SERV-WAY LTD
TERMS & CONDITIONS OF BUSINESS
Worldwide Marine Services, Procurement & Technical Support
1. DEFINITIONS
Unless the context otherwise requires, the following terms shall have the meanings assigned to them below:
“Company” means SERV-WAY LTD, a company incorporated under the laws of the Republic of Cyprus with registration number HE 468957, together with its successors and permitted assigns.
“Client” means any individual, company, corporation, partnership, shipowner, beneficial owner, disponent owner, ship manager, technical manager, commercial manager, operator, charterer, agent or other legal entity requesting, instructing, purchasing or benefiting from any Goods and/or Services arranged or provided by SERVWAY LTD.
“Principal” means the disclosed person or legal entity on whose behalf SERVWAY LTD acts as agent, intermediary or coordinator.
“Service Provider” means any independent supplier, subcontractor, repair yard, workshop, engineer, technician, diver, riding squad, manufacturer, surveyor, logistics company, consultant or other third party appointed or introduced by SERVWAY LTD for the provision of Goods and/or Services.
“Goods” means all spare parts, equipment, materials, consumables, products or other items supplied or arranged through SERVWAY LTD.
“Services” means all marine, technical, engineering, procurement, inspection, maintenance, repair, underwater, diving, riding squad, commissioning, installation, consulting, logistics, project management and any other related services arranged or coordinated by SERVWAY LTD.
“Vessel” means any ship, offshore unit, floating structure or other marine asset for which Goods and/or Services are requested.
“Order” means any request for Goods and/or Services including, without limitation, a Purchase Order, Work Order, Service Order, quotation acceptance, email instruction, written confirmation or any other communication requesting SERVWAY LTD to arrange or coordinate Goods and/or Services.
“Master Conditions” means these Master Conditions of Business, including any schedules, annexes and amendments published by SERVWAY LTD from time to time.
2. INTERPRETATION
2.1 These Master Conditions shall govern all business conducted by SERVWAY LTD unless expressly varied by a written agreement signed by an authorised director of SERVWAY LTD.
2.2 Headings are inserted for convenience only and shall not affect interpretation.
2.3 Words importing the singular include the plural and vice versa.
2.4 References to one gender include all genders.
2.5 References to legislation include all amendments, replacements and re-enactments thereof.
2.6 The words “including”, “include” and similar expressions shall be interpreted as meaning “including without limitation”.
2.7 In the event of any inconsistency between these Master Conditions and any purchase order or standard terms issued by the Client, these Master Conditions shall prevail unless SERVWAY LTD expressly agrees otherwise in writing.
3. SCOPE OF APPLICATION
3.1 These Master Conditions apply to every quotation, proposal, purchase order, work order, service order, confirmation, invoice, statement of account, email instruction, contract and any other commercial transaction entered into by SERVWAY LTD.
3.2 These Master Conditions are incorporated by reference into every transaction conducted by SERVWAY LTD.
3.3 By issuing an Order, requesting SERVWAY LTD to commence work, accepting any Goods or Services, or making any payment relating to an Order, the Client confirms that it has read, understood and accepted these Master Conditions in full.
3.4 No amendment or variation shall be binding unless made in writing and signed by an authorised director of SERVWAY LTD.
4. CAPACITY OF SERVWAY LTD
4.1 SERVWAY LTD operates worldwide as an international marine services coordinator, commercial intermediary, procurement specialist and agent.
4.2 Unless expressly agreed otherwise in writing, SERVWAY LTD acts solely as an intermediary in arranging the procurement, coordination and supply of Goods and Services through independent Service Providers.
4.3 SERVWAY LTD does not perform, supervise or control the physical execution of works unless expressly agreed under a separate written agreement.
4.4 SERVWAY LTD shall not be deemed to be the manufacturer, the repair yard, the employer of any personnel, the principal contractor, the ship manager, the technical manager, the operator of the Vessel, the owner of the Goods; or, the physical performer of the Services.
4.5 SERVWAY LTD shall at all times be deemed to act as agent or commercial intermediary for a disclosed Principal unless expressly agreed otherwise in writing.
5. APPOINTMENT OF SERVICE PROVIDERS
5.1 SERVWAY LTD may appoint one or more independent Service Providers to perform any part of the Services.
5.2 The selection of the Service Provider shall remain entirely at the discretion of SERVWAY LTD unless otherwise agreed in writing.
5.3 SERVWAY LTD may replace or substitute any appointed Service Provider where operational, technical, commercial or safety considerations make such replacement reasonably necessary.
5.4 Each Service Provider shall remain an independent contractor.
5.5 Nothing contained herein shall create any partnership, employment, agency or joint venture between SERVWAY LTD and any Service Provider.
6. QUOTATIONS
6.1 Unless otherwise stated, quotations remain valid for fifteen (15) calendar days from the date of issue.
6.2 Quotations are based upon the information supplied by the Client and information available at the time of preparation.
6.3 Any change in scope, vessel condition, location, specification, schedule or operational circumstances may result in revised pricing.
6.4 Quotations exclude any work not specifically described.
6.5 SERVWAY LTD reserves the right to withdraw or revise any quotation prior to acceptance.
7. ORDERS & CONTRACT FORMATION
7.1 A binding contract shall arise upon the earliest of a) written acceptance of SERVWAY LTD’s quotation, b) issuance of a Purchase Order, c) written or email instruction requesting commencement of work, d) commencement of the Services, e) acceptance of delivery of Goods; or, f) payment of any invoice relating to the Order.
7.2 Verbal instructions confirmed by email shall constitute valid Orders.
7.3 Cancellation of an accepted Order shall be subject to SERVWAY LTD’s written approval and may be subject to cancellation charges.
8. PRICES
8.1 Prices are based on the scope described in the quotation.
8.2 Unless expressly stated otherwise, all prices exclude VAT, customs duties, import taxes, port charges, agency fees, class attendance, survey costs, freight, accommodation, travel, visas; and, any third-party charges.
8.3 Additional work requested by the Client shall be charged separately.
8.4 Currency exchange fluctuations occurring after quotation may entitle SERVWAY LTD to revise pricing where the underlying costs have materially changed.
9. ADDITIONAL WORKS
9.1 Any work outside the agreed scope shall constitute Additional Works.
9.2 SERVWAY LTD may proceed with Additional Works where authorised by the Client, instructed by the Vessel’s Master, instructed by the Chief Engineer, required for safety, required to complete the original scope.
9.3 Additional Works shall be invoiced at SERVWAY LTD’s applicable rates unless otherwise agreed.
10. CLIENT OBLIGATIONS
10.1 The Client shall provide all information reasonably necessary for SERVWAY LTD to arrange the Services.
10.2 The Client shall ensure that the Vessel is ready to receive the Services.
10.3 The Client shall obtain all permits, approvals and authorisations required by port authorities, flag administrations and classification societies unless otherwise agreed.
10.4 The Client shall provide safe access to the Vessel and work location.
10.5 The Client shall ensure compliance with all applicable health, safety and environmental regulations.
11. EXECUTION OF SERVICES
11.1 Services shall be arranged using commercially reasonable efforts.
11.2 Estimated attendance dates are approximate only.
11.3 SERVWAY LTD shall not guarantee arrival or completion times affected by operational circumstances beyond its reasonable control.
11.4 Service Providers shall determine the practical method of performing the Services in accordance with applicable professional standards.
12. DELAYS
12.1 SERVWAY LTD shall not be liable for delays caused by weather, sea conditions, port congestion, customs, immigration, port authorities, class societies, flag administrations, strikes, labour shortages, security restrictions, war, sanctions, force majeure, vessel readiness, cargo operations, bunkering, pilot availability, tug availability; or, any event beyond SERVWAY LTD’s reasonable control.
12.2 Waiting time and standby charges may apply where delays are attributable to the Client or the Vessel.
13. COMPLETION & ACCEPTANCE
13.1 The Client agrees that any Service Report, Work Completion Certificate, Delivery Note, Timesheet, Attendance Report, Inspection Report, Commissioning Report, Material Receiving Note or any other operational document signed by the Vessel’s Master, Chief Engineer or any authorised representative shall constitute conclusive evidence that the relevant Goods and/or Services have been delivered, completed and accepted.
13.2 The absence of the Vessel’s stamp shall not invalidate such documentation where an authorised signature has been obtained.
13.3 Electronic signatures, scanned copies and digitally transmitted documents shall have the same evidential effect as original signed documents, to the extent permitted by applicable law.
13.4 Unless written notice of any alleged deficiency is received within forty-eight (48) hours after completion or delivery, the Goods and/or Services shall be deemed accepted without reservation.
14. PAYMENT TERMS
14.1 Payment shall be made strictly in accordance with the payment terms stated in SERVWAY LTD’s quotation or invoice.
14.2 Time for payment shall be of the essence.
14.3 The Client shall not withhold, deduct, offset or delay payment by reason of any dispute unless required by mandatory law.
14.4 Partial completion of the Services shall entitle SERVWAY LTD to issue interim invoices.
14.5 Payments shall be made free of all bank charges, deductions, withholding taxes or set-offs unless required by applicable law.
15. TAXES, INTEREST & COLLECTION COSTS
15.1 All taxes, duties, levies, customs charges and governmental fees arising in connection with the Goods or Services shall be borne by the Client unless expressly stated otherwise.
15.2 Any withholding tax required by law shall be grossed up so that SERVWAY LTD receives the full amount invoiced.
15.3 Any invoice remaining unpaid after its due date shall accrue interest at the rate specified on the invoice or, where no rate is specified, at the maximum rate permitted by applicable law.
15.4 The Client shall indemnify SERVWAY LTD for all reasonable costs incurred in recovering overdue amounts, including legal fees, collection agency costs, arbitration costs and court fees.
15.5 Acceptance of late or partial payment by SERVWAY LTD shall not constitute a waiver of any rights or remedies available under these Master Conditions or applicable law.
16. WARRANTIES
16.1 Unless expressly agreed otherwise in writing, SERVWAY LTD provides no independent warranty in respect of any Goods or Services supplied or performed by any Service Provider.
16.2 Any warranty applicable to the Goods or Services shall be limited exclusively to the warranty, if any, provided by the relevant manufacturer or Service Provider.
16.3 SERVWAY LTD shall, upon reasonable request by the Client, use commercially reasonable efforts to facilitate communication between the Client and the relevant Service Provider concerning any warranty claim, without assuming any liability for the outcome of such claim.
16.4 Warranty claims shall not suspend or delay the Client’s obligation to make payment.
16.5 No warranty shall apply where any defect results from misuse, improper operation, lack of maintenance, normal wear and tear, corrosion, accidental damage, unauthorised modification, third-party intervention; or, failure to follow manufacturer’s recommendations.
17. LIMITATION OF LIABILITY
17.1 SERVWAY LTD shall not be liable for any indirect, incidental, special, punitive or consequential damages whatsoever.
17.2 Without limitation, SERVWAY LTD shall not be liable for loss of profit, loss of hire, off-hire, demurrage, detention, charterparty claims, cargo claims, pollution claims, loss of contracts, business interruption, loss of goodwill, loss of production, delay damages, liquidated damages, consequential economic loss.
17.3 The aggregate liability of SERVWAY LTD arising from any individual Order shall not exceed the total amount actually received by SERVWAY LTD for that specific Order.
17.4 Nothing contained herein shall exclude liability which cannot legally be excluded under applicable law.
18. SERVWAY’S STATUS AS AGENT
18.1 SERVWAY LTD acts solely as an international marine services coordinator, commercial intermediary and agent unless expressly agreed otherwise in writing.
18.2 SERVWAY LTD shall not be considered manufacturer, repair yard, physical contractor, employer, technical operator, ship manager, principal contractor, owner of supplied Goods.
18.3 The Client acknowledges that SERVWAY LTD arranges Goods and Services through independent Service Providers.
18.4 SERVWAY LTD shall not be responsible for supervising the day-to-day execution of physical works carried out by any Service Provider unless expressly agreed in writing.
19. LIABILITY FOR SERVICE PROVIDERS
19.1 Each Service Provider performs its work independently and under its own responsibility.
19.2 SERVWAY LTD shall not be liable for negligence, errors, omissions, defective workmanship, defective materials, delays, insolvency, breach of warranty, breach of contract, failure to perform, acts or omissions, of any Service Provider.
19.3 Claims relating to workmanship, quality, warranty or performance shall be directed solely against the relevant Service Provider.
19.4 SERVWAY LTD may assist in coordinating communications but assumes no liability for the resolution of such claims.
20. ACCEPTANCE OF GOODS & SERVICES
20.1 The Client agrees that any of the following documents signed by the Master, Chief Engineer, Superintendent or any authorised representative of the Vessel shall constitute conclusive evidence that the Goods and/or Services have been satisfactorily delivered and accepted Service Reports, Delivery Notes, Work Completion Certificates, Attendance Reports, Timesheets, Commissioning Reports, Diving Reports, Inspection Reports, Material Receiving Notes, Spare Parts Delivery Notes, Electronic Reports, Photographic Records, Video Records.
20.2 Electronic signatures, scanned copies and digitally transmitted documents shall have the same legal effect as original signed documents to the extent permitted by applicable law.
20.3 Failure to notify SERVWAY LTD in writing of any alleged deficiency within forty-eight (48) hours shall constitute unconditional acceptance.
21. CLIENT PAYMENT OBLIGATIONS
21.1 The Client remains fully responsible for payment of all invoices issued by SERVWAY LTD.
21.2 Payment obligations shall survive sale of the Vessel, transfer of ownership, change of management, change of operator, charter termination, arrest of the Vessel, insolvency, restructuring, liquidation, sanctions affecting the Vessel.
21.3 No dispute between the Client and any third party shall entitle the Client to withhold payment due to SERVWAY LTD.
22. SERVICE PROVIDER PAYMENT PROTECTION
22.1 Where Goods or Services are supplied by an independent Service Provider appointed by SERVWAY LTD, the Client acknowledges that payment for such Goods or Services remains its sole responsibility.
22.2 The Client acknowledges that the relevant Service Provider may pursue any legal remedies available under applicable law directly against the Client or any legally liable party.
22.3 SERVWAY LTD shall not be liable for any legal proceedings commenced by any Service Provider arising from non-payment by the Client.
22.4 Nothing contained herein shall constitute a payment guarantee by SERVWAY LTD.
23. RELATIONSHIP WITH SERVICE PROVIDERS
23.1 Every Service Provider acknowledges that SERVWAY LTD acts solely as commercial intermediary and agent.
23.2 SERVWAY LTD shall not be regarded as purchaser, end-user or principal debtor.
23.3 Unless expressly guaranteed in writing by two authorised directors of SERVWAY LTD, SERVWAY LTD assumes no personal liability for payment of any Service Provider invoice.
23.4 The Service Provider agrees that any unpaid invoice shall be pursued directly against the Client and/or any legally liable party.
23.5 The Service Provider expressly waives any right of recourse against SERVWAY LTD for unpaid invoices except where SERVWAY LTD has expressly accepted liability in writing.
24. NO PERSONAL GUARANTEE
24.1 No quotation, Purchase Order, Work Order, Service Order, invoice, email, attendance request or other correspondence issued by SERVWAY LTD shall constitute a personal guarantee of payment.
24.2 No employee, representative or agent of SERVWAY LTD has authority to issue a payment guarantee unless approved by two authorised directors.
25. ASSIGNMENT OF RECEIVABLES
25.1 SERVWAY LTD may assign, transfer or charge any receivable arising under these Master Conditions.
25.2 SERVWAY LTD may appoint collection agents, lawyers or affiliated companies to recover outstanding amounts.
25.3 Payment made to any bank account nominated in writing by SERVWAY LTD shall constitute valid payment.
26. COMPLIANCE & SANCTIONS
26.1 SERVWAY LTD reserves the right to refuse, suspend or terminate any Order where sanctions, export control regulations, AML requirements or compliance concerns arise.
26.2 SERVWAY LTD shall not be liable for any delay or cancellation resulting from compliance with applicable laws or regulatory requirements.
26.3 The Client warrants that neither it nor the Vessel is engaged in any unlawful activity.
27. ANTI-BRIBERY & ANTI-CORRUPTION
27.1 The Parties shall comply with all applicable anti-bribery and anti-corruption legislation.
27.2 No payment, gift, commission or benefit shall be offered or accepted for an unlawful purpose.
27.3 SERVWAY LTD may immediately terminate any Order where corruption is suspected.
28. ANTI-MONEY LAUNDERING & KYC
28.1 SERVWAY LTD may request corporate documents, identification, beneficial ownership information or any other documentation required for compliance purposes.
28.2 Failure to provide requested documentation may result in suspension or cancellation of the Order.
29. CONFIDENTIALITY
29.1 Each Party shall keep confidential all commercial, financial and technical information obtained during the performance of the Order.
29.2 Confidential information shall not be disclosed except with written consent, where required by law, where required by insurers, where required by legal advisers, where required for debt recovery.
29.3 This obligation shall survive termination of the contractual relationship.
30. DATA PROTECTION & INTELLECTUAL PROPERTY
30.1 SERVWAY LTD may process personal and commercial data for the purposes of performing the Services, complying with legal obligations and protecting its legitimate business interests.
30.2 All drawings, reports, quotations, calculations, photographs, procedures, methodologies, technical documentation and intellectual property prepared or supplied by SERVWAY LTD shall remain the exclusive property of SERVWAY LTD unless otherwise agreed in writing.
30.3 The Client shall not reproduce, distribute or disclose such intellectual property without SERVWAY LTD’s prior written consent.
31. FORCE MAJEURE
31.1 SERVWAY LTD shall not be liable for any delay, suspension or failure in the performance of any Order where such delay or failure results directly or indirectly from any event beyond its reasonable control.
31.2 Force Majeure events shall include, without limitation Acts of God, adverse weather or sea conditions, storms, hurricanes, floods or earthquakes, fire or explosion, war (declared or undeclared), armed conflict, terrorism, piracy, civil unrest or riots, strikes, lockouts or labour disputes, epidemics or pandemics, quarantine restrictions, sanctions or export control measures, governmental actions, changes in laws or regulations, customs restrictions, port closures or congestion, failure of utilities or communications, cyber-attacks, breakdown of transportation networks; and, any other event beyond the reasonable control of SERVWAY LTD or the appointed Service Provider.
31.3 Where a Force Majeure event occurs, SERVWAY LTD shall be entitled to suspend or cancel the affected Services without liability.
32. INSURANCE
32.1 Each Party shall maintain such insurance as is appropriate for its respective business activities and legal obligations.
32.2 SERVWAY LTD shall not be responsible for arranging insurance covering the Client’s Vessel, cargo, machinery, equipment or liabilities unless expressly agreed in writing.
32.3 The Client remains responsible for ensuring that the Vessel maintains adequate Hull & Machinery, Protection & Indemnity (P&I), and any other insurance required for the intended operations.
33. CLIENT INDEMNITY
33.1 The Client shall indemnify, defend and hold harmless SERVWAY LTD, its directors, officers, employees and agents against all claims, liabilities, damages, losses, costs and expenses arising from inaccurate information supplied by the Client, breach of these Master Conditions, unsafe working conditions on board the Vessel, failure to obtain permits or approvals, non-payment by the Client, claims made by third parties arising from the Client’s acts or omissions; and, any negligence or misconduct of the Client or its representatives.
33.2 This indemnity shall survive completion or termination of the relevant Order.
34. VESSEL SALE, CHANGE OF OWNERSHIP OR MANAGEMENT
34.1 The sale, transfer or change of ownership of the Vessel shall not affect the Client’s obligation to pay all outstanding amounts due to SERVWAY LTD.
34.2 Any change of technical manager, commercial manager, operator or charterer shall not release the Client from its contractual obligations.
34.3 The Client shall immediately notify SERVWAY LTD of any proposed change affecting the Vessel.
34.4 SERVWAY LTD reserves the right to suspend further Services until payment arrangements satisfactory to SERVWAY LTD have been confirmed.
35. NON-PAYMENT AND ENFORCEMENT
35.1 Where any invoice remains unpaid after its due date, SERVWAY LTD may, without prejudice to any other rights suspend ongoing Services, refuse future Orders, withhold reports, certificates or documentation where legally permissible, appoint debt collection agencies, commence legal proceedings, commence arbitration proceedings, assign the debt to a third party, exercise any contractual or legal remedy available.
35.2 The Client shall remain liable for all legal and recovery costs incurred by SERVWAY LTD.
36. NOTICES
36.1 Any notice required under these Master Conditions shall be given in writing.
36.2 Notice may be served by email, courier, registered mail, recognised international delivery service.
36.3 Notice sent by email shall be deemed received on the day of transmission unless a delivery failure notification is received.
37. ASSIGNMENT
37.1 SERVWAY LTD may assign, novate or transfer any rights or obligations arising under these Master Conditions to any affiliated company or third party.
37.2 The Client shall not assign any rights or obligations without the prior written consent of SERVWAY LTD.
38. SEVERABILITY
38.1 If any provision of these Master Conditions is found to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.
38.2 Any invalid provision shall be interpreted or replaced to achieve, as nearly as possible, the original commercial intention of the Parties.
39. WAIVER
39.1 No failure or delay by SERVWAY LTD in exercising any right shall constitute a waiver of that right.
39.2 Any waiver shall be effective only if made in writing and signed by an authorised director of SERVWAY LTD.
40. ENTIRE AGREEMENT
40.1 These Master Conditions, together with any quotation, Purchase Order or written agreement issued by SERVWAY LTD, constitute the entire agreement between the Parties.
40.2 They supersede all previous negotiations, understandings, representations or agreements relating to the relevant Order.
40.3 No oral statement or representation shall modify these Master Conditions.
41. GOVERNING LAW
41.1 These Master Conditions and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Cyprus.
41.2 Mandatory provisions of applicable international conventions shall apply where legally required.
42. ARBITRATION
42.1 Any dispute, controversy or claim arising out of or relating to these Master Conditions, including any question regarding their existence, validity, interpretation, performance, breach or termination, shall be finally resolved by arbitration.
42.2 The arbitration shall be conducted in accordance with the London Court of International Arbitration (LCIA) Rules, which Rules are deemed incorporated into this clause.
42.3 The seat of arbitration shall be London, England.
42.4 The language of the arbitration shall be English.
42.5 Unless otherwise agreed, the arbitral tribunal shall consist of one arbitrator. Where the amount in dispute justifies it under the applicable LCIA Rules, the tribunal may consist of three arbitrators.
42.6 The arbitral award shall be final and binding upon the Parties.
43. SURVIVAL
43.1 The following provisions shall survive completion, cancellation or termination of any Order Payment obligations, Limitation of Liability, Indemnities, Confidentiality, Intellectual Property, Compliance, Governing Law, Arbitration, Collection Costs, Any provision intended by its nature to survive termination.
44. VERSION CONTROL
44.1 SERVWAY LTD reserves the right to amend these Master Conditions from time to time.
44.2 The version published on the official SERVWAY LTD website on the date an Order is accepted shall apply unless expressly agreed otherwise in writing.
44.3 The Client is responsible for ensuring that it has reviewed the current version before placing an Order.
45. ACCEPTANCE OF MASTER CONDITIONS
45.1 By issuing an Order, requesting SERVWAY LTD to commence work, accepting any Goods or Services, accepting delivery, signing any Service Report, Work Completion Certificate, Delivery Note, Timesheet or other operational document, making any payment, or otherwise continuing with the transaction, the Client irrevocably confirms that it has read, understood and accepted these Master Conditions of Business.
45.2 Acceptance may be evidenced by, without limitation a signed quotation, a Purchase Order, an email instruction, written confirmation, commencement of the Services, acceptance of Goods, signature by the Vessel’s Master, Chief Engineer, Superintendent or any authorised representative, electronic confirmation; or, any conduct clearly indicating acceptance of the transaction.
45.3 These Master Conditions shall apply to every quotation, Purchase Order, Work Order, Service Order, invoice, confirmation, statement of account and any other commercial document issued by SERVWAY LTD unless expressly varied by a written agreement signed by two authorised directors of SERVWAY LTD.
45.4 These Master Conditions supersede all previous versions and shall remain in force until amended or replaced by SERVWAY LTD.