General Sales Terms

1. DEFINITIONS

• Vendor refers to the Innovate Trade House member company contracted to supply Goods, including its subcontractors and suppliers.
• Purchaser refers to the individual or entity placing the order for the Goods. If the individual or entity is acting as a manager or agent, the manager or agent, along with the principal, will be jointly and severally liable. References to “Purchaser” in this document will include both the manager/agent and the principal.
• Goods means any and all items ordered by the Purchaser and/or supplied by the Vendor.
• Vessel refers to the ship(s) to which Goods are or will be delivered. The Purchaser must provide the name of the Vessel to the Vendor.
• Order refers to the request submitted by the Purchaser to the Vendor, specifying the Goods to be supplied.
• Final Confirmation refers to the written confirmation sent to the Purchaser by fax or email, indicating that the Vendor has confirmed the Order.
• Place of Delivery or Port of Delivery refers to the location or port specified by the Purchaser within the Order, where the Goods will be delivered to the Vessel.

Unless otherwise agreed in writing, the following terms and conditions will apply to all contracts, orders, and deliveries. Any conflicting purchasing conditions from the Purchaser will be deemed rejected by the Vendor unless expressly accepted in writing.

2. GENERAL

2.1 Formation of Contract

• The Purchaser will submit a request for quotation (RFQ) specifying the items for which a quotation is required. The Vendor is under no obligation to provide a quotation.
• The Vendor will provide a quotation, specifying the items it can supply and the terms of supply.
• The Purchaser will place a written Order specifying the items to be supplied.
• The Vendor will issue a Final Confirmation, detailing the items it commits to supplying. There will be no binding obligation on the Vendor until the Final Confirmation has been issued, clearly identifying the Goods.
• Prior to issuing the Final Confirmation, the Vendor may alter the terms of the quotation, including the price, quantity, and quality of the Goods.

2.2 Nomination and Notices

• No later than two working days before the intended delivery date, the Purchaser will notify the Vendor of the Vessel’s name, the delivery date, the delivery location, and any additional information the Vendor requires. The Purchaser will also provide the necessary requisitions for port authorities, customs authorities, inquiry sheets, SPL reports, and any relevant documents. The Purchaser will bear all costs associated with failing to provide the required information.
• The Purchaser (or its agent or the Vessel’s master) will issue a notice of readiness to the Vendor at least 48 hours before the estimated arrival time of the Vessel, notifying the Vendor when the Vessel is ready for delivery. The Purchaser will also make the required notifications to administrative authorities.

2.3 Delivery, Quantity, Samples, Quality, and Packing

• The Goods will conform to the standard applicable at the time and place of delivery. They will be supplied in accordance with customary practices at the time and place of delivery.
• The Purchaser must inform the Vendor of any special packing requirements at the time of placing the Order. If the Purchaser fails to do so, it will be liable for any consequences arising from the lack of information. Any additional costs incurred to comply with special packing requirements will be borne by the Purchaser.

2.4 Delivery and Supply

• The Vendor will make reasonable efforts to deliver the Goods within the requested time frame but does not guarantee delivery on time. The Vendor will not be