Terms & Conditions
Supply of marine goods and technical services — HVAC, refrigeration, heat exchangers and spare parts for the marine and offshore industry.
1.Definitions and Contract Formation
“Buyer” means the legal entity identified in the Seller’s quotation, order confirmation or invoice. “Goods” means equipment, spare parts, materials and documentation. “Services” means engineering, inspection, repair, installation, commissioning and related technical work.
A contract is formed only when the Seller issues a written order confirmation, or when the Seller begins performance after the Buyer has accepted the quotation in writing. A purchase order, email acceptance, signed offer or payment may evidence acceptance.
The contract consists of the Seller’s quotation, any project-specific terms, the order confirmation and these GTC. In the event of conflict, the following order applies: (1) project-specific terms; (2) the order confirmation; (3) the quotation; (4) these GTC. Buyer’s standard terms apply only if expressly accepted in writing by the Seller.
2. Quotations, Scope and Variations
Unless a different validity period is stated, quotations remain open for acceptance for seven (7) calendar days. Prices are exclusive of VAT and, unless expressly stated otherwise, exclude freight, insurance, customs duties, port charges and third-party attendance costs.
The scope is limited to the work and deliverables expressly stated in the quotation. Any additional work, materials, equipment, access delays, waiting time, travel, permits, tests or changes to the scope shall be chargeable only after written approval by the Buyer, except where immediate action is reasonably required to protect persons, the vessel or property.
3. Payment
Payment terms are those stated in the applicable quotation or order confirmation. Unless stated otherwise, invoices are payable within fourteen (14) calendar days from invoice date, without set-off, deduction or withholding except where prohibited by mandatory law.
Payment is received only when cleared funds reach the Seller’s nominated bank account. The Seller may suspend procurement, mobilization, delivery or performance until due payment or agreed security is received.
Overdue amounts bear interest at the statutory rate applicable under Estonian law, without prejudice to the Seller’s right to recover reasonable collection costs and to suspend performance.
4. Buyer Responsibilities for Services
The Buyer shall provide safe and timely access to the vessel, worksite and relevant systems; all necessary permits, isolations, lock-out/tag-out, drawings, operating data, competent crew assistance and a duly authorised representative for decisions and acceptance.
The Buyer remains responsible for vessel operation, crew, cargo, class requirements, statutory approvals, port and shipyard requirements, and the accuracy and completeness of information supplied to the Seller. The Seller may stop work where conditions are unsafe or access is unavailable.
5. Delivery and Time
Dates and periods for delivery or completion are estimates unless expressly stated as binding in the order confirmation. They run from receipt of the required payment, information, approvals and access, whichever occurs last.
The Seller is not liable for delay caused by the Buyer, vessel, crew, shipyard, port, carrier, manufacturer, public authority, weather or any event outside the Seller’s reasonable control. The completion period and price shall be adjusted fairly for resulting delay or additional cost.
6. Inspection, Acceptance and Risk
The Buyer shall inspect Goods and Services promptly. Any visible shortage, incorrect delivery or defect must be notified in writing within seven (7) calendar days after delivery or completion, with reasonable supporting evidence. Failure to notify within this period constitutes acceptance, without prejudice to latent defects covered by Clause 7.
Risk in Goods passes according to the delivery term stated in the contract. Where no delivery term is stated, risk passes on delivery to the carrier or to the Buyer at the agreed collection point. Title to Goods remains with the Seller until all amounts due under the relevant contract are paid in full.
7. Warranty
The Seller warrants that Services will be performed with reasonable skill and care and in accordance with good marine engineering practice. Defects in Services must be notified in writing within ninety (90) days after completion. The Seller’s sole obligation is, at its option, to re-perform or correct the defective Services.
For Goods manufactured by third parties, the Buyer receives only the warranty made available by the original manufacturer. The Seller does not warrant defects resulting from ordinary wear, corrosion, contamination, incorrect storage, installation, operation, maintenance, modification, repairs by others or conditions outside the stated design parameters.
8. Limitation of Liability
To the maximum extent permitted by law, the Seller’s aggregate liability arising out of or connected with a contract, whether in contract, tort or otherwise, shall not exceed the Contract Price paid or payable for the specific Goods or Services giving rise to the claim.
The Seller shall not be liable for loss of profit, revenue, hire, charter, use, production, cargo, data, goodwill, business opportunity or any indirect, special or consequential loss. Nothing in these GTC excludes liability that cannot lawfully be excluded.
9. Force Majeure, Suspension and Cancellation
Neither party is liable for failure or delay caused by events beyond its reasonable control, including war, sanctions, strikes, fire, flood, epidemics, port or shipyard restrictions, export controls and failure of suppliers or carriers. The affected party shall notify the other party promptly.
The Seller may suspend or terminate unperformed work if the Buyer materially breaches the contract, becomes insolvent or fails to pay an amount when due. If the Buyer cancels after acceptance, the Buyer shall pay for all work performed, materials ordered, committed third-party costs, demobilization and reasonable administrative costs
10. Compliance, Confidentiality and Personal Data
Each party shall comply with applicable anti-bribery, export-control, sanctions, health and safety and environmental laws. The Seller may refuse or suspend performance where it reasonably considers that performance may breach applicable law or expose it to sanctions risk.
Each party shall keep confidential the other party’s non-public technical, commercial and pricing information, except where disclosure is required by law, class, insurers, auditors or professional advisers subject to confidentiality obligations. Personal data shall be processed only as necessary to perform the contract and comply with applicable law.
11. Governing Law and Disputes
The contract and these GTC are governed by the laws of the Republic of Estonia. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising out of or in connection with the contract shall be submitted exclusively to Harju County Court, Tallinn, Estonia, unless the parties agree otherwise in writing after the dispute has arisen.
12. Miscellaneous
No amendment, waiver or variation is effective unless made in writing and signed or confirmed by authorised representatives of both parties. If a provision is invalid or unenforceable, the remaining provisions remain in full force.
Notices and contractual communications may be sent by email to the addresses stated in the applicable quotation or order confirmation. These GTC are issued in English; the English version prevails.
Note:These General Terms & Conditions apply to all quotations, order confirmations and invoices issued by BreezeMarine Group OÜ unless project-specific terms have been separately agreed in writing.