Terms & Conditions for service
General Terms and Conditions for the Delivery of Services by Matau-Marine GmbH.
Released 20.08.2020 - Bremen, Germany
1. These General Terms and Conditions (hereinafter referred to as the GTCs) will apply to all services provided by Matau-Marine GmbH (hereinafter referred to as "the Company") to every Ordering Party, unless otherwise expressly and unquestionably stated in a written agreement between the Company and its contractor, the Ordering Party (hereinafter referred to as the Agreement).
2. These GTCs will apply despite any reservations on the part of the Ordering Party, i.e.: the entity commissioning the delivery of services, including, but not limited to, the reservations expressed by the Ordering Party in connection to terms and conditions the Ordering Party has specified elsewhere. The binding force of these GTCs shall be suspended in whole or in part upon the submission of an unambiguous written contractual provision contained in the Agreement referred to in the above paragraph.
3. All services which will be provided by the Company shall be governed by the regulations of these GTCs, including but not limited to design services, any engineering work on ships, installations, reconstruction, renovation, modernization, consisting in the delivery of design documentation, technical solutions, machinery and equipment, as well as software —hereinafter referred to as Works.
4. Unless otherwise specified in the Agreement, the Company shall not be liable for the Works, as well as for the implementation of the transferred Works, materials and means used for this purpose, equipment and technical solutions in the Works indicated, unless the Company has committed willful misconduct.
5. Unless otherwise specified in the Agreement, no information provided by the Company about the materials and equipment, their weight, size and technical characteristics, prices and the possibility of use in the transferred Works, or in the implementation thereof, and any other information relating to materials and equipment, which has been obtained from suppliers and/or manufacturers of such materials and equipment, and is contained in particular in promotional materials, advertising materials, catalogues, price lists, shall be treated as guaranteed by the Company. In particular, this means that the Company does not guarantee that materials and equipment will have the characteristics presented in the documents indicated in the preceding sentence.
6. Until the payment of full remuneration, all documents (in particular sketches, technical drawings, records of scanning), regardless of their form, including the Works transferred to the Ordering Party by the Company, shall remain the exclusive property of the Company. The Ordering Party shall not have the right to use the submitted documents for any purpose other than the implementation of the results of the Works; in particular, it shall not have the right to transmit documents to third parties, to copy or reproduce them in any other way, without a written consent of the Company.
7. Any deadlines provided for the total or partial delivery of the Works by the Company, as well as any other deadlines discussed between the Company and the Ordering Party, which are only to be determined or / and which have been mentioned in any form other than in the Agreement, in particular during working meetings or through the exchange of correspondence, are considered to be approximate, i.e.: non-binding; the failure of the Company to meet such deadlines does not generate any negative consequences for the Company.
8. If the Company fails to comply with any of the deadlines referred to in the sentence above, the Ordering Party shall not have the right to cancel the ordered tasks, impose contractual penalties, claim damages or any other compensation.
9. In any case, except when the Agreement expressly specifies the deadlines, the Company shall carry out the Work in time adjusted to its capabilities, while seeking to take into account the non-binding arrangements referred to in the preceding sentences.
10. The Company shall not be liable for the non-performance or improper performance of any of its obligations towards the Ordering Party if the failure or improper performance of the obligation occurred as a result of Force Majeure, understood in particular as a case of riots, war, strike or other kind of social unrest, extraordinary weather events or other circumstances which the Company was unable to foresee and which it was unable to prevent. Force Majeure is also constituted by such circumstances as delays in the delivery of materials, equipment and information – including any deliveries from the Ordering Party, necessary to perform the Works – as well as changes in the staff structure of the Company, resulting in a reduction of workforce.
11. Should an event of Force Majeure occur, the Company shall notify the Ordering Party.
12. After determining the scope of the Works, modification is possible only with the consent of the Company. In this case, with the change in scope of the Works, all provisions on time limits, including partial periods — if foreseen — for the performance of the Works, shall be amended, which shall not in any way change the nature of the terms specified in paragraph 7 of these GTCs. The agreement on the amendment of the scope of the work requires an appropriate adjustment of remuneration. In order to make arrangements for extending the duration of the work, additional time is determined by the Company. In the absence of any additional remuneration, it shall be determined by the Company on the basis of the hourly rate established for the original scope of work. In the case of flat-rate remuneration, the Company determines a lump sum remuneration due for the work resulting from the change in the scope of work. The remuneration specified in this way shall be binding for the Ordering Party.
13. After determining the scope of the Works, the Ordering Party shall have the right to withdraw from the placed order on condition that all costs incurred in connection with the preparation and/or execution of the Works – including in particular those resulting from the order of materials, payment for licenses, travel expenses, subcontracting services and remuneration of EUR 150 for each hour of work devoted by the Company to the execution of the Works – are compensated to the Company regardless of whether the scope of the Works performed is of any significance to the Ordering Party.
14. In the absence of an Agreement covering the remuneration for the Works, as well as in any other case of failure to regulate the matter, the Company shall be entitled to remuneration – in accordance with the Company's assessment, lump sums or hourly, calculated at the rates applied by the Company for analogous works.
15. The completed Works together with relevant documentation shall be submitted to the Ordering Party, who, after the delivery, is obliged to receive them and pay the Company the due remuneration in full amount. In case of early partial settlement of Works, the remuneration of the missing part is paid in full.
16. Payments for the completed works are carried out by transfer to the bank account number indicated by the Company and are made within 15 days from the date of delivery of the Works. The Ordering Party shall be obliged to make a timely payment of the entire remuneration, irrespective of the fact of cooperation or sharing (on the basis of an agreement to which the Company is not a party) of the costs of Works performed by the Company with other entities. A delay in payment results in interest being accrued on the basis of the Act on Payment Dates in Commercial Transactions, as well as entitles the Company to refrain from carrying out further work on the order until the payment is made. In case of delayed payments, the Company declares that each payment will be recorded in the first place for the interest due and for other possible incidental benefits, and only then for the main payment.
17. All liability of the Company, which may arise in connection to the Works performed under the conditions set out in these GTCs, shall be limited to actual damage, excluding lost profits, and shall in no case exceed the guarantee amount to which the current liability policy is issued in connection with the contract concluded by the Company for the civil liability insurance of its business.
18. Notwithstanding any other provisions specified in orders and/or service contracts drawn up
unilaterally by the Ordering Party, or any other documents prepared by the Ordering
Party confirming the commissioning of the order by the Ordering Party to the Company, the
applicable law shall be the German law. The competent court is the court having jurisdiction over
the Company's seat.