1. Definitions
Kodo Maritime Services SRL (hereinafter called “SUPPLIER”) undertakes services in accordance with following Standard Terms and Conditions of Consulting Services, unless otherwise specifically agreed in writing, and accordingly all offers or tenders of services are made subject to these Standard Terms and Conditions as described hereunder.
“Customer”: the firm, organization or person at whose request or on whose behalf the SUPPLIER undertakes Consulting Services and with whom the Agreement is made.
“Disbursements” means the cost of all reasonable and appropriate expenses including travel, subsistence and hotel accommodation where an overnight stay is necessary.
“Fees” means the fees charged by the “SUPPLIER” to the “Customer” and including any value added tax where applicable and any “Disbursements”.
“Order” the “Customer’s” order for Services as set out in the Customer’s purchase order form, or the Customer’s written acceptance of a quotation by the” Supplier”, as the case may be.
“Report” the report to be prepared by the Supplier in accordance with the Specification and the Order. “Report” means any report or statement issued by “SUPPLIER” in connection with instructions received from the “Customer”.
“Services” the service supplied by the “Supplier” to the “Customer”, which may comprise consultancy services and/or inspection services, as set out in the Order or described in any framework agreement entered into by the Supplier and the Customer.
2. Scope
The Supplier shall provide its Services solely in accordance with these terms and conditions.
The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
SUPPLIER acts on behalf of bodies or company or person from whom the instructions to act have originated by “Customer”. No other party is entitled to give instructions, unless so authorized by the Customer.
3. Work
The Customer will set out in writing the services which it requires the Supplier to provide. The Supplier will confirm in writing that it accepts those instructions alternatively what services it will perform in connection with the Customer’s instructions.
Once the Supplier and the Client have agreed what services are to be performed any subsequent changes or additions must be agreed by both parties in writing.
4. Reporting
The Supplier shall submit a final written Report to the Customer following completion of the agreed services describing the Supplier’s findings and the condition and/or quality of the object and/or purpose of the assignment, unless otherwise expressly instructed by the Client not to do so.
Preliminary survey reports might be provided at the end of inspection Services as required by the Client. Any opinions expressed in reports submitted by the Supplier are without prejudice to the interests of any or all of the parties concerned.
Reports on condition surveys will typically be issued within 48-72 hours of survey completion, but the Supplier cannot be held responsible for delays occurring beyond our control.
5. Obligations and Responsibilities
5.1. Customer
a. The Customer shall ensure that the terms of the Order and any information it provides in the Specification are complete and accurate.
b. The Customer shall provide the Supplier promptly with such records, information and materials as the Supplier may reasonably require in order to supply the Services and ensure that such information is accurate in all material respects.
c. The Customer be responsible for notifying the Supplier of all relevant health and safety, environmental, operational and security policies and procedures from time to time in force at the Vessel, including, without limitation, all requirements for accessing and boarding the Vessel and accessing confined spaces within the Vessel itself.
d. The Customer shall be responsible that all eventual authorizations arising from local Port authorities are requested/obtained in proper time to allow delivery of agreed Services
5.2. Supplier
a. The Supplier warrants to the Customer that the Services will be provided using reasonable care, skill and diligence and in accordance with normal professional standards within the shipping industry and accepts no responsibility and liability other than delivering the professional Services as agreed in the scope.
b. The Supplier shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside the control of Supplier including failure by Customer to comply with any of its obligations.
c. The Supplier shall use all reasonable endeavors to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
6. Charges and Payment Terms
6.1. Charges
The Charges for Services described as consultancy services in the relevant Order, shall be calculated on a time and materials basis, using Supplier’s standard fee daily/hourly fee rates, and shall be comprised in initial agreement for Services.
The Invoice will be issued by Supplier as per agreed charges after completion of Services, which means delivery of final Report, if not otherwise agreed previously.
6.2. Payments
Payment terms are as agreed at commencement of work and in the event of no prior agreement payment shall be no later than 30 days following the invoice date.
7. Confidentiality
The Supplier undertakes not to disclose any information provided in confidence by the Customer to any third party and will not permit access to such information by any third party unless the Customer’s expressly grants permission save where required to do so by an order of a competent court of law.
This condition shall survive termination of the Contract.
8. Intellectual Property
The right of ownership in respect of all original work created by the Supplier remains the property of the Supplier. Customers are respectfully reminded that the Supplier’s survey reports are copyright and for the client’s exclusive use unless otherwise agreed with the Supplier.
The Report is personal to, and for the private and confidential use of, the Customer and is issued solely to the Customer.
8. Liability
The Supplier shall be under no liability whatsoever to the Customer for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising, UNLESS same is proved to have resulted solely from the negligence, gross negligence or willful default of the Supplier.
Supplier undertakes to exercise due care and skill in the performance of its services and accepts no responsibility and liability other than delivering the professional deliveries as agreed in the scope.
9. Indemnity
The Customer shall guarantee and indemnify the Supplier against all claims by any third party for loss, damages, or expenses of whatsoever nature including all legal expenses and related costs and however arising relating to the performance or non-performance , of agreed services
10. Force majeure
Neither party shall not, except as otherwise provided in these Conditions, be responsible or have any liability for any loss, damage, delay or failure in performance hereunder arising or resulting from act of God or circumstances beyond its reasonable control.
11. Applicable Laws
These General Conditions are governed by the laws of Romania and are subject to the exclusive jurisdiction of the Romanian courts, if not otherwise agreed between parts.