Terms and conditions of delivery of MARINE TECHNICS BALTIA OÜ. (“MARINE TECHNICS BALTIA”)

1. Prices

  1. In the absence of written agreement to the contrary, the prices operated by MARINE TECHNICS BALTIA are based on delivery FCA, Incoterms, exclusive of VAT and other duties, exclusive of the costs of assembly and commissioning, exclusively of the costs of non-standard packaging and are given in euros.
  2. In the event of changes to cost price factors, MARINE TECHNICS BALTIA reserves the right to adjust the price accordingly.
  3. MARINE TECHNICS BALTIA is authorized to index prices annually.

2. Delivery and delivery period

  1. Delivery will take place free carrier (FCA Incoterms).
  2. Delivery times are indicative and exceeding them cannot under any circumstances lead to liability or an obligation to pay damages on the part of MARINE TECHNICS BALTIA.
  3. The customer is obliged to check the delivered goods for defects within five (5) calendar days of their delivery. The customer must notify MARINE TECHNICS BALTIA of any defects established on delivery in writing and within 5 days of their being established, in the absence of which MARINE TECHNICS BALTIA will not be obliged to pay compensation for damages and costs, compliance, repair and on penalty of forfeiture of the right of the Customer to dissolution, suspension, compensation or setoff.
  4. MARINE TECHNICS BALTIA reserves the right to deliver in batches that will be invoiced separately.

3. Acceptance, inspection, and complaints

  1. Complaints concerning invoices must be made in writing within thirty (30) calendar days of the invoice date. The Customer will lose the right to file complaints if this period is exceeded.
  2. Returns will be accepted by MARINE TECHNICS BALTIA only provided that:
    • MARINE TECHNICS BALTIA has approved the return in writing in advance;
    • this is done carriage paid and with reimbursement of costs;
    • the goods are stock or standard goods;
    • the delivery was made no longer than six (6) weeks previously;
    • the returned Goods do not amount to more than 10% of the amount of the original delivery.

4. Modifications and cessation

of the manufacture of goods and services MARINE TECHNICS BALTIA is permitted at its own discretion a) to modify the quality or specifications of its Goods and b) to cease the manufacture of one or more types of Goods. If in the opinion of MARINE TECHNICS BALTIA the modification referred for above leads to a material change in the performance of the Goods in question, MARINE TECHNICS BALTIA will notify its customer of this in writing within thirty (30) calendar days, after which the Customer will have the right to dissolve the contract to which these general terms and conditions apply within a period of fourteen (14) days.

5. Deviations regarding the product and quantity

MARINE TECHNICS BALTIA is permitted to apply a limited deviation regarding color, quantity, size, weight or (shore) hardness of Goods unless specific agreement to the contrary has been made in the agreement.

6.Intellectual property rights

  1. MARINE TECHNICS BALTIA is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, trade models or any other rights of third parties are infringed by goods received from suppliers and/or Customers via MARINE TECHNICS BALTIA or third parties via them, including but not limited to goods, models, and drawings for the manufacture and/or delivery of certain Goods. The Customer indemnifies MARINE TECHNICS BALTIA against all claims made against MARINE TECHNICS BALTIA in that regard.
  2. In cases where MARINE TECHNICS BALTIA processes the Customer’s goods, MARINE TECHNICS BALTIA will be deemed to be the maker of that work within the meaning of the Copyright Act and/or as the party entitled to the relevant intellectual property rights.
  3. In the absence of written agreement to the contrary, MARINE TECHNICS BALTIA holds the copyrights and all rights of (industrial) property to the offers it has made and the designs, images, drawings (test) models, software, templates, and other goods that it has issued.

7. Warranty

Faults in the Goods intended for long-term use can be repaired or replaced – to be decided at the discretion of MARINE TECHNICS BALTIA – exclusively during a period of twelve (12) months after delivery if MARINE TECHNICS BALTIA judges that the faults can be attributed to construction errors and the Goods have been used and maintained normally. Consumables, such as seals and hoses, are not covered by this guarantee. No other or more extensive guarantees are issued.

8. Liability

MARINE TECHNICS BALTIA can be held liable exclusively for losses leading to death or injury or damage to goods because of a non-conformity that can be attributed to MARINE TECHNICS BALTIA. The liability of MARINE TECHNICS BALTIA is further limited to an amount equal to the total invoice value of the deliveries and/or orders of MARINE TECHNICS BALTIA to the Customer in the calendar year preceding the loss, up to a maximum of € 100,000.00 (one hundred thousand euros) per occurrence or series of related occurrences. The Customer indemnifies MARINE TECHNICS BALTIA against claims of third parties for which the liability of MARINE TECHNICS BALTIA to the Customer is excluded or limited.

9. Payment

Unless otherwise agreed payment is to be made net and without any discount or setoff, by depositing the payable amount or transferring it to a bank account designated by MARINE TECHNICS BALTIA within thirty (30) days of the invoice date. For orders with a total net component value lower than € 350.00 (three hundred and fifty euros) not including VAT, MARINE TECHNICS BALTIA reserves the right to charge an administration fee. MARINE TECHNICS BALTIA reserves the right to make a late payment surcharge. The value day indicated in the bank statements is determinative and is there- fore regarded as the date of payment.

10. Non-compliance, termination, dissolution, and suspension

  1. MARINE TECHNICS BALTIA is authorized to terminate, dissolve or suspend execution of the agreement with immediate effect in full or in part – without legal intervention or any notice of default being required – without prejudice to the remaining rights of MARINE TECHNICS BALTIA (to demand compliance or compensation for damages), if:
    • The Customer dies, applies for suspension of payment, applies for bankruptcy, is declared bankrupt or requests admission to the statutory debt management scheme;
    • an application for the Customer’s bankruptcy has been filed;
    • the Customer fails to meet any obligation by law or under these conditions;
  2. If an agreement is dissolved in full or in part by MARINE TECHNICS BALTIA, the Customer will be obliged to pay compensation for all costs or loss of profits relating to the dissolved agreement.
  3. Upon termination of the agreement and irrespective of the reason for this the Customer will purchase all of the Goods held by MARINE TECHNICS BALTIA in stock within 7 days of the termination of the agreement for payment of the price applicable at that time and will accept the goods immediately following payment.

11. Retention of title

  1. All the goods that MARINE TECHNICS BALTIA has delivered – even if it has been contractually agreed that they are to be assembled by MARINE TECHNICS BALTIA at the location of the Customer or his client, remain the property of MARINE TECHNICS BALTIA until the Customer has remitted full payment of all that owed by the Customer to MARINE TECHNICS BALTIA under this or any other related contract, including interest and costs.
  2. The Customer is authorized to dispose of the goods in the context of his normal business operations. The Customer is obliged to inform the acquiring third-party of the retention of title for the goods in the favor of MARINE TECHNICS BALTIA.
  3. For as long as they are not being used the Customer is obliged to clearly separate the delivered goods from other goods until their ownership has been transferred.

12. Disputes and applicable law

  1. All offers of and agreements with MARINE TECHNICS BALTIA will be governed exclusively by Estonian law.
  2. All disputes regarding agreements to be entered into or which have been entered, including agreements arising from them or regarding these general terms and conditions themselves will be referred for adjudication to the Harju County Court in Tallinn.

13. Compliance

The Customer (a) represents and warrants that it is not subject to any trade sanctions im- posed by the US, EU, and/or UN, and (b) shall comply with (and not engage any activity, practice or conduct which would constitute an offence under) all applicable laws, statutes, regulations, and codes, including those relating to (i) trade restrictions and/or export controls (including trade sanctions imposed by the US, EU and/or UN) in respect of the goods sold to it by MARINE TECHNICS BALTIA, and (ii) anti-bribery and anti-corruption, and provide evidence of compliance with the foregoing as MARINE TECHNICS BALTIA may reasonably request from time to time.