General Terms and Conditions

Unless otherwise specifically agreed in writing Hanse Survey (hereinafter called “the Company”) undertakes services in accordance with these general conditions (hereinafter called “General Conditions”) and accordingly all offers or tenders of service are made subject to these General Conditions. All resulting contracts, agreements or other arrangements will in all respects be governed by these General Conditions, except only to the extent that the law of the place where such arrangements or contracts are made shall preclude any of the General Conditions and in such case German law shall prevail, but only to the extent that, it is at variance with these General Conditions.

  1. Definitions
    1. “COMPANY” means Hanse Survey (Rudolf-Breitscheid-Str. 21, 26721 Emden / Republic of Germany)
    2. “General Terms” means the COMPANY’s General Terms and Conditions of Business.
    3. “Principal” means the persons or bodies from which the instructions for the COMPANY to act have originated.
    4. “Services” means any and all services to be provided by the COMPANY, including without limitation: marine survey, inspection services for bulk commodities, supervision of loading or discharging, quantity and/or quality inspections, weight verifications and/or certifications, inspection of various trading-goods, packaging, vessels/barges or other means of transport, survey, rendering advisory and special services as may be agreed, surveys of vessels, cargoes, bunkers, ship damages and supervision of repairs and modifications.
  2. Obligations and Responsibilities
    1. The COMPANY acts for the Principal. No other party is entitled to give instructions, particularly on the scope of the Services, unless so authorised by the Principal and agreed by the COMPANY. The COMPANY will however be deemed irrevocably authorised to deliver at its discretion the Services to a third party if following instructions by the Principal a promise in this sense has been given to its third party or such a promise implicitly follows from circumstances, trade custom, usage or practice.
    2. In the event that any unforeseen problems or expenditure arise in the course of carrying out any of the contracted services the COMPANY shall be entitled to make additional charges to cover additional time and cost necessarily incurred to complete the Services.
    3. In the event of any suspension of payment arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Principal, the COMPANY shall be entitled to suspend all further performance of its Services forthwith and without liability.
    4. The COMPANY shall submit a final written Report to the following completion of the agreed services describing the Principal COMPANY’s findings and the condition and/or quality of the object and/or purpose of the assignment, unless otherwise expressly instructed by the Principal not to do so.
    5. Unless expressly agreed in writing, the Company’s performance will be limited to ensuring compliance with Principal’s design methodology, calculations, specifications and drawings and the Company may approve such methodology but will never expressly or impliedly verify such methodology, specifications and calculations unless such forms part of the scope of work and is expressly agreed in writing between parties and all relevant data is provided in sufficient time to the Company to perform such additional and exceptional tasks. In all cases structural engineering components shall be deemed outside the scope of work.

      The Principal shall:

    6. Ensure that instructions to the COMPANY contain sufficient information and are given in due time to enable the required Services to be performed effectively,
    7. Procure all necessary access for the COMPANY’s representatives or enable the required services to be performed effectively,
    8. Supply, if required, any special equipment and personnel necessary for the performance of the required Services,
    9. Ensure that all necessary measures are taken for the safety and security of working conditions, sites and installations during the performance of Services and will not rely, in this respect, on the COMPANY’s advice whether requested or not,
    10. Fully exercise all its rights and discharge all its liabilities under any related contract whether or not a report or certificate has been issued by the COMPANY failing which the COMPANY shall be under no obligation to the Principal,
    11. If the requirements of the Principal necessitate the analysis of samples by the Principal’s or by any third party’s laboratory, the COMPANY will pass on the result of the analysis but without responsibility for its accuracy. Likewise where the COMPANY is only able to witness an analysis by the Principal’s or by any third party’s laboratory, the COMPANY will provide confirmation that the correct sample had been analyzed but will not otherwise be responsible for the accuracy of any analysis or result.
  3. Confidentiality
    1. Principal

      The Principal undertakes to keep confidential any confidential information disclosed to it by the COMPANY and not to disclose same either complete or in part to any third party (including subsidiary companies, holding companies or associate companies) without the COMPANY’s prior written approval.

    2. COMPANY

      The COMPANY undertakes to keep confidential any confidential information disclosed to it by the Principal and the COMPANY shall be liable to the same constraints as imposed by Clause 3.1 on the Principal.

    3. Property

      The right of ownership in respect of all original work created by the COMPANY remains the property of the COMPANY.

    4. Conflict of Interest / Qualification

      The COMPANY shall promptly notify the Principal of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable for the COMPANY to continue its involvement with the appointment.

      The Principal shall be responsible for payment of the COMPANY’s fees up to the date of notification.

  4. Liability
    1. Any claims for indemnification outside of statutorily imposed claims for damages, may be only asserted by the Principal against the COMPANY for intentional or grossly negligent conduct. This limitation of liability does not apply to injuries to life, body, or health.
    2. The liability of the COMPANY, in respect of any claims for loss, damage or expense of any nature whatsoever, and howsoever arising, in respect of any breach of contract and/or any failure to exercise due skill and care by the COMPANY shall in no circumstances exceed a total aggregate sum equal to the amount of the fee or commission payable in respect of the specific services required under the particular contract with the COMPANY. Where the fee or commission payable relates to a number of services and a claim arises in respect of one of those services the fee or commission shall be apportioned for the purposes of this paragraph by reference to the estimated time involved in the performance of each service.
    3. The COMPANY bears no liability for special, indirect or consequential loss such as e.g. loss of revenue, loss of profit, depletion of goodwill, loss relative to other contracts and indemnities for termination of other agreements arising out of or in connection with any contract or these terms.
    4. The COMPANY shall be discharged from all liability to the Principal for all claims for loss, damage or expense unless suit is brought within 2 (two) months after the date of performance by the COMPANY of the service which gives rise to the claim or in the event of any alleged non-performance within two months of the date when such service should have been completed.
  5. Sub-Contracting

    The COMPANY shall be entitled, at its discretion, to delegate the performance of the whole or any part of the Services contracted to with the Principal to any agent or subcontractor.

  6. Reports and Certificates
    1. Subject to the Principal’s instructions as accepted by the Company, the Company will issue reports and certificates which reflect statements of opinion made with due care within the limitation of instructions received but the Company is under no obligation to refer to or report upon any facts or circumstances which are outside the specific instructions received.
    2. Reports or certificates issued following testing or analysis of samples contain the COMPANY’s specific opinion on those samples only but do not express any opinion upon the bulk from which the samples were drawn. If an opinion on the bulk is requested special arrangements must be made in advance with the COMPANY for the inspection and sampling of the bulk.
  7. Payment
    1. If any payments to be made under the Agreement shall be subject now or in the future to taxes, levies or charges of whatever kind in the country in which the Principal is incorporated and/or operating and which the Principal or the COMPANY is required to pay, or which the Principal is required to withhold, the Principal shall pay such sums as shall yield to the COMPANY after payment or withholding of such taxes, levies or charges the full amounts payable to the COMPANY under the Agreement as if such taxes, levies or other charges were not paid or withheld.
      In this Clause 7.1 the Principal shall include any assignee of any of its rights hereunder.
    2. The Principal shall pay the COMPANY’s Fees within thirty working days from the date of the relevant invoice, or in such other manner as may have been agreed in writing between the parties.
    3. Any payments overdue by the Principal shall bear compound interest from the due date until payment at a rate of half of one percent per week.
    4. Except where there are self-evident errors in the invoice, payment shall be made by the Principal notwithstanding any dispute relating to the billings. Any adjustments consequent upon settlement of such disputes shall be made within thirty days following the settlement.
    5. Where any payment becomes overdue by more than sixty days, the COMPANY shall, without prejudice to any of its or other rights, be entitled to terminate the Agreement whereupon payment will become due for the value of work done up to the date of termination.
  8. Force Majeure

    The COMPANY shall not be under any liability whatsoever to the Principal for non-delivery or delay in delivery products/services directly or indirectly caused by unforeseen circumstances or resulting from an Act of God, outbreak of hostilities (whether or not war is declared), insurrection, riot, civil disturbance, Government Act or regulation, fire, flood, explosion, production delays, accident, theft, climatic conditions, shortage of material, strike, lockout or trade dispute (whether the COMPANY’s or another party’s employees) or other cause beyond the COMPANY’s reasonable control.

  9. Miscellaneous
    1. Any claims against the COMPANY by the Principal shall be deemed to be waived and absolutely time barred upon the expiry of a period of 6 month from the submission date of the Report to the Principal.
    2. No alteration, amendment or waiver of any of these General Conditions shall have effect unless made in writing and signed by an officer of the COMPANY.
    3. The invalidity of one or more stipulations of the present General Conditions does not affect the validity of the remaining provisions.
    4. These General Terms and Conditions and any contract concluded there under shall be subject to German law. Any dispute arising out of or in connection with these General Conditions of Purchase, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Germany.

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