Terms and conditions of sale

APPLICABLE LEGISLATION.

These general terms and conditions of sale and delivery of spare parts shall apply to all sales and deliveries of spare parts by NAVALCO, S.L. (hereinafter referred to as “supplier”) to a purchaser (hereinafter referred to as “customer”).

Changes and modifications to these conditions must be made in writing and expressly accepted by the Supplier.

PLACING AND CONFIRMING ORDERS.

Contracts with the Supplier must be in writing. Acceptance of the order must be confirmed in writing by the customer within 15 days of receipt of the quotation sent by the Supplier.

The purchase order may not be changed or cancelled once it has reached the Supplier, unless the Supplier has agreed in writing to such change or cancellation.

TERMS OF DELIVERY AND SUPPLY.

Unless otherwise stated, spare parts shall be deemed to be sold “Ex Works” (EXW according to Incoterms 2000 or any later revision).

The Customer shall be deemed to have accepted the quantity and quality of the spare parts delivered if, within 15 days of receipt, the Customer has not notified the Supplier of any damage or insufficiency in the order.

The Supplier shall not be deemed to be in breach of an obligation hereunder, provided that it can establish that the breach of the obligation is due to causes beyond its control, namely Force Majeure, confiscations, transport disruptions, labour disputes, measures by authorities, etc.

The party who breaches the contract or refers to an event of Force Majeure shall have a duty to inform the other party immediately and shall take such steps as are necessary to mitigate the inconvenience and loss in so far as it can do so without unreasonable inconvenience or cost.

PAYMENT CONDITIONS.

Payment shall be made in accordance with the conditions indicated on the invoice and for the full amount of the invoice, without any rounding off, claim or discount. All costs related to the shipment of the amount shall be borne by the Customer.

The Customer shall not be entitled to set off any claims against amounts due to the Supplier, unless such claims have been legally established or have been expressly accepted in writing by the Supplier.

The spare parts shall become the property of the Customer only when the Supplier has received payment for these spare parts in full.

GUARANTEE

The Supplier undertakes to repair or replace, at its discretion, as soon as possible and during the warranty period any defects in the spare parts supplied, resulting from design or material. The return of such parts shall be carried out under the Supplier’s instructions and at the Supplier’s cost. The Customer shall immediately take appropriate measures to prevent any defect from becoming more serious and shall enable the Supplier to rectify such defect. In order to benefit from this purpose, any warranty claim or action in respect thereof must be made in writing without delay and during the warranty period or within 15 days of receipt of the parts in question.

This is the only warranty applicable to replacement parts and is expressly in lieu of all other warranties expressed or implied including other warranties or liabilities with respect to defects whether in contract or in law.

The warranty period in respect of spare parts is (6) six months from the date of replacement provided that no more than (12) twelve months have elapsed from the date of delivery.

This warranty does not cover any defect due to or connected with material, components or design provided by or on behalf of the Customer; negligence, improper acts or omissions on the part of the Customer, its employees, agents or other third parties; other than spare parts supplied by the Supplier; improper installations or alterations carried out without the written consent of the Supplier. In particular this warranty does not cover any defect caused by and/or connected with normal wear and tear, breakage, use, maintenance, service or operation of the parts which is not in accordance with the Supplier or any of its subcontracts, instructions or specifications.

All defective parts replaced in accordance with this Clause shall be made available to the Supplier.

The Customer shall cooperate in the verification and removal of the defective parts and provide all information necessary for this purpose to the Supplier. If after verification of the said parts the Supplier does not accept the reported defects, the Customer shall bear all costs related to such verification.

SUPPLIER’S RESPONSIBILITY

In no event shall the Supplier be liable for any incidental or consequential damages of any kind, including loss of actual or potential profits, and to damage to the vessel, engine room or generating plant, shipyard or other property (including damage to Buyer’s products or its manufactured products) or to damage resulting from Buyer’s acts or omissions.

SERVICES

The services shall be provided in accordance with the Supplier’s General Terms and Conditions as stipulated by the technical staff.

OTHER PROVISIONS

A temporary, limited or specific waiver of any of the above provisions, terms or conditions shall not be deemed a waiver of the remaining provisions, terms or conditions of this agreement.

If any of the above terms, provisions or conditions, or any other clause or addendum thereto, shall be deemed invalid, the validity, legality and enforceability of the remaining terms, provisions or conditions shall not in any way be affected or impaired thereby.

Any illustrations, catalogues or other materials provided by the Supplier must not be relied upon by the Customer as they contain representations, warranties or indemnities which must be treated as confidential and must not be disclosed to third parties without the written consent of the Supplier.

ARBITRATION AND APPLICABLE LAW

Any dispute arising between the Client and the Supplier shall be resolved by amicable consultations between the Parties involved. In the event that no agreement is reached through consultations between the Parties, the dispute shall be submitted to arbitration with a view to establishing a final and exclusive agreement.

The arbitration proceedings shall be conducted under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrator(s) appointed in accordance with the above Rules. The arbitration shall be in Spanish and shall take place in La Coruña.

This agreement shall be performed and construed in accordance with the laws of Spain.