KENMARK® TECH SOLUTIONS (KTS) – GENERAL TERMS AND CONDITIONS

DEFINITIONS

These General Terms and Conditions (“Conditions”) are defined as follows: “KTS” refers to Kenmark® Tech Solutions; “Customer” refers to the party purchasing or agreeing to purchase Goods or Services from KTS, or from a third party when KTS acts as an intermediary; “Goods” refers to all articles that the Customer agrees to purchase from KTS; “Services” refers to the provision of maintenance, overhaul, repair, reconditioning, whether onboard ships or ashore and dry docking, among other services; “Price” refers to the price for Goods or Services as stated in the KTS invoice; “Contract” refers to the agreement for the sale of Goods or provision of Services between KTS and the Customer.

ORDERS AND SERVICE CONTRACTS

All quotes, service contracts, and orders executed by KTS are subject to these Conditions. Modifications to these Conditions are only valid when confirmed in writing by both parties. KTS considers the Customer who orders the work or accepts delivery (if different) as jointly and severally liable for all amounts due to KTS for work performed under these Conditions. When KTS has inspected the work scope or the Customer has provided precise work scope information, quotations will be on a lump-sum basis, if expressly noted. In other cases, quotations are approximate. All quotations are valid for thirty (30) days and binding if the Customer confirms the order in writing within that period. Any work scope changes, whether from Customer instructions or discrepancies between the actual situation and information provided by the Customer, are considered additional work subject to these Conditions and additional charges that must be mutually agreed upon.

Unless a specific price is agreed upon in advance by the Customer, charges for work performed are based on the invoice calculated by KTS according to the work’s quantum. If a specific price is agreed upon, additional work will be calculated based on the quantum of the work as reported by KTS. If the work proves less than anticipated, KTS will credit the Customer a corresponding amount of the agreed price.

KTS is entitled to charge the Customer for time spent on packing, loading, transportation of tools and equipment, and travel and waiting time for KTS personnel. The Customer is also responsible for all administrative costs incurred by KTS in connection with the work, including freight charges, transport, packing, octroi, class and other third-party surveys, cranage, travel and hotel accommodation costs, and related daily allowance and expenses. KTS charges for these costs are in accordance with the submitted quotation. KTS levies a 15% surcharge for administrative services when using a third party to execute work on behalf of the Customer, and payment is made by KTS on their behalf. Partially completed jobs are charged based on time spent and material used.

Unless otherwise expressly stated, all prices quoted and/or agreed upon by KTS for the delivery of equipment, machinery, spare parts, etc., are net prices exclusive of taxes and duties, delivered ex-KTS workshop or from suppliers. KTS reserves the right not to accept an order if only part of the order is confirmed by the Customer. If the Customer wishes, the job can be re-quoted with revised prices. Used materials, replaced or exchanged parts, and tools and equipment manufactured by KTS for contract work become KTS property free of charge unless otherwise agreed.

PAYMENTS AND KTS LIABILITY

KTS may require the Customer to make a full on-account payment for the agreed-upon costs while work is being performed. Payment for work, products, costs, and expenses must be made by the Customer by cheque at the time of component delivery, advance payments, or as stated in the quotation from the invoice date, without any deduction except for applicable TDS as agreed between both parties.

Ship Owners & Ship Managers are solely responsible for payments related to services rendered, as well as supplied Spares & Equipment. KTS is entitled to charge interest on late payments at 28.33% or as determined by MSME from time to time, with part of a month considered a whole month, and to collect judicial costs and other costs for outstanding amounts agreed upon by the Customer for the services rendered.

Any comments or concerns regarding the KTS invoice must be submitted within seven (7) days from receipt; otherwise, the Customer is considered to have accepted the invoice. KTS retains the right to hold the Customer’s property in KTS workshop or elsewhere in KTS possession until full payment of all KTS claims. All items supplied by KTS remain KTS property until payment is made against the invoice. Unless payment is made according to these conditions, KTS has the right to sell such property at its discretion to recover its claim.

KTS has the right to sell repaired goods not collected within three months after the Customer has been notified that the goods are ready for collection. KTS may charge storage fees for uncollected goods within a reasonable time, no later than one (1) month after notifying the Customer that the goods must be collected. KTS reserves the right to initiate proceedings to attach the Customer’s property to secure payment of outstanding amounts. KTS may refuse any warranty claims if payments are not made in full at the time of receiving the warranty claim.

ACCOUNTING PRACTICE

Accounting practices for imports/overseas sales, etc. include:

Currency rate taken on the date of AWB, BL, or delivery to the client.
Final amounts subject to revision according to currency rates applicable on the date specified above.

SERVICE-RELATED SUPERVISION AND KTS WARRANTY

All work performed by KTS is executed under the Customer’s supervision and authority. The Customer must provide KTS with all necessary assistance for contract work completion. KTS ensures suitable technical manpower and reliable equipment is used for contract work. KTS provides the Customer with a six (6) calendar month warranty on machinery, equipment, spare parts, etc., delivered by KTS, covering only defects resulting from poor workmanship or faulty material in the delivered products.

Overhauling of Equipment is a general term and is limited to specific work carried out, not a complete equipment strip-down overhaul. KTS liability under this warranty is limited to repairing defective parts of the supplied products on an ex-works basis, at KTS discretion.

SERVICE-RELATED LIABILITY

KTS is not liable for any claim, loss, expense, or damage, direct or indirect, or any consequential damage arising in connection with the work carried out. If KTS is found liable for damage in connection with contract execution against third parties who cannot invoke these Conditions, the Customer agrees to indemnify and hold KTS harmless in respect of all liability, including product liability, to third parties. KTS is not liable for damages arising from force majeure, which includes all circumstances beyond KTS control, whether foreseeable or not, that prevent the contract’s successful fulfillment, such as strikes, lock-outs, war, lack of transport facilities, and subcontractor failure. The Customer must notify KTS in writing of any damage allegedly caused by KTS and any related claims within one month from the contractual work’s termination date or the date it should have been terminated. Failure to comply with this requirement relieves KTS from all liability.

SALES-RELATED LIABILITY AND KTS WARRANTY

Spares supplied by KTS from Makers carry the warranty as stated by the maker. Spares supplied by KTS from OEMs, other equipment manufacturers, alternate suppliers, traders, aftermarket spares, or spares originating from Gujarat / Alang / Bhavnagar have no warranty. However, KTS offers a 7-calendar day replacement warranty for unpacked, ex-works parts (with the client bearing the return cost) from the date of dispatch, provided the parts are not damaged during handling, misused, or subject to neglect. The warranty is void if there is wear and tear or if the client has attempted to alter or modify the part. The Client accepts full liability for and shall indemnify KTS against all actions, claims, demands, costs, charges, and expenses arising from any loss or damage to any person, firm, company, or property.

KTS is released from any other liability, including consequential loss or damage, caused by the goods not being of the type or quality ordered, delayed goods, or any other matter whatsoever.

COMMUNICATION

Contracts, purchase orders, queries, job-related communication, and all other communication between the Customers, suppliers, and KTS via email are binding in all respects to all parties, in the absence of hard copies.

CANCELLATION OF SERVICE CONTRACTS AND ORDERS FOR EQUIPMENT OR PARTS

If the Customer cancels a contract, KTS is entitled to debit the Customer for the time spent and costs incurred. Orders placed for equipment or parts cannot be canceled, as processing commences upon receipt of the order. If the execution of the contractual work is hindered by force majeure (as specified in the Clause above) for more than two (2) weeks, either party is entitled to cancel the contract. In case of cancellation for such reasons, neither party is entitled to damages, but KTS retains the right to compensation as mentioned under the Clause above.

LAW AND JURISDICTION

These conditions are governed by the law in force in India, and the civil court of Mumbai has jurisdiction to hear all disputes.

Date: 17th October 2016