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STANDARD TERMS AND CONDITIONS OF PURCHASE

of FFH Global Marine Services L.L.C,
a legal entity organized and acting under the laws UAE and registered at Office 105, Dubai Supreme Court Complex, Riyadh Street, Umm Hurair 2, Dubai, 63877, United Arab Emirates.

License No. 1319683

Register No. 2239900

These STANDARD TERMS AND CONDITIONS OF PURCHASE are officially published and maintained on the website of FFH Global Marine Services L.L.C at www.ffh-navitus.com.

These STANDARD TERMS AND CONDITIONS OF PURCHASE constitute a standing public offer and an integral part of any procurement activity initiated by FFH Global Marine Services L.L.C (acting solely as Agent). By accessing, viewing, or interacting with any electronic request for quotation (RFQ), inquiry, or Purchase Order within the SERTICA[1] ERP system (or any other digital platform), or by commencing any performance, manufacturing, or delivery of Goods/Services, the Vendor expressly acknowledges, agrees, and confirms that it has read, understood, and bound itself to these Terms as published on the Website at the time the respective transaction is initiated. No physical or digital signature of these Terms by either Party is required to make them fully binding and enforceable under Clause 14 of the STANDARD TERMS AND CONDITIONS OF PURCHASE.

1.DEFINITIONS

“Owner” means the registered owner of the vessel stated in the Purchase Order.

“Purchase Order” means the document issued by the Agent to the Vendor specifying the goods to be supplied, including prices (if applicable), delivery terms, quantities and other relevant information regarding the goods, which upon acceptance by the Vendor forms an integral part of this Standard Terms and Conditions of Purchase.

“Agent” means FFH Global Marine Services L.L.C acting solely as procurement and logistics coordinator on behalf of the Owner.

“Vendor” means the supplier accepting this Purchase Order.

2.AGENCY STATUS

Agent acts solely as purchasing, payment and logistics agent for and on behalf of the Owner.

Under no circumstances shall Agent be considered the purchaser, buyer, consignee, importer of record, debtor, guarantor, or principal party to this transaction.

The Vendor expressly acknowledges that any sale is made to the Owner and not to the Agent.

3. ACCEPTANCE OF PURCHASE ORDER

The Purchase Order constitutes an offer to purchase and shall be deemed fully accepted by the Vendor, creating a binding contract under this Standard Terms and Conditions of Purchase, upon the occurrence of any of the following events (whichever occurs first):

  1. a) written confirmation or acknowledgement of the Purchase Order by the Vendor (via email, digital signature, or physical document)
  2. b) electronic acknowledgment, confirmation, or acceptance by the Vendor within any electronic procurement platform, maritime e-marketplace (including but not limited to SERTICA ERP system[2], or similar platforms), any other maritime e-marketplace, or digital purchasing platform used to transmit the Purchase Order;
  3. c) commencement of performance, manufacturing, sourcing, testing, or packaging of the requested Goods;
  4. d) dispatch, delivery, or handover of the Goods (or any part thereof) to the designated location, vessel, or logistics carrier;
  5. e) acceptance or processing of any advance payment or deposit from the Owner or the Agent.

Acceptance of the Purchase Order constitutes acceptance of all terms and conditions contained herein.

Any terms or conditions proposed, attached, or referenced by the Vendor within maritime e-marketplace, or contained in its invoices, delivery notes, or standard terms of sale that conflict with, modify, or add to these Terms and Conditions shall be void and of no legal effect, unless expressly agreed to in writing and signed by an authorized representative of FFH Global Marine Services L.L.C.

Once accepted by any of the methods stated in this Clause, the Vendor may not cancel, alter, or delay the performance of the Purchase Order without the prior written consent of the Agent or the Owner.

4. QUALITY AND WARRANTY

All goods supplied, unless otherwise expressly stated in the Purchase Order, shall:

  1. a) be absolutely new, unused, of recent manufacture and of the latest current production model/version available, containing only original components unless otherwise specified. Unless otherwise expressly specified in the Purchase Order, no second-hand, reconditioned, refurbished, remanufactured, counterfeit, or aged/stale stock goods shall be supplied. The goods must be delivered in their original, sealed, and undamaged manufacturer’s packaging, complete with all factory-applied serial numbers and identification labels intact.;
  2. b) strictly comply with applicable international maritime standards, regulations and conventions, and must fully meet the requirement of the vessel’s relevant Classification Society where mandatory for the technical nature of goods;
  3. c) fully comply with the latest, current manufacturer specifications, technical data sheets and performance standards;
  4. d) be completely free from any latent or patent defects in design, engineering, materials and workmanship and be fully fit for the specific purpose, harsh marine environment and operational conditions for which they are intended;

Vendor warrants supplied goods for a minimum period of twelve (12) months from delivery or eighteen (18) months from manufacture, whichever expires first.

Provisions and Bonded Stores shall:

  1. a) be completely safe, wholesome, unadulterated, and fully fit for human consumption in strict accordance with all relevant applicable standard;
  2. b) be sourced, handled, packed, and transported in full compliance with recognized international food safety standards (including ISO 22000 or relevant applicable standard), ensuring an unbroken cold chain for temperature-controlled and frozen items until actual delivery date;
  3. c) have a remaining shelf life of at least 70% of the manufacturer’s total original shelf life (or a minimum of 6 months for non-perishable goods) at the time of delivery date, with clear and legible expiration dates printed on each original package;
  4. d) be accompanied by all mandatory health, sanitary, veterinary, and halal certificates (where applicable) required by the laws of the port of delivery

5. DELIVERY

Vendor shall deliver goods to the specific location, vessel, port, forwarder’s warehouse explicitly designated in the respective Purchase Order (the “Delivery Location”).  Unless otherwise expressly agreed in the Purchase Order or in writing between the Agent and the Vendor, all deliveries shall be made on a DDP (Delivery Duty Paid) (INCOTERMS 2020) basis to the Delivery Location

All costs, expenses, and risks associated with the packaging, transport, freight, handling, customs clearance (under DDP), and delivery of the goods to the specified Delivery Location shall be borne solely by the Vendor. The risk of loss, damage, or loss of the goods shall pass from the Vendor to the Owner only upon actual, verified receipt and physical handover of the Goods at the designated Delivery Location.

Time of delivery is strictly of the essence for delivery of the goods. If Vendor fails to deliver the goods by the agreed delivery date (by the agreed time if applicable), the Agent shall have the right, at its sole discretion and without any liability, penalty, or prior court order, to:

  1. a) cancel all or any part of the affected Purchase Order immediately;
  2. b) purchase substituted goods from an alternative supplier; and
  3. c) recover from the Vendor any and all resulting documentary confirmed losses, damages, price differences, storage fees, customs fines and extra logistics costs incurred due to such failure of the Vendor.

If the late delivery of Goods directly causes or contributes to a delay in the vessel’s departure, scheduling, or operational readiness, the Vendor shall pay to the Owner liquidated damages at the rate specified in the Purchase Order (or, if not specified, a reasonable rate covering actual port/demurrage expenses) for each day of delay, up to a maximum cap of 30% of the total Purchase Order value, without prejudice to any other remedies available to the Owner under applicable law.

The Vendor expressly agrees that the Agent (FFH Global Marine Services L.L.C) is fully authorized by the Owner to formally demand, claim, collect, and receive such liquidated damages directly from the Vendor on behalf of the Owner.

 

All Goods must be securely packed, preserved, and labeled by the Vendor to withstand marine transport, climate changes, and handling conditions. Each shipment must be accompanied by a detailed packing list referencing the exact Purchase Order number, alongside all technical and operational documents required under Clause 8. Delivery shall not be deemed complete until all such correct documentation is provided.

 

6. INSPECTION AND REJECTION

Owner, vessel representatives, classification society representatives, and FFH Global Marine Services L.L.C reserve the right to inspect goods upon receipt at the Delivery Location. However, physical receipt, signing of delivery notes, or silence at the time of delivery shall not constitute final acceptance of the goods, nor shall it operate as a waiver of any rights, warranties, or claims regarding latent (hidden) defects, shortages, or non-conformity with specifications.

The Owner, Agent or vessel representative shall have three (3) business days from the date of physical delivery to inspect the goods for any visible damage, shortages, or external non-conformity, and notify the Vendor of rejection. For any latent defects, internal manufacturing faults, or technical non-conformities that cannot be discovered by a reasonable external inspection upon receipt, the Owner and the Agent shall have the right to reject the goods within the Warranty Period.

Upon written notice of rejection from the Agent or the Owner, the Vendor shall, at its sole risk and expense, immediately:

  1. a) remove and retrieve the rejected Goods from the Delivery Location or the vessel’s port of call; and
  2. b) at the Owner’s or Agent’s sole option, either provide a fully conforming replacement within the shortest emergency timeline possible, or issue a full refund of any amounts paid for such goods.

 

If the Vendor fails to remove the rejected goods within a reasonable period of time (not exceeding seven (7) calendar days) after receiving the rejection notice, the Owner or Agent may store, return (at Vendor’s expense), or dispose of the rejected goods at the Vendor’s sole cost and risk, without any liability to the Vendor.

7. PRICE

The price stated in the Purchase Order is fixed, firm, and final. The price stated in the Purchase Order shall not be subject to any escalation, increase, or adjustment due to fluctuations in currency exchange rates, changes in material or labour costs, or market conditions. Unless explicitly stated otherwise in the Purchase Order, the price is all-inclusive and covers all costs necessary for full performance, including but not limited to packaging, crating, marking, documentation, testing, administrative expenses, and transport to the Delivery Location.

By accepting the Purchase Order, the Vendor expressly warrants that the agreed price includes all port delivery charges, customs clearance fees (under DDP terms), gate passes, terminal handling charges (THC), overtime fees, any hire costs required to deliver the Goods to the Delivery Location.

All quotations and invoices must clearly and separately state any applicable Value Added Tax (VAT), sales taxes, or custom duties. If the Vendor is delivering to a tax-exempt area, a free zone under applicable law, the Vendor shall apply the appropriate tax exemption or zero-rate, provided that the Agent or Owner supplies the necessary supporting documentation.

The Vendor, the Agent and the Owner shall be solely and exclusively responsible for, and shall bear the full burden of its own corporate, income, revenue, withholdings or other taxes, levies, duties imposed upon by any competent governmental or tax authority in its respective country of registration, incorporation, or place of business, in accordance with applicable laws. Neither Party shall be liable for any tax obligations, deficiencies, or penalties of the other Party.

 

8. DOCUMENTATION

Vendor shall provide all documentation required for vessel operations, including where applicable:

All documents, manuals, certificates, and safety instructions must be provided in the English language (via email or the SERTICA ERP system) prior to or at the exact time of delivery, and as physical copies alongside the goods if requested in the Purchase Order.

The Vendor expressly acknowledges that the provision of correct, valid, and fully conforming documentation under this Article is a material obligation and a condition precedent to both:

 

  1. a) the completion of delivery (goods delivered without the required certificates shall be treated as non-conforming and may be rejected under Article 6); and

 

  1. b) the Owner’s (Agent’s) obligation to process payments (in a case of postpone payment terms).

The Agent (FFH Global Marine Services L.L.C) reserves the absolute right to withhold payment in full, without accruing any late interest or penalties, until all mandatory documents and certificates are received and verified.

9. INDEMNITY

The Vendor shall fully indemnify, defend, and hold harmless the Owner and the Agent, the vessel, her master, officers, crew from and against any and all claims, demands, losses, damages, liabilities, penalties, fines, costs and expenses (including but not limited to court and arbitration expenses and reasonable attorney’s fees) arising directly or indirectly out or in connection with:

  1. a) any defective, non-conforming, or unsafe goods supplied by the Vendor;
  2. b) any Vendor’s failure or failure of Vendor’s employees, subcontractors to comply with applicable local and international laws and regulations or safety standards;
  3. c) any actual or alleged infringement of third-party intellectual property rights patents, trademarks, or copyrights related to the goods;
  4. d) any gross negligence, wilful misconduct, or omissions by the Vendor, its personnel, agents, or transport carriers during the performance of the Purchase Order.

The Vendor strictly warrants that it will fully and timely pay all its suppliers, manufacturers, subcontractors, and laborers involved in fulfilling the Purchase Order (the “counter-parties”). Under no circumstances shall the Vendor or any of its counter-parties create, permit, or allow any lien, encumbrance, or right of retention of the goods. The Vendor expressly acknowledges and agrees that the warranties contained in this Clause are made on the date of acceptance of the Purchase Order and shall be deemed automatically repeated (Repetitive Warranty) and reaffirmed by the Vendor in full on the exact date of delivery of the goods under the relevant Purchase Order.

10. LIMITATION OF LIABILITY

The Vendor expressly acknowledges and agrees that Agent acts strictly and solely as a procurement and logistics coordinator for and on behalf of the Owner of the vessel. The Identity of the Owner (the Principal) is fully disclosed to the Vendor via the Purchase Order and/or the SERTICA ERP system. Accordingly, all contractual rights, obligations, and payment liabilities under any Purchase Order exist exclusively between the Owner and the Vendor.

 

Under no circumstances shall the Agent be considered a buyer, co-buyer, debtor, guarantor, or surety for any financial obligations of the Owner. Notwithstanding the foregoing, the Vendor expressly acknowledges and agrees that the Agent is fully authorized by the Owner to process and settle payments to the Vendor for and on behalf of the Owner, using the Agent’s own bank accounts or funds. Any such payment made by the Agent shall strictly constitute the discharge of the Owner’s debt and shall not alter the Agent’s status or make the Agent personally liable for any remaining or future payment obligations under the Purchase Order. The Vendor hereby waives any right to demand, sue, or collect payment from the Agent, or to freeze the Agent’s bank accounts, for any unpaid invoices, interests, or financial defaults committed by the Owner.

 

FFH Global Marine Services L.L.C shall not be liable for:

  1. a) quality merchantability, or fitness for purpose of the goods supplied by the Vendor;
  2. b) any manufacturing, latent, or patent defects in the goods;
  3. c) any delays caused by Vendor or third-party carriers (except for the cases when third-party carrier is appointed by the Agent);
  4. d) consequential losses;
  5. e) losses arising from use of supplied goods.

 

11. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations (except for payment obligations for Goods already delivered and accepted) if and to the extent such delay or failure is caused by an event of Force Majeure.  Force Majeure means any event beyond the reasonable control of the affected Party, which is unforeseeable and unavoidable, including but not limited to: war, acts of terrorism, civil unrest, international sanctions (subject to Clause 12), general strikes, natural disasters, epidemics, total port closures, or total or partial shutdowns, suspensions, technical failures, or disconnections of international payment networks (including but not limited to SWIFT, local central bank clearing systems, or major clearing house facilities). The affected Party must notify the other Party in writing within forty-eight (48) hours of the occurrence, providing documented proof issued by a local Chamber of Commerce, competent governmental authority, or official banking institution.

Notwithstanding the above said If any payment initiated by the Agent or Owner under this Agreement is delayed, suspended, frozen, or rejected by any intermediary bank, clearing house, or regulatory body due to automated compliance checks, screening filters, or international banking restrictions, such event shall be strictly treated as an event of Force Majeure affecting the paying party.

12. SANCTIONS COMPLIANCE

The Vendor strictly warrants, represents, and covenants that neither it, nor its ultimate beneficial owners (UBOs), parent companies, subsidiaries, affiliates, directors, officers, agents, or the manufacturing facilities where the goods are produced, are currently subject to, or targeted by any economic, trade, or financial sanctions, embargoes, or restrictive measures administered or enforced by the United Nations Security Council (UN), the United States Government (including OFAC and the Department of State), the European Union (EU), the United Kingdom (HM Treasury), or the Government of the United Arab Emirates (UAE) (collectively, “Sanctions Authorities”).

Vendor shall comply with all applicable export control and sanctions regulations.

 

13. CONFIDENTIALITY

The Vendor shall keep strictly confidential all commercial, technical, financial, and operational information received in connection with this Standard Terms and Conditions of Purchase or with the Purchase Order, including but not limited to: prices, discount structures, vessel names, current positions of vessels, itineraries, names of the Owner/crew, and technical drawings.

The rules of this Clause shall not apply to information that is in the public domain through no fault of the Vendor, or required to be disclosed by law or port regulatory bodies. These confidentiality obligations shall strictly apply to the Vendor from the moment the Vendor receives, accesses, or interacts with the Purchase Order and shall survive the completion, cancellation, or expiration of the respective Purchase Order for a continuous period of three (3) years thereafter.

14. GOVERNING LAW

This Standard Terms and Conditions of Purchase, each individual Purchase Order, and any non-contractual obligations arising out of or in connection with them shall be governed by, and construed exclusively in accordance with, the laws of England and Wales. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) 1980 is expressly and totally excluded.

 

15. DISPUTE RESOLUTION

Any dispute arising out of or in connection with this Standard Terms and Conditions of Purchase, each individual Purchase Order shall first be resolved through good faith negotiations with a limitation of 30 (thirty) calendar days.

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause.

The number of arbitrators shall be one.

The seat of arbitration shall be Dubai.

The language to be used in the arbitration shall be English.

 

16. ENTIRE AGREEMENT

This Agreement (consisting of these Standard Terms and Conditions of Purchase together with the specific details of the accepted Purchase Order) constitutes the entire, final, and exclusive agreement between the Vendor, the Owner, and the Agent regarding the subject matter hereof. It supersedes and extinguishes any and all prior or contemporaneous oral or written agreements, understandings, representations, warranties, promises, communications, quotations, or negotiations between the Parties (including any notes, messages, or chats exchanged within the SERTICA ERP system or via email).

 

The Vendor acknowledges and agrees that in accepting the Purchase Order, it has not relied upon, and shall have no remedy in respect of, any statement, representation, warranty, or understanding (whether negligently or innocently made) of any person (whether a party to this Agreement or not) other than as expressly set out in these Terms and Conditions. Nothing in this Clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

No variation, modification, amendment, or waiver of any provision of these Standard Terms and Conditions of Purchase or the Purchase Order shall be valid or binding unless it is explicitly agreed to in writing and signed (or verified via an authorized digital confirmation workflow within the SERTICA ERP system) by a duly authorized representative of FFH Global Marine Services L.L.C.

[1] the reference to the “SERTICA” ERP system (or any other third-party electronic platform, software, or digital marketplace) within these Terms and Conditions or any Purchase Order is solely for operational and identifying purposes. All product names, logos, brands, trademarks, and registered trademarks—including “SERTICA”—are the sole property of their respective official registered owners. Use of these names does not imply any affiliation with, endorsement by, or sponsorship by the trademark owners, nor does it grant any party any intellectual property rights over such platforms or software.

 

FFH Global Marine Services LLC Precision. Reliability. Global Reach.
STANDARD TERMS AND CONDITIONS OF PURCHASE