RSB NOVIKONTAS, UAB
Sales and Services Terms & Conditions
1. General
1.1 These Terms and Conditions apply to all offers and agreements for goods and services (hereinafter referred to as the "Products") provided by RSB NOVIKONTAS, UAB (hereinafter referred to as the "Company").
1.2 Any changes from these Conditions and Agreements will only be considered valid if they are in writing.
2. Definitions
2.1 Company: RSB Novikontas, UAB
2.2 Customer: a person or organization, who uses or orders goods or services from the Company
2.3 Agreement: the written agreement (including electronic forms such as confirmation by e-mail, message, and so on) between the Company and the Customer; or the Companies’ order confirmation provided under the Terms of the sales agreement, which includes these Conditions that are regarded to be a vital part of the contract. Oral agreements / phone orders are only considered non-binding technical information exchanges and should be documented in writing unless otherwise agreed.
2.4 Services: any service provided by the Company, such as installation, technical assistance, or inspection (radio survey), advice, overhaul, or maintenance work, only if it’s agreed in writing within the context of a Product Delivery Agreement, regardless of the name given to such services.
2.5 Products: all items or services provided by the Supplier, including software and/or hardware, replacement parts, certifications, and/or documentation required for the completion of the Agreement.
3. Confidentiality
3.1. Any information obtained from the Company must be kept strictly confidential by the Customer and used only for the purposes of carrying out the Agreement. On the Companies’ initial request, the Customer shall return all information provided by the Company.
3.2. Both parties must take the necessary precautions and make appropriate arrangements to keep the obtained information confidential for at least five years since the day it was received.
3.3. Information that has now been publicly known will no longer be considered as confidential.
4. Operations
4.1 In order to avoid delays onboard, Company is authorized to use spare parts (if necessary) with a value of no more than € 3,000.00 without obtaining separate prior authorization, unless otherwise agreed in writing.
4.2 Service report(s) include a complete work description, time sheet and other relevant information and are signed by the captain or a responsible officer performing as the shipowner's legal representative onboard. This signed service report serves as evidence of acceptance of the provided services, goods, or other items within the amounts specified in this report. The service report may or may not include an additional delivery note. The information in the service report serves as a legal and financial framework for invoicing, follow-up services, and other related activities. Any disagreements or complaints must be recorded in the service report and/or delivery note at the time of signing by the accepting party.
4.3 By signing the service report, the signing party accepts full responsibility for the scope of work provided and specified in it. Service or delivery of goods shall be considered completed when either:
The Service Report was signed.
Or
Five days have passed after the Company notified the Customer, and the Customer has failed to examine the Services provided within this time frame and/or has neglected to inform the Company in writing of its acceptance or rejection.
Or
During the term of Performance, the Customer begins using or operating the Goods on which the Services were provided without the Companies’ consent.
4.4 All correspondence, including Invoices, Delivery notes and Reports, refers to the vessel's name and/or order number.
4.5 The vessel's ETA/location shall be confirmed by the vessel's agents, and the expected travel expenditures/time required must be informed prior to attendance; otherwise, reimbursement of travel expenses shall be rejected. If the Performance takes place on the Customer's premises, the Customer must take all legal and/or reasonable precautions to prevent accidents on his property. The Customer should notify the Company in writing of the valid safety precautions at least 7 days prior to the commencement of any work and shall ensure that his personnel responsible for safety concerns is present during all times when Performance will be taking place. If the safety of his Personnel is not fully guaranteed, the Company has the right to reject or halt the Performance. Customer shall provide the Company with all assistance that the Company reasonably requires, including but not limited to skilled and unskilled personnel, necessary devices, implements, and auxiliary means, in particular tools for the assisting personnel and hoisting gear of sufficient capacity (including operating staff), scaffolding, cleaning, packing and lubricating materials and so on. Furthermore, the Customer should provide sufficient capacity and quantity of heating, lighting, water, and electricity, as well as welding gas and other working needs, if they are not to be provided by the Supplier as listed under the terms of the Agreement. The Customer's provided equipment must be safe and in excellent working condition. Any additional expenses incurred as a result of delays due to the Customer, shall be the responsibility of the Customer.
4.6 Service requests must contain service history (such as service reports and photographs), as well as comprehensive vessel arrival and departure information and agent contact information.
4.7 Customers with a valid service agreement are subject to free technical consultations over the phone or via email. Customers who do not have such a service agreement are welcome to have access to such consultations for an additional charge.
4.8 Unless otherwise specified in the Agreement, Services will be provided during business hours, in line with standard industry standards. Monday through Friday is considered as a working day. Overtime will be charged for hours performed outside of standard working hours or on an official public holiday. Service orders received outside of working hours - after 14:00 UTC on Fridays or day before public holiday with requests for urgent service arrangements will be subject to a one-time service mobilization fee (for covering the costs of reopening office and service preparations and/or disrupting planned processes to prioritize the requested urgent order).
4.9 Companies’ personnel will be guided, if applicable, by operational conditions at the Customer's premises as well as the country's meteorological conditions.
4.10 The Customer's Additional Obligations for the Provision of Services:
4.11 If a confirmed service attendance is cancelled less than 24 hours of the scheduled performance time, a service cancellation fee equal to 2 hours of work shall be imposed.
4.12 The minimum service charge is equal to 3 hours of labour, regardless of how much time was spent onboard.
4.13 Engineer's service time, travel, mileage, and other travel charges are billed regardless of service results since services are not performed on a "no cure-no pay" basis.
4.14 All products are regarded as ordered upon request and are not returnable by default. Goods may only be returned upon prior written consent. Return processing fee is imposed as follows:
5. Payment
5.1 The Customer agrees to make all payments by the agreed date in the amount specified in the invoice. If not agreed otherwise in writing, the standard payment due date is 30 days after the invoice was issued.
5.2 All invoices with detailed Service report(s) shall be sent out by email. The documents are deemed as received upon receipt of confirmation of customer’s email server (using SMTP log); customer is solely responsible for checking the mailbox and managing spam folders, filtering and self-organizing business processes. On customer’s request and at additional charge, hard copies of this documents can be sent out using postal or courier service.
5.2 All invoices, complemented by detailed Service report(s), must be sent through e-mail. The documents are considered received upon receipt of confirmation from the client's email server (through the SMTP log) - the customer is solely responsible for checking the relevant folders of mailbox, including, but not limited to, the spam folders. Hard copies of these documents can be sent out through postal or courier service at the customer's request and at an additional cost 35.00 EUR.
5.3 Incoming invoices must be issued and delivered to our office within 10 days after service completion; otherwise, they will be invalidated.
5.4 Invoice charges must be in accordance with the agreed service rates or a written offer.
5.5 Incoming invoices which do not include our service or product order reference will not be processed.
5.6 Invoices must be reviewed and, if there are any objections, they must be filed within 10 days of receipt. After that period, the invoices will be considered as accepted in full.
5.7 If the Customer fails to meet any of its payment obligations, the Customer shall pay the Supplier interest at the rate of 2% per month, or a part of a month, on the amount overdue. In addition, after notifying the Customer in writing, the Supplier may halt the Performance until payment is received in accordance with the Agreement and/or the above-mentioned payment conditions. The Customer is responsible for all extra-judicial and judicial debt collection fees, with a minimum of 25% of the outstanding amount due.
6. Transfer of Ownership, Delivery, and Risks
6.1 All Goods delivered by the Supplier shall remain the property of the Supplier until the Customer has completed all of its obligations under this Agreement and any prior agreement of a similar kind between the Customer and the Supplier. Until the property is transferred to the Customer, in accordance with the preceding paragraph, the Customer shall take no actions (such as combining the Goods delivered, either in production or in storage with other goods, transferring, selling, encumbering them in any way, or taking them into another country) that may disclose the uncontrolled implementation of Supplier's property rights. Furthermore, the Customer shall take all necessary measures to protect these rights, including returning the Goods to the Supplier at the Supplier's first request.
6.2 In the event of a defect or incorrect delivery, the Customer must notify the Supplier in writing (by email, fax, or registered letter). The claim shall be sent as soon as possible; at the very latest, 10 days after the problem was discovered.
6.3 After receiving an order, the standard delivery time is 5-10 working days.
6.4 The Customer is responsible for storing all Goods provided, including Spare Parts and other materials, in accordance with usual practice and/or the Supplier's instructions, in a dry, closed, and a locked room on the site or in its close proximity. The Customer shall inspect the Goods prior to the start of work or installation to ensure that they are complete and undamaged. Goods that are lost or damaged during storage will be replaced or repaired at the Customer's cost.
6.5 The Customer guarantees that all documentation and licencing needed for the import and export of the Goods, and/or the stay of Companies’ Personnel in the country and at the Customer's premises, should be available at the time the Goods and/or Personnel arrive.
6.6 The Customer shall supply the Supplier with all information necessary in connection with the Agreement, including – but not limited to – relevant technical documents, logs, inspection reports, and import permits on a no-cost basis.
6.7 Unless specifically agreed otherwise, all Goods shall be delivered Ex Works (as per Incoterms), without packaging, to the Companies’ premises in Klaipeda, Lithuania.
6.8 If the shipment or pickup of the Goods at the designated location of delivery is delayed due to circumstances beyond the Companies’ control, the Company shall have the authority to hold the Goods at the Customer's expense in a warehouse of Companies’ choice.
6.9 Unless otherwise agreed to, the Company may deliver the Goods in partial shipments. If each shipment is billed individually, the Customer shall pay the different invoices as part of the overall order price.
6.10 Any change in regulations made by governments or classification societies after the Supplier and the Customer entered into the Agreement, the Company shall not be held liable.
7. Defects, Shortcomings and Warranties
7.1 Company will issue a 30-day guarantee on the repair or service work it has completed or delivered, as well as the components utilized. Unless agreed otherwise in writing, new equipment shall be delivered with the manufacturer's standard warranty in accordance with the corresponding manufacturer's Warranty Terms and Conditions.
7.2 If the warranty is forfeit, the Customer may still require the Companies’ prior written consent to conduct repair, replacement, and/or maintenance work on its own or on behalf of third parties. The amount of warranty obligations are limited to the quantity and value of goods or services supplied. The warranty does not cover any defect resulting from or related to: (1) any materials, components, or design provided by or on behalf of the Customer, (2) the Customer's negligence or other improper acts or omissions, or (3) improper installation and alterations performed without Companies’ prior written consent. In particular, the warranty provided does not cover any defects caused or connected with normal usage and/or depreciation, the use of unsuitable materials by the Customer, or any use, maintenance, service, or operation of the Goods delivered, or services provided that is not in accordance with the Companies’ manuals, instructions, or is otherwise not in accordance with standard engineering practice. The Customer shall reimburse the Company against any expenses and consequential damages from claims made by a third party against the Company in connection with the Agreement, to the extent that the Company would not be responsible to the Customer as a result of such claims.
7.3 The warranty obligation excludes consequential costs (including lost profits, fines, and other expenditures), such as cranage, electricity, scaffolding, helping work, docking, demounting, mounting, and travel- and boarding costs of Companies’ Personnel. In no circumstances shall the Company be liable for any economic losses or consequential damage, including, but not limited to, environmental pollution, docking expenses, and mounting and demounting costs. If the warranty obligation should be performed in a place other than Klaipeda, Lithuania, the Company bears just the material expenses and working time necessary under normal conditions, as would have been spent if the warranty obligation had been performed in Klaipeda, Lithuania. The Customer must bear the costs of travel, travel time, waiting time, day and night allowances, tariff expenses, and any other costs borne by the Company in accordance with the provisions of General Terms. The Customer will not be eligible to claim any warranty until the Company has received full payment of an order.
7.4 Any warranty provided by the Company shall be strictly limited to, at its discretion, repairing or replacing defects due to poor workmanship, the use of faulty materials, or defective design at its works or at local premises and during normal working hours. Defective components that have been replaced must be made available to the Company upon request and are considered the Companies’ property from the time they are replaced.
7.5 All warranty obligations shall lapse if the Products provided by the Company are linked through equipment or software that has not been permitted by the Company, or if the Customer fails to perform any obligation requested by the Company. Unless otherwise agreed, products are covered by the warranty terms and conditions of the corresponding manufacturer(s).
7.6 The Customer shall have no right to reject or refuse Delivery or acceptance of Goods because of minor flaws that do not prohibit normal functioning of the Goods, provided that the Company commits to repair such defects after Delivery of the Goods in accordance with the Agreement.
8. Force Majeure
8.1 In the case of temporary force majeure, the Company shall be entitled to alter the delivery period or cancel the agreement at its discretion, without incurring any damages.
8.2 If the force majeure situation lasts more than 6 months, both parties have the right to terminate the Agreement, in whole or in part, in writing, inasmuch as the force majeure situation justifies it, and without the Customer being entitled to any financial compensation.
9. Sanctions and Money Laundering
9.1 The Customer is required to comply with EU, US, UK, UN, and other international sanctions, as well as to maintain a sanctions risk assessment system and to adhere to money laundering and tax evasion guidelines set out by the relevant authorities.
9.2 Noncompliance with the above sanctions policies will result in the termination of service and the delivery of products. Such discontinuation/disruption shall not be considered Force Majeure, and any additional charges (order cancellation fees, return shipping costs, investigation costs) must be borne by the Customer.
10. Intellectual property
10.1 All intellectual property rights, including but not limited to all drawings, designs, (technical) documentation, building specifications, computer programs, and the carriers on which such rights are laid down, which come to the Customer's knowledge during the contract will always remain as the property of the Supplier. Without the prior explicit consent of Company, no system data may be shared to other parties for any reason.
