadline, GSS is entitled to charge a contractual penalty in the amount of 23% of the net value of each item or service work as per the agreed contract.

3 PRICE AND TERMS OF PAYMENT
3.1 All prices quoted by GSS are net values. Applicable VAT shall be added whenever required.
3.2 Unless otherwise expressly agreed in writing, service works rendered by GSS shall be charged according to the service rates confirmed in the order confirmation. Such rates are exclusive of lodging and transportation and such other facilities as are to be provided by the Customer free of charge. All travelling expenses and costs of carriage of luggage instruments and tools incurred by GSS’s personnel shall be finally borne by the Customer plus handling charges equivalent to 10% of the costs incurred. Unless otherwise agreed, GSS’s execution of service works is a subject to manual assistance of the Customer’s crew.
3.3 In the event of any illness or accident affecting any of GSS’s personnel during rendering of the service works, necessitating medical attention or hospital treatment, the Customer shall ensure that the best and appropriate medical facilities and medications are made available to GSS’s personnel. If it is necessary to repatriate GSS’s member of personnel, the Customer shall assist GSS in arranging for such repatriation in the safest and most expedient manner. All costs incurred under this clause shall be borne by GSS.
3.4 Unless otherwise agreed by GSS in writing, sums payable by the Customer to GSS shall fall due and be effected by the Customer by way of a bank transfer not later than thirty (30) days after date of the invoice. GSS shall not cover any bank costs related to the payment. The date of payment shall be the date upon which the bank account of GSS as shown on the invoice has been credited with the full amount of the invoice.
3.5 During performing of the contract, GSS shall be entitled to issue partial payment invoices corresponding to the respective scope of the contract.
3.6 The Customer shall not be entitled to withhold any payment due to GSS. Shall the Customer delay the payment, GSS may charge a default interest at a statutory rate in accordance with Polish law.
In the event any payment is more than thirty (30) days late, GSS shall be entitled to suspend the performance of the contract or terminate it by written notice to the Customer, and such remedies shall not be exclusive of GSS’s additional rights. Title to any part, material or equipment and any other items furnished, provided or supplied by GSS in performance of service work shall pass to the Customer only when the payment in full has been received by GSS.
3.7 The Customer shall not be entitled to offset any claims against any sums due to GSS unless such claims have been finally legally ascertained or have been expressly accepted by GSS in writing.
3.8 Any assistance or work performed by GSS outside the confirmed by GSS scope of work, shall be charged extra in accordance with GSS’s rates then in effect and with these GTC.
3.9 GSS shall be entitled to issue invoices without the Customer’s representative signature.

4 WARRANTY AND LIABILITY
4.1 GSS warrants for a period of six (6) months from the date the items were delivered or service works rendered, that such items and /or service works are free from substantial defects and that service works were carried out with reasonable skills and care.
4.2 All conditions, warranties or other terms whether express or implied, statutory or otherwise, inconsistent with condition 4.1, are hereby expressly excluded to the fullest extent permitted by law. Service works or delivery of items do not create a general warranty for the equipment, part or component serviced and GSS’s sole warranty is to re-perform any defective service work or re-delivery any faulty item.
4.3 All warranty claims shall be made in writing without delay not later than fourteen (14) days following discovery of such defect during the warranty period. The Customer shall have the responsibility to establish that his claim is covered by this warranty.
4.4 The Customer shall immediately take appropriate steps to prevent any defect from becoming serious and to enable GSS to perform its warranty obligations under Section 4.1 above.
4.5 The warranty given in Section 4.1 above will not apply:
a) where the reported defect arises from any drawing, pattern, design, specification or intellectual property right supplied by the Customer or arises from normal wear and tear, intentional damage, negligence of the Customer, abnormal working conditions, inappropriate operation, or misuse or alteration or repair of the items without GSS’s approval, or is an effect of a failure to follow GSS’s guidelines related to treatment, operation, use or preservation,
b) if GSS is denied an opportunity to carry out a safe inspection of the reported defect,
c) if the total price for the items or service works has not been paid by the due date of payment,
d) when the Customer used also non-genuine parts.
4.6 Warranty obligation of GSS does not include any cranage, electricity, scaffolding, docking, towage costs, taxes and duties.
4.7 If, after GSS’s warranty investigation, GSS (as its sole discretion) concludes that the Customer does not have a warranty claim within the scope of these GTC, then the Customer shall be responsible for all reasonable costs and expenses incurred by GSS in investigating or responding to the warranty claim.
GSS’s responsibility for the warranty with regard to delivery of the items is limited, at GSS’s discretion, to the following remedies: (a) repair, (b) defect rectification or (c) replacement of faulty items into defect-free ones. Unless agreed in writing, the defective items shall be returned to GSS in the condition they were previously delivered, at the Customer’s expense. If it is unfeasible to repair, rectify defects or replace defective items into defect-free ones, the Customer shall have a right to claim lower prices, whereby the lower price shall be proportionate to the price arising from the contract, the same as defective items value is to defect-free items value. If the defect makes the items unused, the Customer may demand from GSS the return of 100% of the value of defective items.
The warranty for re-performed service works or re-delivered items shall be a subject to the same terms, conditions and limitations or liability, as those applicable to the originally performed service works or originally delivered items.
The total liability of GSS for any damages arising from the fulfillment or non-fulfillment of the contract shall be limited to the net value of the contract.
GSS shall not be liable to the Customer in contract, law or otherwise arising for any loss of profits, loss of anticipated profit, loss of hire, business contracts, revenues or for any loss resulting from any claim made by any third party or for any special loss or damage, costs, expenses or other claims for consequential compensation of any nature whatsoever.

5 CONFIDENTIALITY AND INTELLECTUAL PROPERTY
5.1 The Customer shall keep confidential and shall not copy or disclose to a third party any document or data provided by GSS without GSS’s prior written consent or use them for purposes other than those for which they were provided. Intellectual property rights associated with the service work or delivery, or any document or data provided by GSS in connection therewith shall remain GSS’s property.
5.2 Except for a publicly known information or data that was rightfully obtained from third parties, the Customer shall keep confidential any of GSS’s business information or data or know-how that have been disclosed to the Customer or have otherwise come to his knowledge, also after termination of the business relationship.

6 FORCE MAJEURE
6.1 In the event of an act of God, pandemic, labor disputes, riots, governmental or official actions or any other orders decrees (whether declared or not) or events were unforeseeable or outside the reasonable control of the party affected, the Parties shall be temporarily relieved from the performance of their respective obligations during the time of such events and to the extent their liabilities are affected.

7 TERMINATION
7.1 GSS may at its sole discretion, refuse to perform the service work in conditions or surroundings that it considers may be detrimental to the health and / or safety of its personnel. In the event that the Customer is in breach of this provision, GSS shall not be liable under the contract for any delay in or failure of delivery in such an event.
7.2 If the Customer does not make any payment by the prescribed deadline or does not fulfill its other obligations on time, GSS shall be entitled to suspend the delivery of items or rendering service works.

8 PERSONAL DATA PROTECTION
The Parties are independent data controllers within the meaning of Article 4(7) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC („RODO”) with respect to the personal data of the persons with whose assistance they perform the Agreement. The Parties share the personal data of the persons referred to in the preceding sentence with each other to the extent necessary for the purposes arising from the legitimate interests of the Parties, which is the execution of the contract. The Parties are obliged to ensure effective and adequate protection of the personal data to which they have gained access in connection with the execution of the contract, as well as not to use such data for purposes other than the execution of the contract. The Parties undertake to process personal data to the extent and in a manner consistent with applicable laws, including the RODO. [Detailed information about GSS’s processing of personal data can be found on GSS’ website at
www.globalshipservices.com.]

9 GOVERNING LAW AND JURISDICTION
9.1 The contract shall be construed by and shall be subject in all aspects to the rules of Polish law, excluding contradictory provisions arising from the international private law.
9.2 Any disputes arising from the contract shall be resolved by the court having its jurisdiction where GSS’s head office is.

10 MISCELLANEOUS
10.1 Should any provision of these GTC be or become invalid, illegal or unenforceable for any reason, in whole or in part, the validity or enforceability of the other provisions shall not be affected or impaired thereby. Instead of the invalid, illegal or unenforceable provision or part thereof, a suitable and equitable provision shall be agreed by the Parties.
10.2 The Customer may not transfer any claim arisen out of or in connection with a contract governed by these GTC to a third party without a prior consent of GSS.
10.3 The Parties shall without a delay notify each other of any new address for delivery purposes including email address. In the absence of such notification, the correspondence sent to the previous address shall be deemed delivered upon the lapse of two weeks from the date of the first postal notice.