TERMS AND CONDITIONS OF SALE
LINKS MARINE SERVICES S.L.
In these terms and conditions of sale the following expressions shall have the following meanings:
‘Company’ means Links Marine Services S.L, Calle Licorers, Nave 8D, Poligono de Marratxi, 07141, Mallorca Cif B57048282.
‘Customer’ means the person, firm, organisation or corporation with whom the Company contracts for the sale of the products and services.
‘Yacht’ means any type of vessel, ship, boat, motor boat, motorcycle boat, craft, house etc, on which the works are to be performed.
‘Goods’ means the goods and any instalment of goods or any part thereof to be supplied by the Company to the Customer in accordance with these terms and conditions.
`Works’ means any service provided by the Company to Customer, including as a matter of example those performed on or for a yacht (as defined above) or those related to the modification, repair, manufacture, supply or installation of goods or otherwise and where the contract is for work and materials or work and includes the supply of labour.
‘Additional works’ means any extra work in addition to the contracted works.
‘Estimate’ means approximate cost of labour and material this is liable to variation of 20 %.
‘Quote’ means a fixed price for the goods or works.
‘Contract’ means the contract for the sale and purchase of the goods and services incorporating these terms and conditions arising from the Customer acceptance of the attached Estimate or Quote.
‘Writing’ includes facsimile transmission, email, Whatsapp and comparable means of communication.
- These conditions shall be deemed to be incorporated into any contract between the Company and the Customer and shall override any terms or conditions which are
- These conditions are originally written in Spanish language and Spanish version is the only applicable. This English version is only for informative purposes. The parties agree that whatever the meaning of the English words are, those words and meaning can in no way be used for interpretation purposes.
- No modification of these conditions shall be effective unless made by an express written agreement between the parties. The signing by the Company of any of the Customer’s documentation shall not imply any modification of these conditions.
- No order which has been accepted by the Company may be cancelled by the Customer except with the express consent in writing of the Company and on terms that the Customer shall indemnify the Company against all loss, damage, claims or actions arising out of such cancellation unless otherwise agreed in writing.
- Price, quotations and estimates are subject to withdrawal at any time before receipt of an order from the Customer and shall be deemed withdrawn unless so accepted within 30 days from their date.
- All prices are quoted exclusive of IVA. Carriage shall be charged in addition to the price unless otherwise expressly agreed in writing by the Company. In certain circumstances goods may be zero rated. It is the responsibility of the Customer to determine whether zero rating applies and guidance is available from the local customs and excise office.
- In the event of any alteration or amendment to an order requested by the Customer and agreed by the Company, the Company shall be entitled to adjust the contract price to reflect such alteration or amendment.
- The contract price, if not stated in the estimate/quotation or agreed verbally between the Company and the Customer, shall be based on time and material.
- The Customer acknowledges and accepts that the attached Estimate/Quote is issued on the basis of the works requested by the Customer, the information expressly supplied by
the Customer, and physical condition of the yacht as can be seen through an ordinary visual inspection at the time of quoting.
- Any error or omission in the estimate or quotation issued by the Company shall be subject to correction without any liability on the part of the Company.
4.- Terms of payment.
- The Contract Price plus taxes shall be payable in Euros by the Customers free of all bank or exchange control regulations charges, in accordance with the following payment terms:
- If the Customer has credit facilities with the Company the price for goods and or works shall be paid by the Customer within 30 days of the date of the relevant invoice.
- If no credit facilities the Customer shall pay 50% of the Estimate/Quote upon acceptance and signing of the contract with the remaining 50% payable upon completion and approval of works upon receipt of invoice.
- Any outstanding balance owed by the Customer will be charged with interest at the rate of 6% per annum on daily basis. The Company shall in addition be entitled to recover from the Customer all costs and expenses incurred in seeking recovery of all payments due.
5.- Property and Company’s lien.
- The property in the goods shall not pass to the Customer until the Company has received payment in full for the goods and all other sums due which are or become due to the Company and for which payment is then due.
- In addition to any right of lien to which it may be by law entitled the Company shall be entitled to a general lien on all goods of the Customer in the Company’s possession (although such goods or some of them may have been paid for) for all sums, whether liquidated or quantified or not, due from the Customer to the Company. The Company shall not be liable for loss of or damage to the Customers property in the Company’s possession either as a result of the exercise by the Company of its lien or otherwise.
- Unless goods are defective the Company will not accept goods returned unless previously agreed in writing. Carriage for returned items are at the Customer’s expense except for warranty claims.
- All deposits are deemed non refundable.
7.-Performance of the Works.
- The Works shall be performed in accordance with best local practise using appropriate quality materials and to the reasonable satisfaction of the Customer.
- The Company shall make all efforts to deliver the works or the goods in a reasonable time, but cannot accept any liability for delay whatever the consequences be. Should the Company mention a date of delivery, this date must be understood solely as an estimate date.
- The Company shall have the right to sub-contract some or all of the works
- Responsibility for the yacht`s safety rests with the Customer. The Company shall comply at all times with the yacht’s safety procedures. The Company shall ensure that the works are carried out safely in accordance with Spanish Health and Safety requirements.
- Should any of the specified materials or equipment not be available at the time required for use in the Vessel, the Company shall have the right to use other suitable materials or equipment of equivalent standard in replacement thereof, subject to the agreement of the Classification Society and the Customer, the latter’s consent not to be unreasonably withheld.
- Any overtime carried out by the Company to complete the Works within the Contract Period shall be for their account, except where such overtime is due to a request from Customers or to an act, wrong information or any other cause attributable to or provided by the Customer, in which case any overtime shall be subject to extra cost.
- Satisfactory completion of the Works will be confirmed by the agreed final work list signed by both parties. The Company shall rectify defective works identified before completion without extra cost to the Customers in accordance to these conditions. If there is a dispute at completion as to the extent or nature or method of such rectification then either party have the right to refer the matter to the Classification Society surveyor, whose opinion on the matter will be binding for both parties.
- Once the services have been completed, the Customer shall withdraw the yacht or goods, if in the Company’s premises, without delay. Otherwise, the Company shall be entitled to recover the storing costs and this cost shall be added to the services’ invoice and payable at the same time as the price.
8.- Approvals and Certificates.
- The Company shall be responsible for obtaining all necessary approvals and certificates of whatsoever nature relating to the Works as required by the Companys’ regulatory bodies.
The Customers shall provide any reasonable assistance that may be required in this respect.
- The Customers shall be responsible for obtaining and maintaining any approvals or certificates relating to the Vessel and the Works as required by the Customers’ regulatory bodies. The Company shall provide any reasonable assistance that may be required in this respect.
9.- Conditions and Warranties
- Subject to the conditions the Company warrants that the Works will correspond with the specifications and will be free from defects in material and / workmanship.
- The Company guarantees the works carried out for a maximum period of 12 months from completion date. During the guarantee period, the Company undertakes to repair any defects that arise exclusively from the works carried out by the Company because of faulty construction, excluding those defects attributed to failure of parts supplied by third parties. Warranty does not cover misuse, abuse, non-intended use of pieces or materials (including racing) , or lack of adequate maintenance.
- This warranty applies exclusively to the work needed to repair any defect for which the Company is liable as per these terms and conditions, and excludes compensation for any damage or loss, whether or not consequential to the works or to the repair works.
- In the event of any warranty work being necessary, such work will be carried out by the Company in Palma de Mallorca unless the client agrees to pay in advance all reasonable travel, accommodation and displacement costs in order to have the works completed in another location.
- The Customer warrants that he has provided the Company with all necessary info/documents to duly evaluate the costs, risks and way of performing the repairs. There is no obligation for the Company to check the accuracy of any information/documents provided by the Customer. The Customer shall be responsible for ensuring the accuracy of the terms of any order including any applicable specifications, including all boat plans and drawings, submitted by the Customer.
10.- Liability, Compensations and Exclusions.
- Upon delivery of the yacht or in general the works the Customer shall examine them for completeness or damage and notify the Company of any issues. If the Customer fails to do
so within 7 days or having done so the Customer does not notify the Company that the goods or service supplied are not in accordance with the contract specifying the matters complained of, then the Customer shall be conclusively deemed to have accepted that the goods are in accordance with the contract and shall not be entitled to claim damages or compensation from the Company upon any basis.
- Except as otherwise provided in Clause 9.4 (Guarantee) and clause 10.3, the Companys’ liability arising out of or in connection with this Contract, whether in contract or tort, shall be limited to the Companys’ total liability stated in their insurance.
- Liability for loss of profits, loss of use, unavailability of the yacht for operation or use, higher operational costs, special loss or any consequential loss whatsoever different from material damages arising out of any breach of its obligations, whether in contract or tort, shall be strictly limited to the net invoice value of the goods or works.
- No liability whatsoever for delay is accepted.
- Except as otherwise provided in Clause 9, the Companys´liablility arising out of or in connection with this contract of whatsoever nature and however arising shall cease at completion.
- The Company accepts no liability in respect of any representation made by the Customer or its agents or employees to the Company before the order was accepted.
- All implied terms or conditions and warranties whether statutory or otherwise as to the correspondence of the goods/works to any description or satisfactory quality of the products or the fitness of the goods for any purpose whatsoever whether made known to the Company or not are hereby excluded from the order. It is the absolute obligation of the Customer to ensure that the goods/Works are suitable and fit for the purpose for which they are being purchased.
- Where the goods are to be maintained in accordance with designs drawings specifications and other data supplied by the Customer then provided that the goods are so manufactured the Company shall not be liable to the Customer in contract or tort including negligence or breach of statutory duty for any loss or damage which the Customer may suffer because the goods subsequently prove to be unsuitable for the purpose or purposes for which the Customer required them or prove not to be satisfactory quality or any other loss or damage which the Customer may suffer whether in contract or tort including negligence and breach of statutory duty or otherwise whatsoever.
- Without prejudice to the provision stated in Clause 11, the Customer shall indemnify the Company in respect of all damage injury or loss occurring to any person or property and against all actions suits claims demands charges or expenses in connection therewith arising from the condition or use of the yacht or the goods in the event and to the extent that the damage injury or loss shall have been occasioned partly or wholly by force majeure the carelessness of the Customer or his servants or agents or by any breach by the Customer of its obligations to the Company hereunder.
- The Company shall be under no liability to the Customer resulting directly or indirectly from any drawing design or other data supplied to the Company by the Customer or its employees or agents and in conformity with which the Company is to fabricate or procure the supply of goods. Nor shall it be deemed responsible for any issues arriving from unseen problems on the vessel or its parts where areas were inaccessible at time of estimate.
11. Risks, acts of God and force majeure.
11.1 The Works are performed at Customers’ risk and Customer is liable for any damage caused by the Works except when fault or negligence can be found at the Company’s side. Consequences arising from force majeure, acts of God or causes beyond the Company’s control are to be beared by Customer. Without prejudice to the generality of the foregoing, and without limitation, the following shall be regarded (whether affecting to the Company’s employees, to the Company itself or to third parties) as causes beyond the Company’s control: explosion, flood, tempest, epidemic, fire or accident, war, threat of war, sabotage, insurrection, civil disturbance, acts of governments, import or export restrictions or regulations, strikes, lockouts, or other industrial actions or disputes whether involving employees of the Company or third parties, difficulties in obtaining raw materials and supplies, power and machinery failures, theft, and the like.
- Company’s Insurances – The Company shall effect and maintain, at no cost to the Customer, liability insurance for material damages (but not for any type of consequential damages) with a reasonable limit of coverage and shall, at the Customers’ request, make immediately available to the Customer copies of insurance policies to provide evidence and details of cover.
- Customers Insurances – The Customers shall effect and maintain, at no cost to the Company, Protection and Indemnity Insurance, Hull and Machinery Insurance and War Risks Insurance and Insurance providing coverage for such loss and damage for which the
Customers may be held liable to the Company under this Contract and shall, at the Company’s request make immediately available to the Company copies of insurance policies to provide evidence and details of the cover.
13.- Applicable Law and jurisdiction clause.
The contract, the services, the works, these conditions and any consequence or dispute thereof shall be governed and construed in accordance with Spanish law and both parties expressly submit themselves to the jurisdiction and competence of the courts of Palma de Mallorca.