Terms and Conditions
General Terms and Conditions of Sale and Delivery
Wenzel Marine Trading & Consultants Ltd. ("The Company”)
General Terms and Conditions of Sale and Delivery
Binding effect of the General Terms and Conditions of Sale and Delivery
The Company’s present General Terms and Conditions of Sale and Delivery apply to the exclusion of any general terms and conditions used by the client which either conflict with or diverge from the Company’s General Terms and Conditions of Sale and Delivery. Any general terms and conditions, which may be used by the client, are not binding on the Company unless and to the extent that the Company has expressly agreed in writing that such terms and conditions may apply. The company’s present General Terms and Conditions of Sale and Delivery form the basis for all sales and deliveries of goods to be effected by the Company and they also apply, with any necessary modifications , to services rendered by the Company.
Offers
All offers made by the Company to the client are non - binding.
Orders
Orders placed with the Company become binding on the Company only upon the Company’s written confirmation of the order.
Documents
The contents of any documentation supplied to the client is only binding on the Company to the extent that the Company confirms the same in a separate written statement to the client. Such documents shall be used by the client only and shall be returned to the Company immediately thereafter. The Company’s title and copyright to such documentation is retained at all times.
Dispatch
On the absence of specific shipping instructions from the client, the Company shall determine the method and route of dispatch.
Packing
Unless otherwise stated, the Company’s quoted prices do not include the cost of packing.
Prices and Conditions
The agreed price and terms of payment are fixed and no amounts can be deducted therefrom except with the Company’s prior specific written agreement. The Company reserves the right to adjust its prices prior to delivery of the goods in case of increased costs. Unless otherwise agreed in writing the client must pay in full the relevant invoice, irrespective of the time of receipt of the goods by the client. Payment must be made in full without any deductions, in the agreed currency, free of any charges and must be made to the points of payment indicated by the Company. The Company does not accept, recognize or permit the withholding of any part of the purchase price to offset alleged counterclaims or the enforcement of warranty claims or other clams. Payment may be made through bills of exchange, cheques, money orders, or other forms of payment, but the Company shall only credit the same upon receipt of funds. In case of delayed payment, the Company shall charge interest on the outstanding amount at normal banking interest rates plus 4% and it will not be necessary for the Company to give prior formal notice for such delayed payments. If after the conclusion of an agreement it transpires that the client’s economic or financial position is in the Company’s view unsatisfactory, the Company, at its option, can demand securities or a downpayments of the full price or rescind the order, on which occasion the client shall reimburse the Company for all expenditures incurred.
Execution, Delivery Time
The Company shall be deemed to have delivered the goods upon giving to the client notification of readiness of shipment, or in the case of deliveries at an agreed place of delivery upon dispatch of the goods from the works. In the event that the client fails or defaults in accepting delivery of the goods or is in the breach of any other of its obligations towards the Company, the Company is entitled to demand compensation for any damages it may have suffered, including any additional costs, which may arise. The Company shall endeavor to adhere to the stipulated time of delivery but the estimated times of delivery shall not be deemed absolute and binding on the Company unless specifically agreed by both parties in writing. Events of force majeure, operating disturbances, strikes, traffic disruptions and other interruptions or obstructions which can not be avoided by the Company or its subcontractors, shall extend the time of delivery, or entitle the Company to rescind the contract, wholly or in part and shall not give the client any right to claim damages hereunder. The client may not claim damages for the Company's failure to perform its obligation for the Company’s delayed performance of its obligation and there can be no penalty claims. The Company is entitled to make part deliveries.
Passing of Risks
All risks shall be passed to the client upon the fulfillment of the Company’s obligations to deliver the goods. Even in cases where it is agreed that the Company shall pay the freight, the client shall arrange for its own insurance cover in accordance with the client’s needs.
Liability and Title
The client undertakes to handle the goods carefully. In particular the client undertakes to adequately insure the goods at its own cost against damage by fire, water and theft to their replacement value.
All alleged defects to the goods shipped shall be communicated to the Company immediately. Goods, which are allegedly defective or not suitable, shall be returned to the Company at the Company’s request. In the case of defective goods which are reported as such within the warranty period, the Company, at its option, may elect to repair such goods, free of charge, or replace the same. Unless otherwise stated , the warranty given by the Company’s principals or manufacturers or subcontractors.
Any costs expanded by the client itself for the remedy of any alleged defects shall not be reimbursed by the Company and the attempted repair of defects by the client will release the Company of any liability for defects. The Company will also be released of any liability in case the client defaults in any of its material obligations under the contract.
In the event, the Company’s liability in case of defective goods is limited only to the remedy of the defects for which the company accepts responsibility as above and will not cover any other claims by the client such as legal costs or damages.
The Company does not offer any warranty when executing orders for the repair or modification of equipment supplied or used by third parties.
The Company shall not be able for any consequential damages to property. If the client is not the end -user of the Company’s goods, the client shall be responsible to include a similar disclaimer excluding the Company’s liability for compensation of consequential damages to any third party to which the client forwards the Company’s goods.
The Company reserves title to the goods delivered until receipt of the full payment under the present contract as well as any other business relations with the same client. If the client is in breach of the contract and in particular if the client fails to effect payment as thereunder stipulated, the Company will be entitled to re-possess goods. The repossession of the gods by the Company does not constitute recission of the contract by the Company unless the Company declares such recission in writing. Upon re-possession of the goods, the Company is entitled to realize the goods and use the proceeds of such realization to offset the amounts due to the Company by the client of the after deduction of a restocking fee of twenty percent of the order value.
The client is entitled to transfer the goods in the proper course of the client’s business. The client hereby assigns to the Company all accounts receivable which arise from the transfer of the goods to third parties and such assigned funds will be used to offset the balance due by the client to the Company, irrespective of whether the goods have been resold in the state in which they were delivered by the Company or have been further processed.
Place of Jurisdiction
This contract shall be governed by and be construed in accordance with the laws of the Republic of Cyprus. the client hereby submits to the non-exclusive jurisdiction of the Cyprus courts. The submission by the client to such jurisdiction shall not limit the Company’s right to commence proceedings relating to this contract in whatsoever jurisdiction the Company shall deem fit.
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