General Conditions
| 1. | Applicability |
| 1.1. | These General Conditions are applicable to all transactions of Seabay Marine & Offshore S.L.U with third parties for the sale or purchase of products, services or any other agreement. These general terms and conditions are also applicable for any offer or proposal of Seabay Marine & Offshore S.L.U towards potential customers. |
| 1.2. | From the provisions stated in these General Conditions can only be deviated if this is explicitly agreed in writing and in which case the other provisions of these conditions remain in full force. |
| 1.3. | General Conditions handled by the buyer or any other contract party Seabay Marine & Offshore S.L.U is working with, are not applicable unless explicitly written agreed by Seabay Marine & Offshore S.L.U. |
| 1.4. | The term “Buyer” shall mean any natural or legal person that is or will be in a contractual relationship of any kind with Seabay Marine & Offshore S.L.U. |
| 1.5. | Seabay Marine & Offshore S.L.U reserves the right to change or supplement the General Conditions from time to time |
| 1.6. | By placing an order the Buyer accepts these General Conditions and all other rights and obligations connected to it. |
| 1.7. | Seabay Marine & Offshore S.L.U is authorized to use a third party in the execution of an agreement with the Buyer. |
| 1.8. | These general conditions have been translated from Spanish to English. In case of any discrepancy or difference in interpretation between the Spanish version of the general conditions and any translation of these General conditions in any other language, the Spanish version will always prevail. |
| 2. | Offers and provisional agreements |
| 2.1. | Offers or quotations should be regarded as an invitation to (potential) buyers to make an offer, and will be valid for 30 days (unless agreed differently). The offer or quotation will become invalid in case it has not been accepted by the (potential) buyer within the said period. Seabay Marine & Offshore S.L.U is in no way bound to an invalid offer, unless it is clearly written and recorded otherwise. |
| 2.2. | Seabay Marine & Offshore S.L.U can decide to work with pricelists for specific customers. Only Seabay Marine & Offshore S.L.U can decided whether to work with a pricelist or not. In case Seabay Marine & Offshore S.L.U will work for a specific customer with a pricelist, only the latest pricelist will be valid and only for the period as mentioned in the specific pricelist, in addition the validity of the pricelist will never be longer than 13 months. After this term the pricelist is no longer valid. Seabay Marine & Offshore S.L.U reserves the right to amend the prices in the pricelist earlier than the mentioned period in case there are changes in the price of raw materials, fabrication or otherwise. |
| 2.3. | The acceptance of the Buyer as specified in Article 2.1 is deemed to be made in one of the following circumstances: In case the Buyer has filled in and sent the data on one of the websites or webshops of Seabay Marine & Offshore S.L.U via the electronic ordering form and the ordering form has been received by Seabay Marine & Offshore S.L.U, an agreement has been madeThe potential Buyer has expressed explicitly by telephone that a specific product and/or service should be received. Such order will be confirmed by e-mail by Seabay Marine & Offshore S.L.U.Seabay Marine & Offshore S.L.U has received a signed offer by the Buyer by mail or electronically. |
| 2.4. | An agreement is established at the time an order is confirmed to the Buyer or, in case the offer is done through the website, an e-mail was sent to the email address specified by the Buyer. This Agreement may be revoked by Seabay Marine & Offshore S.L.U in case the Buyer does not meet the conditions or has met in the past. In that case, Seabay Marine & Offshore S.L.U will inform Buyer within ten (10) days after receipt of the order. |
| 2.5. | Buyer and Seabay Marine & Offshore S.L.U expressly agree that by using electronic communication a valid agreement is established as soon as the conditions in Article 2.3 and 2.4 are satisfied. In particular, the lack of a signature does not affect the binding force of the offer and its acceptance. The electronic files of Seabay Marine & Offshore S.L.U apply here, so far as the law allows, as a presumption of evidence. Correspondence via the e-mail is considered to be similar to normal written correspondence and will have the same legal value as normal written correspondence. |
| 2.6. | Information, images, oral communications, statements, etc. regarding all items and the main characteristics of the products that are provided by telephone or e-mail are displayed or described as accurately as possible. Seabay Marine & Offshore S.L.U does not guarantee that all offers and products are consistent with the provided information. Deviations cannot lead to compensation and/or dissolution. |
| 3. | Prices |
| 3.1. | All prices are expressed in euros, in accordance with legal regulations, and are excluding sales tax and excluding costs for transport, shipping or otherwise. |
| 3.2. | Special offers are valid while supplies last. |
| 3.3. | The Buyer must pay the price that Seabay Marine & Offshore S.L.U has confirmed and communicated in accordance with Article 2.4 of these conditions. Obvious errors in the price or offer, such as obvious inaccuracies, can even after the completion of the agreement be corrected by Seabay Marine & Offshore S.L.U. |
| 3.4. | Delivery costs are not included in the price. For certain payment methods further conditions relating to the delivery method and the associated costs are applicable. This will be clearly communicated to the Buyer. |
| 4. | Payment |
| 4.1. | Unless agreed otherwise payment will be made in advance before delivery by Seabay Marine & Offshore S.L.U. For the orders via de websites/webshops of Seabay Marine & Offshore S.L.U this payment can be made in the following ways: via Paypal;prepayment;invoice. Seabay Marine & Offshore S.L.U may extend the payment options in the future. Other payment options will be made known through the website. In case payments are made from countries outside Spain all additional costs and bank charges will be for the Buyer. |
| 4.2. | Payment via invoice can only be used if the conditions of such methods, including a check on the creditworthiness and authentication and authorization of the potential buyer, are met. |
| 4.3. | Seabay Marine & Offshore S.L.U uses a standard credit term of 30 days, unless otherwise agreed in writing. In case a payment period is agreed by Seabay Marine & Offshore S.L.U, it holds that by the mere expiry of this period the Buyer is in default, even without further notice of Seabay Marine & Offshore S.L.U. Payment terms can only be agreed in writing under then to be agreed conditions. |
| 4.4. | Failure to pay or late payment by the Buyer will be counted form the day the payment should have been completed to the date of full payment on the outstanding interest of 2.00% per month, where a partially month will be counted for a full month. |
| 4.5. | The Buyer is accountable for all costs incurred by Seabay Marine & Offshore S.L.U due to the non-compliance by the Buyer of its(payment) obligations. |
| 4.6. | In case of late payment, Seabay Marine & Offshore S.L.U is authorized to dissolve the agreement with immediate effect or to suspend (further) delivery until such time as the Buyer’s payment has been fully achieved, the payment of interest and costs included. |
| 5. | Delivery and delivery time |
| 5.1. | Orders are delivered as quickly as possible. In principle Seabay Marine & Offshore S.L.U aims to send orders placed before 14.00 on a business day on the same day if the product is on stock. This is only valid in Spain. Buyer will be informed in case the delivery time will be longer than required. The delivery time is indicative, therefore, no rights can be derived from it. Seabay Marine & Offshore S.L.U can mention more information on delivery times on the internet site or in writing. However, such information is only indicative. |
| 5.2. | If a product is temporarily out of stock, Seabay Marine & Offshore S.L.U will announce when the product will be available again. Seabay Marine & Offshore S.L.U strives to announce delays to the Buyer within one workday through e-mail or by telephone. |
| 5.3. | Deliveries will be made at the address specified by the Buyer at the establishment of the contract. |
| 5.4. | Once the products have been made available to the Buyer at the specified address of the Buyer, in the sense that the Buyer can take control over the product, the risk for the product will pass over to the Buyer. |
| 5.5. | Pick up of goods is possible on weekdays between 09:00 and 17:00. |
| 6. | Inspection by the Buyer |
| 6.1. | The buyer is obliged to inspect (or make inspect) the products immediately after delivery. |
| 7. | Satisfaction warranty |
| 7.1. | The Buyer will have a satisfaction warranty during the first two weeks after delivery of the products by Seabay Marine & Offshore S.L.U. During this period the Buyer (or his representative or other receiver of the products) will take good care of the products and the packing or boxes the products are packed in. He will only unpack the products as far as necessary to judge whether the products function according expectation and specification. In case the Buyer wants to return the goods, he will redeliver the goods, including all the accessories and belongings – as far as possible – in its original state, in the original boxes (or packing), to Seabay Marine & Offshore S.L.U. Following the instructions as provided by Seabay Marine & Offshore S.L.U. |
| 7.2. | Seabay Marine & Offshore S.L.U is not liable for any damage, theft or loss, when the Buyer returns the products to Seabay Marine & Offshore S.L.U. |
| 7.3. | The cost of returning the product shall be borne by the Buyer. |
| 7.4. | If the Buyer has used the right of withdrawal as mentioned in the previous paragraph, Seabay Marine & Offshore S.L.U takes care of the reimbursement of the paid amount by the Buyer within 30 days. |
| 8. | Retention |
| 8.1. | Ownership of the property is passed to the Buyer, notwithstanding the actual delivery, after he has completely fulfilled all conditions specified under any agreement with Seabay Marine & Offshore S.L.U, including payment of interest and costs, previous or later deliveries and possible proceedings performed or to be performed regarding the products. |
| 8.2. | The Buyer may, before the property is transferred, not tax, or otherwise burden the products. |
| 9. | Warranty and liability |
| 9.1. | Seabay Marine & Offshore S.L.U guarantees that the products on the moment of delivery, are in good condition and meet the standards as set by the Spanish government. |
| 9.2. | Seabay Marine & Offshore S.L.U is never obliged to pay compensation or compensate in any other form for damages to Buyer, unless there is gross negligence on the side of Seabay Marine & Offshore S.L.U. In case Seabay Marine & Offshore S.L.U is forced for whatever reason, to compensate, in this case compensation will never be higher than the net amount on the invoice for the product which is damaged or caused the damage. Seabay Marine & Offshore S.L.U is never liable for consequential damages. Liability as described above will only be considered in case the product bought from Seabay Marine & Offshore S.L.U has been used correctly, according the instructions, and only in case there is gross negligence at the side of Seabay Marine & Offshore S.L.U. |
| 9.3. | Seabay Marine & Offshore S.L.U is not liable for any consequential damages, trading losses, indirect damages, loss of profit or turnover. This is not only applicable for the sale and or purchase of products, but also for any other agreement made by Seabay Marine & Offshore S.L.U in writing or not, for the repair or service of products. |
| 9.4. | Notwithstanding the provisions of this article, there can be no question of a guarantee if the wear can be considered as normal, and furthermore in the following cases: if changes to the product are made, including repairs not authorized by Seabay Marine & Offshore S.L.U or the manufacturer;if the original invoice cannot be submitted, is altered or made illegible;if defects are the result of improper use;if damage is caused by intent, gross negligence or improper maintenance;In case Seabay Marine & Offshore S.L.U is required to repair or service products, which have not been sold or delivered by Seabay Marine & Offshore S.L.U. |
| 9.5. | The Buyer is obliged to safeguard Seabay Marine & Offshore S.L.U from any possible claim by third parties regarding the implementation of the agreement against Seabay Marine & Offshore S.L.U, as far as the law does not preclude the damages and costs to be borne by the Buyer. |
| 9.6. | It is possible that Seabay Marine & Offshore S.L.U links to other Internet sites on its Internet site www.seabay.biz , that may be interesting or informative for the visitor. Such links are purely informative. Seabay Marine & Offshore S.L.U is not responsible for the content of the website referred to or the use that can be derived from it. |
| 10. | Force majeure |
| 10.1. | In case of circumstances outside Seabay Marine & Offshore S.L.U’s control, in case of force majeure, Seabay Marine & Offshore S.L.U is not obliged to meet its obligations to the seller, or the obligation is suspended for the duration of the force majeure. |
| 10.2. | Force majeure includes any circumstance beyond Seabay Marine & Offshore S.L.U ‘s control which prevent fulfilling the obligations towards the Buyer partially or completely. Those circumstances include strikes, fires, business disturbances, power failures, failures in (telecommunications) networks or connections or communications and/or at any time unavailability from the website, non or late delivery by suppliers or other third parties and the lack of any governmental issued license. |
| 11. | Intellectual property |
| 11.1. | The Buyer acknowledges that all intellectual property rights to the information, communications or other expressions relating to the products and/or the website of Seabay Marine & Offshore S.L.U, its suppliers or other claimants lie with Seabay Marine & Offshore S.L.U. |
| 11.2. | Intellectual property includes patents, copyrights, trademarks, designs and design rights and/or other (intellectual property) rights, including whether or not patentable technical and/or commercial know-how, methods and concepts. |
| 11.3. | The Buyer is prohibited to use or make changes in the intellectual property rights as described in this article, such as reproduction without explicit prior written consent of Seabay Marine & Offshore S.L.U, its suppliers or other claimants unless this is for private use of the product itself. |
| 12. | Personal data |
| 12.1. | The information the Buyer enters on the websites of Seabay Marine & Offshore S.L.U will be used only for processing the order or for sending requested information. The information will not be passed to third parties. |
| 12.2. | Seabay Marine & Offshore S.L.U will follow the applicable rulings of the privacy legislation. |
| 13. | Applicable law and competent court |
| 13.1. | All offers and agreements are governed exclusively by Spanish law. |
| 13.2. | The applicability of the CISG is explicitly excluded. |
| 13.3. | All and any dispute following an offer or agreement with Seabay Marine & Offshore S.L.U, will be handled by the competent Court of Algeciras, location Algeciras. |