These conditions for international ship supply trade establish the rights and duties of ship suppliers and shipowners formulated by the International Ship Suppliers Association (ISSA) and deposited in The Hague, The Netherlands. With effect from the date of deposit with The Hague, these conditions replace the 1995 edition.
Claims Orders and Deliveries Prices Payment Law and Jurisdiction Quality and Packaging Force Majeure
“Supplier” – means the contracting ISSA Member who supplies the goods in confidence under these Conditions;
“Buyer” – means the person making the request in respect of the goods, and whether such person acts as agent or representing a third (principal) person and principal and the vessel on whose behalf the goods are jointly and severally ordered;
“Goods” – means any and all items ordered by Buyer and / or supplied by Supplier for use on board a ship or vessels or offshore oil rig or similar, or incidental to the operation of such;
“Contract” means any agreement between a seller and a buyer under which the goods are supplied or to be provided;
1 . Except as expressly agreed in writing the following conditions apply to all contracts, orders and deliveries. All conflicting (or similar) purchase conditions of the buyer will be deemed to have been rejected by the supplier unless expressly accepted in writing.
Orders and Deliveries
2nd Buyer shall notify Seller as soon as reasonably practicable of its order or orders.
2b. Provided the prevailing circumstances reasonably permit, the supplier shall supply and deliver to the buyer the goods as ordered at the time and place stipulated by the buyer to the extent that such goods are available at the agreed port or port area.
3rd The liability of the supplier for the carriage of goods shall end at the point nearest to the ship that the delivery vehicle (s) may, with the necessary authority, reach (the “Delivery Point”).
Shipping of goods to the point of delivery will be charged unless otherwise agreed with Buyer.
3b. If the supplier expressly agrees to transport / secure the goods beyond the point of delivery as defined in paragraph 3a the costs of such additional delivery / handling shall be agreed in advance, invoiced and paid by the buyer.
3c. If delivery is requested outside normal port opening hours or the agreed port area, or on Saturdays, Sundays, religious or national or legal holidays, the expenses incurred for such delivery shall be paid by the buyer as additional costs.
3d. Goods will be deemed delivered upon arrival within the time limit stipulated at the Point of Delivery. The liability, cost and risk of unloading the delivery vehicle (s) and delivering on board are borne by the buyer. Risks of the goods (but not property) will, in all respects, be passed to the buyer upon delivery.
3e. Buyer will pay Seller any costs or expenses incurred for any waiting period beyond a reasonable period.
3F. All orders and receipts will be signed by the commander or his authorized representative.
3g. Where the supplier is required to deliver products other than a ship, the responsibility rests with the buyer to ensure that the person responsible for accepting the delivery issues a complete and adequate receipt for the goods delivered. This signed receipt will constitute acceptance of delivery by and to Buyer.
4th Subject to Condition 4b below, for products supplied by the supplier, the supplier may charge Buyer for current prices to the port or port area upon delivery.
4b. The supplier may, if requested by Buyer, send Buyer a list indicating the prices of the goods and the period in which those prices apply. If this list is expired and not renewed, Condition 4a should apply. Goods that cannot be offered at a predetermined price should then be clearly marked on any such list and in this case Condition 4a should apply.
Quality and Packaging
5. Goods must be of standard or prime quality as assessed at the time and place of delivery. Goods must be supplied in their normal packaging at the time and place of delivery. When establishing the order, the buyer shall inform the supplier of any special packaging requirements in view of the destination of the ship and / or merchandise. Any additional expenses resulting from the fulfillment of such requirements are borne and payable by the buyer.
6th Containers of returnable packaging material provided by the supplier shall be clearly identified as such on the receipt or note and shall be returned by Buyer to Seller as soon as reasonably practicable.
6b. Returnable packaging material and containers must be charged separately at the updated prices, at the time and place of delivery. The amount thus established shall be refunded by the seller to the buyer provided that the packaging material and packaging are returned intact within a reasonable time.
7. Subject only to Condition 8 below, upon delivery of the goods and signature of the receipt or accompanying note, Buyer shall be deemed to have approved and accepted the goods in all respects.
8. Any claim regarding the conformity or quality of the delivered goods shall be notified in writing to the Supplier within 8 days of delivery, and in the absence of such notification the Buyer shall be deemed to have approved and accepted the goods. in all aspects. Exception is made for fresh produce and perishable goods, for which complaints should be notified in writing upon delivery or as soon as possible thereafter. Where an order is made in accordance with the provisions of this paragraph and such order is accepted by Seller, Buyer shall be entitled to a refund of the price of the affected goods upon inspection of such goods by the supplier or as agreed in writing by the parties.
9. In the event of a claim under paragraph 8, the buyer will be required to prove that since delivery the goods have been continuously handled, handled and stored by the buyer as a prudent trustee, according to the nature of the goods and their propensity. the deterioration is that any alleged deficiency is not attributable to Buyer’s fault or negligence.
10. Any damages / compensation shall be strictly limited to reimbursement of the price paid to the supplier for the affected goods and the supplier shall under no circumstances be liable for any claim for consequential loss, damage or injury arising from the delivery, or late delivery or failure to supply any goods.
11. Any claim by Buyer regarding the supplier’s invoice shall be absolutely prohibited unless submitted in writing by Buyer to the supplier at the supplier’s usual business address within 8 days of invoice delivery.
12a. Buyer shall pay, prior to departure, the invoiced amount or amounts at the exchange rate prevailing on the day of payment or, at Seller’s express agreement, at a later date stipulated.
12b. Notwithstanding paragraphs 7 to 11, it is pointed out that the Buyer shall not be entitled to withhold payment of any amounts after they are due in the normal course of payment due to any right of set-off or counterclaim that the Buyer claims or for any reason.
12c. If payment is not made pursuant to § 12a, Supplier shall be entitled to charge interest (calculated from the due date to the date of actual payment) of Buyer on any outstanding or unpaid amount due to Supplier to a rate of 12% per annum or the equivalent of the current commercial principal loan rate usually charged by the supplier’s bank and in the supplier’s country, whichever is higher.
12d. Supplier shall have the right to recover from Buyer any and all costs and / or expenses that may have been caused by Buyer to recover any overdue amounts not paid by Buyer or measures not legally formalized (including but not limited to ship retention) will gladly include both internal costs, costs and expenses incurred for trained external consultants / attorneys. Such costs must be paid by the buyer to the seller under obligation on full indemnity basis.
12e.Titles for the goods delivered to the ship shall not be passed to the Buyer until full equal payment has been made.
13. If the supplier is unable to deliver, or to deliver on time, for reasons of force majeure (which shall include any or all circumstances or conditions for which the supplier cannot be held responsible and as a consequence of which it is not reasonably possible to deliver within the deadline or non-delivery), in which case the supplier’s obligation to deliver will cease or if appropriate, should be suspended during the period of force majeure.
Law and Jurisdiction
14. Any disputes arising out of or under or arising from any agreement entered into under these conditions and any resulting agreement shall in the first instance be brought exclusively to the jurisdiction of the competent court at the place of domicile of the supplier, but the supplier shall only have the option of submitting the claim. the jurisdiction of the competent court in the place of residence of the buyer or the jurisdiction of the court where a ship or similar is arrested / docked or seized in connection with such dispute.
15. Agreements that include these conditions shall be governed by and construed in all respects in accordance with the law of the supplier’s place, or any other place accepted by the supplier. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention on UNCITRAL International Trade Law, also known as the Vienna Treaty) is excluded.