General Terms and Conditions

1. Applicability

1.1. These Conditions shall be deemed to be exclusive and complete and shall apply to the sale of spare parts or maintenance, repair, inspection and other services performed by the Seller, to the extent that they do not conflict with the provisions either contained in the Seller's order confirmation or otherwise expressly confirmed by the Seller in writing. In these Conditions, the following terms shall have the following meanings:

(a) “Contract” means the relevant Buyer’s order and the relevant Seller’s order confirmation or, if the parties have entered into a contract for such a sale, this Sales Contract. The Contract includes these Conditions and any reference to the Contract includes a reference to these Conditions;

(b) ‘Goods’ means all the goods which are the subject of the contract between the Seller and the Buyer, the limits of which are exhaustively specified in the contract, and any agreed addition or variation thereto;

(c) ‘Warranty Period’ means the period defined in Clause 13;

(d) “Party” means the Buyer or the Seller;

(e) ‘Buyer’ means the person, firm or company to whom the Seller agrees to sell the Goods or Services;

(f) ‘Seller’ means RS International Marine Service;

(g) ‘Services’ means all services, including but not limited to the provision of design services, that are the subject of the contract between the Seller and the Buyer and any agreed addition or variation thereto;

h) “Conditions” means these after-sale terms and conditions of RS International Marine Service. The singular includes the plural where appropriate and vice versa.

1.2 All delivery terms used in the documents relating to the Contract shall be interpreted in accordance with Incoterms 2000.

2. Acceptance of the conditions by the buyer

2.1 By entering into a contract with the Seller, the Buyer acknowledges and agrees that:

(a) it is a commercial transaction into which both parties enter voluntarily;

b) the contract contains exclusion and compensation clauses;

c) the Buyer has the opportunity to insure itself against all risks relating to or arising from the sale of the Goods and/or the Services and therefore the Buyer acknowledges that it is not unreasonable for the Seller to exclude or, where appropriate, limit its liability as set out below;

(d) the goods and services have been priced on the basis that the various liabilities of the seller have been effectively limited or excluded as provided below.

3. Contractual content

Our offers, deliveries and services are subject exclusively to these General Terms and Conditions. Deviating conditions of the buyer are not part of the contract. Conflicting conditions of the buyer only become part of the contract with the written consent of RS International Marine Service. Termination of the contract must be made in writing.

4. General

4.1 All offers are without obligation and all orders are accepted subject to these Conditions, which supersede all other conditions appearing in the Seller's catalogue or elsewhere and exclude all other conditions stipulated, incorporated or referenced by the Buyer in the order or in any negotiations and all previous dealings between the Seller and the Buyer unless expressly approved in writing by the Seller. All subsequent orders by the Buyer shall be deemed to have been placed subject to these Conditions.

4.2. The contract for the sale of goods or the provision of services shall be deemed concluded upon the issue of an order confirmation by the Seller or, in the case of an order transmitted orally, upon the issue of a written confirmation of acceptance by the Seller.

4.3 If after the Contract is made and before delivery the Buyer requests in writing that the design, specification, engineering, manufacture or components of the Goods be changed or varied in any way or that the Services to be provided be changed or varied, the Seller shall use its reasonable endeavours to comply with such request provided that the Buyer shall pay to the Seller immediately after the Seller's consent the full cost of any such change and/or variation and provided that the Seller shall not be liable for any delay caused in the delivery of the Goods and/or Services, any such delay being added to the contractual delivery date.

4.4. The Seller shall not be liable for damages to:

(i) Buyer’s property other than the Goods;

(ii) property of third parties; or

(iii) personal injury,

caused by the goods or services after they have been delivered or while they are in the possession of the Buyer. The Seller shall also not be liable for damage to products of which the Buyer's products form a part. Should the Seller be held liable to third parties for claims for damages arising from the damages described in this Section 4.4., the Buyer shall indemnify, defend and hold the Seller harmless. If a third party makes a claim for damages under this Section 4.4. against either party, the party in question shall immediately notify the other party in writing. The Seller and the Buyer shall be mutually obliged to submit to the court or arbitration tribunal examining claims for damages brought against either of them on the basis of damage allegedly caused by the goods. The limitation of the Seller's liability set out in this Section 4.4. shall not apply if the Seller is responsible for gross negligence.

4.5. Our offers are non-binding and are valid for a maximum of thirty days. Contracts are concluded exclusively through our written order confirmation or through the execution of the order, the service or the deployment of personnel.

4.6. We reserve the right to make technical and structural deviations from the descriptions and information provided in brochures, offers and written documents, as well as changes to services, design and materials in line with technical progress, without the customer being able to derive any rights from this. Information about our products (technical data, dimensions, etc.) and services is only approximate and inaccurate; it is not guaranteed unless the guarantee is expressly extended in writing.

4.7. We reserve the right of ownership and copyright to samples, drawings, cost estimates, etc., including those in electronic form. They may not be passed on to third parties without permission and must be returned immediately upon request.

4.8. Claims against us arising from the contract may only be assigned with written permission. We are entitled to cooperate with third parties in the fulfillment of our contractual obligations and to use subcontractors.

5. Place of performance and delivery

5.1 Unless otherwise agreed, the place of performance is the place where RS International Marine Service is established and/or the place where the work is to be carried out by the seconded employees. If the goods are not collected at the agreed time, RS International Marine Service may charge the usual storage fees.

5.2 All delivery dates are estimates only and the time of delivery shall not be of the essence of the Contract. The Buyer shall accept delivery of the Goods and/or Services before the agreed delivery date if early delivery is reasonable in the circumstances and does not entail unreasonable additional costs to the Buyer.

5.3 Should the Seller postpone delivery of the Goods at the Buyer's request or postpone or delay delivery due to any act, omission or breach attributable to the Buyer, the Buyer shall nevertheless make all payments contingent upon delivery by the agreed due date.

5.4. The Buyer shall not have the right to refuse delivery or acceptance of the Goods or Services due to minor defects or deficiencies, provided that the Seller agrees to remedy such defects after delivery of the Goods or Services in accordance with the Contract. If the Buyer fails to accept delivery on the due date, it shall within fourteen (14) days give written notice of its non-acceptance and the reasons therefor; otherwise, delivery shall be deemed to have been accepted on the due date and the Buyer shall make all payments, including but not limited to overdue interest, under the Contract as if the Goods/Services had been duly accepted on the due date.

5.5 If the Buyer fails to accept delivery of the Goods, he shall nevertheless make all payments contingent upon delivery for the undisputed portion of the delivery. Should it subsequently prove that the Buyer's failure to accept delivery was unfounded and the delivery or part thereof is deemed to have been delivered first, the due date for payment under the Contract contingent upon delivery shall be deemed to have been due on the delivery date and the Buyer shall pay overdue interest under the Contract on the amounts initially withheld.

5.6. If the Buyer refuses to accept delivery of the Goods on the due date, he must nevertheless arrange for the storage of the Goods at his own risk and expense. The Buyer must also insure the Goods at his own expense and expense.

5.7. If the Seller is prevented from delivering any part of the Goods and/or Services due to Force Majeure, the Seller shall deliver and the Buyer shall accept and pay for such parts of the Goods and/or Services as it is able to deliver or provide under the Contract.

5.8 The goods may be delivered in one or more shipments, unless otherwise expressly agreed in writing.

5.9. If we are not responsible for the delay, such as in the case of energy shortages, import difficulties, operational or transport disruptions, strikes, cases of unreasonable hardship or delays on the part of our suppliers, the performance period will be extended accordingly. If we are still unable to provide the service after a reasonable extension period, both we and the customer are entitled to withdraw from the contract. Claims for damages by the customer are excluded in this case. Costs incurred due to delays in connection with the installation or service are borne by the customer.

5.10. If we are responsible for the delay, the customer can withdraw from the contract in accordance with the statutory provisions. If the customer suffers damage due to the delay, the customer is entitled to demand a lump sum compensation. This amount is 0.5 percent for each full week of delay, but not more than 5 percent of the value of the part of the service that cannot be used on time or in accordance with the contract due to the delay.

6. PRICES AND PAYMENT CONDITIONS

6.1 Unless otherwise agreed in writing, all prices are "Ex Works" from RS International Marine Service's facilities ("EXW" / Incoterms 2000), exclusive of VAT (or similar taxes, levies and charges) and packaging. With regard to services (assembly, erection, repairs and similar services), RS International Marine Service will charge its then current hourly rates and prices for the goods used to provide such services; the time spent travelling to and from the construction site and waiting time on site will be considered working time. For overtime, night work and work on Sundays or public holidays, RS International Marine Service's then current surcharges will apply. Travel costs as well as the expenses invoiced by RS International Marine Service at that time will apply and will be invoiced separately.

6.2 Payments to RS International Marine Service shall be made without set-off or deduction (and free of costs, fees and the like) immediately upon receipt of the invoice.

6.3 The Seller may, at its sole discretion, require the Buyer to make an advance payment or provide a bank guarantee before the Seller accepts any order from the Buyer.

6.4 Unless otherwise agreed:

(a) the Goods are sold subject to payment in cash within 30 days of the Seller's notification that they or any part thereof are ready for dispatch. The Seller shall be deemed to have sufficiently delivered the Goods when he has notified the Buyer that the Goods are ready for dispatch;

b) All amounts due in connection with Services shall be paid within 30 days of the date of the Seller’s invoice.

6.5 If the Buyer defaults on any payment under the Contract, the Seller may suspend all or part of its obligations under the Contract or may defer performance of its obligations until payment is made without any liability on the part of the Seller, unless the Buyer's default is due to a proven act or omission on the part of the Seller.

6.6. The transport, packaging and storage costs for goods that RS International Marine Service has to pay to an upstream supplier will be borne by the contractual partner upon presentation of the relevant documentation in addition to the agreed price and the shipping costs in accordance with Clause IV.1.

6.7 In case of seconded personnel, RS International Marine Service will charge the hourly wages and additional costs incurred for said personnel. In addition, materials will be charged at the current price of the materials and the provision of certain tools will be invoiced as agreed in the contract.

6.8. Travel and waiting times are considered working hours. Travel and accommodation costs are borne by the contracting party. On-site travel costs (taxi, bus, etc.) are considered travel costs. Transport and insurance costs for materials, tools and other equipment are borne by the contracting party. In the case of flight bookings made by the contracting party, a return ticket must be provided. Times are calculated per calendar day away from the location where RS International Marine Service is based.

6.9. Invoices are due within 14 days net. Invoices are deemed to be accepted if no written objection is received within five days of the invoice date.

6.10. Should the applicable prices of our suppliers or other costs transferred to our products increase between the formation of the contract and the performance, we are entitled to increase the agreed prices accordingly.

6.11. In case of late payment, we are entitled to demand interest of 12,37% above the base rate set by the Deutsche Bundesbank.

6.12. In the event of reasonable doubts about the contractual partner's ability to pay, which relate to a fundamental deterioration in the contractual partner's financial profile, we are entitled to delay outstanding deliveries or services until appropriate security has been provided. If the contractual partner's payment obligations from current or previous legal transactions remain unfulfilled or if no security is provided, RS International Marine Service can withdraw from the contract after setting a reasonable grace period. In this case, RS International Marine Service can demand 30% of the value of the unexecuted orders as compensation.

6.13 The Customer's rights to reduce the amount to be paid or to refuse payment are excluded unless the payment was made undisputedly or with the force of law.

7. TRANSFER OF RISK

7.1 Unless otherwise agreed in writing, the risk of loss of the Goods in transit shall pass to the BUYER "Ex Works" RS International Marine Service's facilities ("EXW" - Incoterms 2000). If RS International Marine Service is obliged by written agreement to ship the Goods to the BUYER, the risk of loss of the Goods in transit shall pass to the BUYER upon delivery to the first carrier.

7.2 The risk passes to the customer as soon as the product has left our shipping warehouse or as soon as we have indicated that the product is ready for delivery. This also applies if we provide other services, in particular shipping costs. If acceptance is required, the risk passes at the time of acceptance.

8. Packaging

Unless the parties agree otherwise in writing, the Goods shall be packaged as the Seller considers appropriate to protect them against normal handling. Additional charges will be made to the Buyer for preservation, waterproofing and similar additional protection of the Goods, provided that such protection has been ordered by the Buyer.

9. Cancellation

The Buyer may not cancel the Contract without the prior written consent of the Seller, and if such consent is given it is expressly on the condition that the Buyer shall be liable to the Seller for all loss, damage, claim or action arising out of such cancellation unless otherwise agreed in writing.

10. Retention of property rights

10.1. The product delivered by us remains the property of RS International Marine Service (goods subject to retention of title) until all claims arising from the business relationship have been fully met by the contractual partner.

10.2. The contractual partner must insure the delivered item against all damage, including machine failure and theft, at his own expense for the duration of the retention of title and must provide the relevant evidence upon request from RS International Marine Service. The contractual partner hereby assigns all claims against the insurance to us.

10.3. If the contractual partner is in default of payment in full or in a significant amount of more than ten days and if a reasonable payment period has expired without payment, we can demand that the contractual partner return the goods subject to retention of title, even if we have not previously declared our withdrawal from the contract. The same applies if insolvency proceedings have been initiated against the contractual partner's assets and these have not been taken back within ten days. If the contractual partner does not return the goods or if the goods subject to retention of title are threatened by loss or spoilage, we are entitled to take possession of the property subject to retention of title. For this purpose, we may enter the premises in which the goods subject to retention of title are located. The contractual partner shall bear the costs of recovery. We can dispose of the goods subject to retention of title reclaimed at our own discretion and to our best advantage. If the amount received exceeds the amount demanded by us, the remainder belongs to the contractual partner.

10.4. In the course of normal business operations, the contracting party is entitled to sell, process, modify and combine the goods subject to retention of title. This applies to RS International Marine Service. The contracting parties agree that RS International Marine Service will become the owner of the newly created goods. In the event of a sale, the contracting party assigns all claims against the buyer resulting from the sale to RS International Marine Service as security.

10.5. The contracting party is responsible for ensuring that neither the effectiveness nor the enforceability of the retention of title is impaired if the goods are sold outside Germany. If the retention of title is not legally valid or enforceable under the law of the state in whose territory the goods were sold, the security that comes closest to the retention of title will be deemed to have been agreed. If an action by the contracting party is required, the contracting party is obliged to carry out this action immediately.

10.6. The granted rights of use and exploitation of copyrighted works can be freely revoked until the license fee has been paid in full and may not be transferred by the contracting party. This also applies if the relevant license conditions stipulate that the license has been granted irrevocably.

11. General obligations for the posting of personnel

11.1 RS International Marine Service dispatches service and installation technicians based on individual contractual agreements. Any information on foreseeable service or installation times are only non-binding estimates.

11.2. The employees of RS International Marine Service shall treat all information received in the course of the activities carried out for the contractual partner as confidential.

11.3. The contracting party is obliged to comply with the occupational health and safety law and the Working Hours Act, including the provision of first aid measures and facilities in accordance with the provisions of the accident protection law at the location to which the staff is sent (full operational protection). The contracting party must provide personal protective equipment. If the obligations are not met adequately, the posted employee may refuse to work. In this case, the contracting party is liable for the agreed payment.

11.4. The hours worked must be documented weekly on the forms provided for this purpose. The contracting party is obliged to check the accuracy of these and to sign them. Subsequent changes will be rejected by RS International Marine Service.

11.5. The contracting party shall provide the seconded personnel with all necessary employees, tools, operational resources (including energy and consumables) and other necessary equipment, unless otherwise agreed in writing. The employees provided by the contracting party are subject to the instructions of the employees seconded by RS International Marine Service. RS International Marine Service shall not be liable for the workers provided.

11.6 In case RS International Marine Service has agreed to provide services within the scope of its obligations, the BUYER shall assist RS International Marine Service in the provision of such services by providing (at its own expense and at such time and place as RS International Marine Service may request) the necessary number and types of auxiliary personnel, equipment and any other type of goods or assistance (e.g. winches, rails, electricity, etc.) required to provide the services. The above obligation of the BUYER shall apply regardless of whether the erection and assembly of the goods is included in the price contract or whether a lump sum has been agreed as compensation for the respective contract. All on-site infrastructure required for the provision of the services (e.g. foundations, power supply, etc.) must be completed prior to the arrival of RS International Marine Service personnel at the work site. In addition, it is the sole responsibility of the BUYER to take and maintain appropriate safety measures at the work site that are necessary to properly protect the personnel and equipment. RS International Marine Service shall not be liable for the acts or omissions of any auxiliary personnel assigned to it for the performance of its services or for any damage to or caused by the equipment and other goods provided to RS International Marine Service by the BUYER.

11.7 Installation and service personnel shall be provided with suitable rooms for work and other activities which are lockable and heated, including sanitary and washing areas.

11.8. The contracting party is obliged to accept the services after completion of the service or installation work as soon as this party is informed of the completion of such work. Acceptance may not be refused due to minor defects, provided that RS International Marine Service assumes the obligation to remedy the defects. Acceptance is deemed to have been granted one week after notification of completion, unless RS International Marine Service is responsible for the delay in completion. After acceptance, liability for defects that occur with regard to all defects of a type that can be identified is excluded, provided that the contracting party has reserved the right to assert a specific defect.

11.9 If the tools, equipment, etc. of the dispatched personnel are damaged, destroyed or removed from the installation site through no fault of the dispatched personnel, the Contracting Party shall be obliged to compensate for the damage, unless it is due to normal wear and tear.

11.10 RS International Marine Service is entitled to use subcontractors to fulfill its service commitments.

12. Hot Work

12.1 The labour provided by the Seller shall comply with the Seller's safety regulations and all other applicable safety regulations while working on board the Buyer's vessels and at the locations where the Services are performed. Hot work shall be carried out in accordance with such safety regulations.

12.2 The Buyer's designated representative for the Contract or the Master or other responsible person on board the Vessel or at the Location shall establish, implement and be responsible for all necessary safety means and measures. The Seller's labour shall be under the supervision of such person while on board the Vessel or at the Location.

12.3. All work carried out by the Seller's labour shall be under the supervision and responsibility of the Buyer and its representatives. All tanks and similar spaces shall be completely cleared of gas and the necessary gas-free certificate shall be obtained from the Buyer before the Seller carries out any welding or other hot work in such tanks or adjacent areas.

12.4 Where the Seller has accepted to carry out hot work on board a vessel, or where the crew is subsequently instructed to carry out hot work on board a vessel, the owner of the vessel or its representatives, officers or agents shall be solely responsible for giving due notice to the hull insurer of the increased risks involved in carrying out the hot work.

13. Claims due to defects (warranty)

13.1. Our liability extends to providing our products and services in accordance with the state of the art and as error-free as possible. Our liability is excluded:

a) if our products are not properly stored, installed, put into operation or used by the customer or third parties, in particular if the contracting party intervenes in the installation or modifies the installation;

b) in case of natural wear and tear;

c) in cases of improper maintenance, improper use or treatment, use for unsuitable purposes or intentional damage;

(d) if inappropriate operating resources are used;

e) in the event of damage caused by repairs or other work not expressly approved by us;

f) in the event of an increase in damage due to commissioning before repairs have been completed and/or continued use despite damage already being apparent.

13.2. Immediately after delivery of the goods and/or completion of the services, the BUYER shall thoroughly inspect the goods or services. Any damage, defects or other deviations from the order that the BUYER discovers as a result of this inspection shall be reported to RS International Marine Service immediately, but in no event later than 48 (forty-eight) hours after delivery of the goods and/or completion of the services. Any damage, defects or other deviations from the order that the BUYER could not reasonably have discovered during this thorough inspection and which subsequently become apparent shall be reported to RS International Marine Service immediately after they are discovered, but in no event later than 48 (forty-eight) hours after such discovery. In its notification, the BUYER shall indicate the damage, defect or other deviation from the order discovered, the number and date of the relevant delivery documents and/or invoice, and the circumstances under which such damage, defect or other deviation from the order became apparent. Should the BUYER fail to comply with any of the above requirements, the goods or services in question shall be deemed to have been accepted. The BUYER shall reimburse RS International Marine Service for costs incurred as a result of or in connection with an unjustified claim and/or a claim that does not comply with the above requirements.

13.3. RS International Marine Service warrants that the Goods and Services will be free from defects in materials and workmanship at the time of shipment or (in the case of Services) at the time of completion of their performance. Without prejudice to the provisions of clause 13.2, the warranty period for Goods shall be 6 (six) months after delivery or 500 hours of use, whichever occurs first. The burden of proof of any defect claimed by the BUYER to be covered by this warranty shall rest with the BUYER.

13.4 RS International Marine Service’s obligation and Buyer’s sole remedy under the warranty as set out in Section 5.4 shall be limited to either repairing or replacing, at RS International Marine Service’s option and expense, any Goods or Services (or any part thereof) found by RS International Marine Service to be defective (collectively referred to for the purposes of Sections 5.5 and 13.5 as “Remedies”). If RS International Marine Service repeatedly fails to comply with the Remedies and BUYER requests it, RS International Marine Service shall, at its option, either grant BUYER an appropriate price reduction or, if the unremedied defect is of such a nature and substance that BUYER is significantly impaired in the use of the Goods or Services, grant BUYER the right to terminate the relevant Contract. The Remedies are the only remedies available to BUYER. Ownership of the goods or parts thereof replaced by RS International Marine Service in the course of carrying out the remedies shall pass to RS International Marine Service. The costs of corrective measures carried out by the BUYER or by third parties engaged by the BUYER shall not be reimbursed by RS International Marine Service.

13.6 The implementation of the remedies shall under no circumstances extend the original warranty period.

13.7 The above warranty does not apply to:

13.7.1 Second-hand goods;

13.7.2 Normal wear and tear of goods (including their parts);

13.7.3 Damage to the Goods (including any part thereof) caused by improper operation, misuse or unauthorized use;

13.7.5 Damage or destruction of the goods caused by acts of third parties or force majeure;

13.7.6 Damage resulting from the operation of the Goods before the completion of their repair, as well as the operation of the Goods despite the occurrence of a defect;

13.7.7 Damage resulting from repair of the Goods (including parts thereof) by anyone other than RS International Marine Service which is not within the scope of commercial practice or which complies with usual standards;

13.8 In order to give RS International Marine Service the opportunity to remedy defects or replace defective parts, the BUYER shall grant RS International Marine Service a remedy period of not less than 14 (fourteen) calendar days from the receipt of a corresponding written request from the BUYER, to be sent to RS International Marine Service by registered mail; this remedy period shall be reasonably extended if the operating conditions of RS International Marine Service so require. Should RS International Marine Service decide to carry out the necessary corrective measures at the BUYER's facilities, the latter shall grant RS International Marine Service reasonable and safe access to the relevant Goods (or parts thereof).

13.9 If the goods to be corrected are located at a location other than the place of performance, RS International Marine Service shall bear the costs of the corrective action only to the extent that would have been incurred if the corrective action had been carried out at the place of performance.

13.10. Should the Goods (including any part thereof) actually infringe any copyright, trademark or patent granted in the country of RS International Marine Service's residence and should further such infringement prevent the BUYER from using the Goods (including any part thereof) or substantially impair its ability to use the Goods (including any part thereof), then RS International Marine Service shall, at its sole discretion and expense, either procure for the BUYER the right to use the Goods (including any part thereof) without liability to any third party that might result from the infringement given or replace the Goods or part found to be infringing with a non-infringing Good (or part) within a reasonable period of time. The foregoing constitutes the entire liability of RS International Marine Service with respect to infringement of copyright, trademark or patent by any Goods or any part thereof. In no event shall RS International Marine Service be liable for any infringement arising out of the manufacture, use or sale of the Goods or any part thereof or in connection with the combination of such Goods or parts with any equipment or thing not provided as part of the Order.

13.11 RS International Marine Service makes no representations or warranties of any kind with respect to the Goods (including any part thereof) or Services unless such representations and warranties have been expressly accepted by RS International Marine Service in writing. If any such representations and warranties have been made by RS International Marine Service in accordance herewith and if RS International Marine Service is in breach of any such representation or warranty, then the provisions of this Article 5 (in particular the provisions of Sections 5.3 to 5.12) shall apply accordingly.

13.12. In no event shall RS International Marine Service be liable to the BUYER for any misuse, abuse or other improper use of the Goods (including any part thereof) or for any modification of the Goods (including any part thereof) without the express prior written consent of RS International Marine Service. The BUYER shall indemnify and hold harmless RS International Marine Service, its affiliates, dealers or agents and their respective officers, directors and employees from and against all damages, costs (including attorneys' fees) and liabilities which the latter may suffer as a result of or in connection with such misuse, abuse or other improper use of the Goods (including any part thereof) or such unauthorized modification of the Goods (including any part thereof).

13.12 Any rights or claims of the BUYER (whether contractual or statutory) not set out above are hereby excluded. In particular, but without limitation, in no event shall RS International Marine Service be liable for any loss of profits, goodwill, right to use the Goods, time, inconvenience or other consequential or incidental damages suffered by the BUYER.

13.13 Replaced parts become the property of the Seller. Unless otherwise agreed, the Buyer shall bear the cost and risk of transport of defective parts and of repaired parts or parts supplied as replacements for such defective parts between the place where the Goods or the products provided with the Services are located and the nearest office of the Seller.

13.14. If repairs must be made on-site pursuant to this Section 15, Buyer shall be responsible for all reasonable travel, lodging or living expenses of Seller's employees, travel time, waiting time beyond Seller's control or work on property outside Seller's scope of delivery and all related costs of searching for or correcting defects. Services provided under warranty are based on a normal work week and are at Seller's expense. A normal work week shall be forty (40) hours spread over five (5) work days and shall not exceed eight (8) hours per day. Services provided outside the normal work week shall be billed to Buyer as overtime. Any waiting time for which Seller is not responsible shall be billed to Buyer as normal work time.

13.15 The warranty does not cover any consequential or indirect costs including but not limited to costs for lifting equipment, electricity, scaffolding, supporting work, unskilled labour, towing, mooring, diving, dismantling, assembly and similar matters which shall be borne by the Buyer.

13.16. If the Seller refuses to perform its obligations under this Section 15 or fails to do so with due care after being requested to do so, the Buyer may: a) either carry out the necessary work at the Seller's risk and expense, provided that it does so in a reasonable manner; or b) claim damages for any loss suffered by the Buyer as a result of such refusal or failure on the part of the Seller and which are reasonable in the circumstances. In both cases a) and b), the Seller's liability shall not exceed 15% of the purchase price payable under the Contract.

14. Liability

14.1. Our liability, regardless of the legal basis on which it is based, remains limited to intent and gross negligence.

14.2. All restrictions on action provided for in these General Terms and Conditions do not apply:

a) in the event of intent or gross negligence on our part or on the part of parties commissioned by us;

b) in case of personal injury,

c) in the case of damage resulting from the lack of a guaranteed quality or characteristic;

d) in the case of claims arising from the Product Liability Act.

14.3. In the case of deployed personnel, the amount of claims for damages to be asserted is limited to 10% of the agreed remuneration.

15. Termination

15.1 The Buyer is in breach of the Contract and the Contract may be terminated by the Seller if any of the following occurs or exists:

a) Any breach of any provision of the Contract by the Buyer if the Buyer does not remedy such breach within fourteen (14) days of receiving written notice thereof from the Seller;

b) there occurs a material adverse change in the financial situation of the Buyer, its parent company or the group to which it belongs which, in the good faith judgment of the Seller, could materially affect the results which the Seller can legitimately expect from the performance of the Contract; such changes include, but are not limited to, insolvency, suspension of payments, appointment of an administrator, manager or trustee of its assets, liquidation, winding up, moratorium, loss of legal capacity or any other similar event affecting the Buyer, or the Buyer becomes insolvent or placed into receivership, has insolvency proceedings instituted by or against it, or the Buyer makes any arrangement or composition with its creditors or ceases to carry on business;

c) The ability of the Buyer to perform its obligations under this Agreement is substantially hindered or prevented by any regulation, law, decree or other governmental measure or action.

15.2 The mutual termination of a contract (cancellation or other termination) requires the written consent of RS International Marine Service.

15.3. If the contracting party terminates an ongoing contract by cancellation or withdrawal, RS International Marine Service may demand compensation of 30% of the value of the order. The contracting party may submit documentation proving a lower amount of damages.

16. Force Majeure

16.1 A party shall not be deemed to be in default in the performance of its obligations under the Contract if it proves that performance was prevented by Force Majeure. Force Majeure is an event beyond the control of the affected party, provided that the affected party could not reasonably have foreseen such event at the time the Contract was made or could not reasonably have avoided it or overcome its consequences. Such events include, but are not limited to, industrial disputes, fire, war, large-scale military mobilisation, riot, expropriation, requisition, embargo, restrictions on the use of energy, extreme weather conditions and defects or delays in deliveries by the Seller's subcontractors (including the Seller's carrier) caused by any such event referred to in this clause. Force Majeure excludes events or disruptions which merely make the performance of the Contract commercially impracticable.

16.2 The party invoking Force Majeure shall without delay notify the other party of the commencement and termination of such event. During the duration of such event, both parties shall use their best endeavours to resume their performance and obligations hereunder when the Force Majeure ceases to exist.

16.3. If the obligations that cannot be fulfilled by a Party due to Force Majeure constitute a material obligation under the Agreement as a whole and the non-fulfillment lasts for more than ninety (90) days, the other Party shall have the right to immediately terminate the Agreement and all other agreements concluded in connection therewith.

17. PLACES OF PERFORMANCE, APPLICABLE LAW AND JURISDICTION

17.1. The law of the Federal Republic of Germany applies. International law, in particular the UN Convention on Contracts for the International Sale of Goods, is excluded. The sole language of the contract and the language of the court is German.

17.2. The exclusive place of jurisdiction is Haselau-Hohenhorst, Germany. However, we reserve the right to bring legal action in the jurisdiction in which the customer is domiciled.

18. Severable Provisions

18.1 If any provision or part of a provision of the Agreement is held to be invalid or unenforceable, the validity of the remaining provisions of the Agreement will not be affected and any remaining provision or part thereof will be valid and enforceable to the fullest extent permitted by law.

18.2 If any provision or part of a provision of the Agreement is found to be illegal, the Parties shall do everything in their power and cooperate in all ways possible to achieve a substantially equivalent effect of such provision or part of the provision or a similar effect, as far as possible after the illegal provision has been eliminated, including by amending or modifying the Agreement.

19. Assignment

Neither party may assign any of its rights or obligations under the Agreement to any third party without the prior written consent of the other party.

20th Amendments

Any changes, modifications or additions to the Agreement must be made in writing as an amendment to the Agreement and signed by the duly authorized representatives of the parties.