1.1 These terms apply to all quotes, orders and contracts under which OceanSphere Service Sp. z o.o., ul. Nowogrodzka 31, 00-511 Warszawa, Poland (KRS 0001211680, NIP PL7011291111), "OceanSphere", "we", performs field service on board ships or in yards, provides technical support, or supplies parts and materials, for a customer that acts in the course of its business or profession (a shipowner, ship manager, charterer, yard, agent or other company). We do not contract with consumers under these terms.
1.2 These terms apply exclusively. Purchasing conditions, vendor terms or other standard terms of the customer do not become part of the contract, even if we do not object to them separately and even if we perform the work without reservation.
1.3 These terms are made available before the contract is concluded: we refer to them in every quote and order confirmation, and they can be read, stored and printed at any time at oceansphere.io/service-terms. They apply to all later orders of the same customer without having to be sent again.
1.4 Individual agreements made in writing or in text form (e-mail) take precedence over these terms. Anything that deviates from these terms must be agreed at least in text form to be effective.
2.1 A request sent through our website, by e-mail or by telephone is an invitation to quote. It does not bind either side.
2.2 Our quotes are non-binding unless we expressly mark them as binding and state a validity period. A quote describes the work we have understood from the customer's request; if the situation on board differs from that description, section 3.5 applies.
2.3 A contract comes into being when we confirm the order in text form, when the customer accepts our quote in text form, or when we begin the work or ship the goods with the customer's knowledge. The content of the contract is determined by our order confirmation, or, where there is none, by our quote.
2.4 Technical information in catalogues, data sheets, drawings, our online equipment library and similar sources describes typical equipment and is not a warranted property of the work or goods unless we expressly confirm it in writing for the specific order.
3.1 The scope of work is the scope described in the order confirmation or quote. Work outside that scope, including inspection or repair of other components discovered during the attendance, is additional work.
3.2 Additional work may be ordered by the master, the chief engineer, the superintendent or another person who appears entitled to act for the customer on board or at the yard. Such orders bind the customer. We record additional work in the daily service report.
3.3 Additional work is charged at the rates of the current order or, where no rates are agreed, at our current price list.
3.4 We may engage qualified subcontractors and specialists for parts of the work. We remain responsible for the work as agreed.
3.5 If the actual condition of the equipment, the vessel's schedule, port regulations or other circumstances differ materially from what the order was based on, both sides will agree on how to proceed; until then we may suspend the work. Time and cost spent because of such circumstances are charged as waiting time or additional work.
4.1 The customer provides, at its own cost and in good time: access to the vessel or site including port passes, visas where the customer can obtain them, gangway and crane services, lifting gear, cleaning and preparation of the work area, lighting, power, compressed air and other supplies on board, the assistance of crew as customary for the work, and the technical documentation of the equipment (manuals, drawings, previous reports, class findings).
4.2 The customer ensures that the work can be carried out safely and in accordance with the vessel's safety management system, the applicable port and flag state rules and the instructions of the manufacturer. The customer informs us before the work starts about known hazards, including hazardous substances, confined spaces and energised systems.
4.3 The customer is responsible for the correctness of the information it gives us and for spare parts and materials it supplies itself. We inspect customer-supplied parts only visually.
4.4 If the customer does not fulfil these duties, waiting time, additional travel and additional expenses are charged, agreed dates move accordingly, and we are not liable for the consequences of the delay.
5.1 Our engineers and specialists work under our technical direction. They follow the vessel's safety management system, the master's authority in matters of safety and the customer's site rules, and they bring their own personal protective equipment for the work quoted.
5.2 Our personnel may stop or refuse work that cannot be carried out safely. Such a stop is not a breach of contract; time lost is charged as waiting time until the situation is remedied.
5.3 Where the work requires our personnel to stay on board, the customer provides accommodation and meals on board of a reasonable standard. Where the vessel sails with our personnel on board, the customer arranges signing on and off, and the time on board is charged in full.
5.4 Travel, accommodation ashore and local transport are arranged by us unless agreed otherwise, and are charged as stated in the quote or at cost.
6.1 Prices are net prices in the currency stated in the quote, exclusive of value added tax and other taxes, duties and levies. For supplies, prices are ex our warehouse or ex the supplier's works, excluding packing, transport, insurance and customs, unless a delivery term is agreed.
6.2 Unless included in a lump sum, the following are charged separately at the rates or conditions stated in the quote: travel time, waiting time, overtime, work on Saturdays, Sundays and public holidays, night work, travel costs, accommodation, visas and port passes, tools and consumables, and measures required by authorities or for safety reasons.
6.3 Working time and waiting time are recorded in time sheets. A time sheet or daily report signed by the master, the chief engineer, the superintendent or another representative of the customer on board is binding as to the times recorded; if no signature can be obtained, our record applies unless the customer objects in writing within seven days of receiving it.
6.4 Invoices are payable within 14 days of the invoice date without deduction, by bank transfer. For first orders, orders from customers outside the European Union and orders with a significant share of supplied parts we may require payment in advance or a deposit.
6.5 If the customer is in delay, we may charge statutory interest for late payment in commercial transactions and the lump-sum compensation for recovery costs under the Polish Act on counteracting excessive delays in commercial transactions, without prejudice to further claims. We may suspend further work and withhold reports and certificates until outstanding invoices are paid.
6.6 The customer may set off or withhold payment only on the basis of claims that are undisputed or established by a final judgment.
7.1 Dates for attendance and delivery are estimates unless we expressly confirm a date as binding in text form. A binding date requires that the customer has fulfilled its duties under section 4 and that all technical questions have been settled.
7.2 We are not responsible for delay caused by circumstances outside our control, including changes to the vessel's schedule, port closures, weather, quarantine, strikes, unavailability of flights or visas, delays of suppliers or manufacturers, export or sanctions restrictions, epidemics, war and acts of authorities. In such cases the date is extended by the duration of the hindrance plus a reasonable restart period. If the hindrance lasts longer than eight weeks, either side may withdraw from the part of the contract not yet performed; work already done is paid for.
7.3 If we are responsible for a delay of a binding date, the customer may claim damages only under section 9 and, after setting a reasonable grace period in writing that expires without result, may withdraw from the part of the contract not yet performed.
8.1 On completion of the work we hand over a service report describing the work performed, the findings and, where measurements were taken, the readings. The report is countersigned on board by the master, the chief engineer, the superintendent or another representative of the customer.
8.2 The countersignature confirms that the work described was performed. Visible defects in the workmanship must be noted on the report or notified to us in writing within seven days of the signature; otherwise the work is deemed accepted in respect of visible defects. Sections 563 and 564 of the Polish Civil Code apply accordingly to supplied goods.
8.3 Measurements are taken with calibrated instruments where the work requires it and are reported for the customer's information. Limits and tolerances stated in a report are taken from the manufacturer's documentation made available to us; where none was available, the report says so, and the readings are reported without assessment.
8.4 Our reports document the condition found and the work performed at the time of attendance. They are not a classification survey and do not replace surveys, certificates or approvals of a classification society or flag state.
9.1 Between businesses the statutory warranty for defects (rękojmia) under the Polish Civil Code is excluded, as far as the law allows, and replaced by this section 9.
9.2 We warrant that the work is performed with the care of a professional marine service company in accordance with the manufacturer's instructions available to us and good marine engineering practice, for six months from the countersignature of the service report. For parts and materials we supply, we warrant freedom from defects in material and workmanship for twelve months from delivery; where the manufacturer grants a longer warranty, we pass it on.
9.3 The customer notifies a defect to us in writing without undue delay after discovering it, describes it and gives us the opportunity to inspect and remedy it. If the customer or a third party repairs or alters the work or the part before we had this opportunity, our warranty for that defect lapses, unless the repair was urgent to avert an immediate danger and the customer informed us at once.
9.4 We remedy a defect, at our choice, by re-performing the affected work or by repairing or replacing the affected part. Replaced parts become our property. Only if remedy fails twice, is refused or is unreasonably delayed may the customer reduce the price or, in the case of a substantial defect, withdraw from the affected part of the contract.
9.5 The costs of remedy are borne by us, except that the customer bears the costs that arise because the vessel is at a location other than the one where the work was performed, in particular travel, accommodation, waiting time, access, docking and lifting, unless we were responsible for the defect through gross negligence or intent.
9.6 The warranty does not cover: normal wear and tear; damage caused by operation outside the manufacturer's instructions, by overloading, by unsuitable fuels, lubricants or cooling media, or by lack of maintenance; defects in parts or materials supplied by the customer or specified by the customer against our advice; damage caused by third parties or by the crew after handover; consequences of pre-existing conditions of the equipment that were outside the agreed scope of work; and work that we performed on the customer's express instruction against our documented recommendation.
9.7 Other claims of the customer arising from defects, in particular for damages, are governed exclusively by section 10.
10.1 We are liable without limitation for damage caused intentionally, for death, injury to body or health, and where liability cannot be limited under mandatory law.
10.2 For damage caused by gross negligence of our management or of persons we use to perform the contract, our liability is limited to twice the net value of the order concerned.
10.3 For damage caused by ordinary negligence we are liable only for the breach of essential contractual obligations, which are the professional performance of the agreed work and the delivery of the agreed goods, and then only for the loss that was foreseeable at the time the contract was concluded as a typical consequence of such a breach. This liability is limited to the net value of the order concerned.
10.4 Within the limits of sections 10.2 and 10.3 the following are excluded, whatever the legal basis: loss of use of the vessel, off-hire, demurrage and laytime, loss of charter income, loss of profit, production and operational downtime, contractual penalties owed by the customer to third parties, costs of docking, undocking, towage and shifting, costs of dismantling and reassembly beyond the agreed scope, costs of transport and storage, recall costs, and other indirect or consequential loss.
10.5 We are not liable for damage resulting from information, documentation, specifications, parts or preliminary work supplied by the customer or third parties, from the condition of the equipment before our attendance, or from decisions taken by the customer on the basis of our reports without checking the applicable manufacturer and class documentation.
10.6 The limitations in this section apply also in favour of our employees, subcontractors and other persons we use to perform the contract, and to claims in tort as far as the law allows.
11.1 If the value of the equipment on which we are to work, or the risk connected with the attendance, is such that a loss could exceed the limits in section 10, the customer informs us in writing before the contract is concluded. We will then quote for higher limits against additional remuneration, or arrange additional insurance for the customer's account on written order.
11.2 We do not insure the customer's vessel, equipment or goods against loss or damage. The customer maintains hull and machinery, protection and indemnity and, where relevant, cargo insurance in the customary manner.
11.3 The customer procures that its insurers and its contractual partners waive recourse against us, our employees and our subcontractors in so far as their claims would exceed the limits in section 10, and indemnifies us against such recourse.
12.1 Quotes, calculations, drawings, procedures, reports and other documents we prepare remain our intellectual property. The customer may use service reports and measurement records for the operation, maintenance, survey and documentation of the vessel concerned, and may pass them to its classification society, flag state, insurers and charterers for that purpose. Any other reproduction or disclosure requires our consent in text form.
12.2 Both sides keep confidential the technical and commercial information of the other side that they receive in connection with the contract and that is not publicly known, for three years after the end of the contract. This does not prevent disclosure required by law, by a court or authority, or to a classification society or flag state.
12.3 We may keep and use technical findings, measurement data and photographs from our attendances in a form that does not identify the customer or the vessel, to maintain and improve our technical know-how and reference data.
13.1 Parts and materials we supply remain our property until the price for them and all other claims from the same business relationship have been paid in full (section 589 of the Polish Civil Code).
13.2 The customer may install and use the goods in the ordinary course of its business. In case of delay in payment, we may demand the return of goods not yet installed, and the customer grants us access for that purpose.
14.1 Our performance is subject to the condition that no export control provision, sanction, embargo or other restriction of the European Union, Poland, the United Nations or another jurisdiction whose rules apply to the transaction prevents it.
14.2 The customer warrants that neither the customer, the vessel, the shipowner, the manager, the charterer, the flag state, the port of attendance nor the intended end use is subject to such a restriction, and informs us at once if this changes. Licences, end-use statements and other documents required for the transaction are procured by the customer in good time.
14.3 If a restriction applies or is likely to apply, we may suspend the work or withdraw from the contract in whole or in part. The customer has no claim for damages in that case unless we caused the restriction. Work already performed and costs already incurred are paid for.
The customer indemnifies us against claims of third parties, including port authorities, flag states, other contractors and the crew, which arise from incorrect or incomplete information given by the customer, from the condition of the vessel or equipment outside the agreed scope, from breach of the customer's duties under sections 4 and 14, or from the customer's use of our reports contrary to section 8.4.
We process the contact data of the customer's personnel and the data contained in requests, orders and reports to perform the contract, to keep the records required by law and to protect our legal interests. Details, including the retention periods and the rights of the persons concerned, are set out in our Privacy policy.
17.1 The contract is governed by the law of the Republic of Poland. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
17.2 The courts of Warsaw, Poland, have exclusive jurisdiction for all disputes arising from or in connection with the contract. We may also bring claims before the courts at the customer's seat or, for claims relating to a vessel, wherever the vessel is located.
17.3 These terms are drawn up in English. Translations are provided for convenience; in case of doubt the English version prevails.
17.4 If a provision of these terms is or becomes invalid, the remaining provisions remain in force. The invalid provision is replaced by a valid provision that comes closest to its commercial purpose.
17.5 We may amend these terms for future orders. The version in force at the time the order is confirmed applies to that order.