1. General
1.1 These conditions are applicable to all quotations of, contracts with and work effected by
Apollonian Shipmanagement Ltd (hereinafter referred as “Apollonian”).
1.2 The term “work” in these conditions includes sale and/or delivery of goods, as well as
rendering of services.
1.3 Any deviation from these conditions must be confirmed by Apollonian in writing, in order
to be valid against Apollonian.
1.4 Apollonian expressly repudiates all other conditions or general terms of the other party
and/or Apollonian’ contractual counterpart and/or their agents (all to be considered as
“Apollonian”).
2. Quotations-Contract
2.1 All quotations are given without prejudice and are based on information furnished by the
enquiring party.
2.2 Quotations given by Apollonian are valid for thirty (30) days unless otherwise stated in the
quotation and a binding contract is established only when Apollonian have confirmed the
order.
2.3 In case an order is given by another person or company than the actual owner of the
property on which the work shall be carried out, or than the Customer, the ordering person or
company shall be, together with the Customer, jointly and severally liable against Apollonian
for all amounts due to Apollonian according to the contract and/or to these general conditions,
and in all other respects, together with the Customer, be jointly and severally bound by these
conditions.
3. Changes in Contract
3.1 All alterations of the work to be carried out by Apollonian according to a contract,
irrespective if such alteration is a result of the Customer’s instructions, or discrepancies
between the actual situation and the information given by the Customer, shall be considered
as additional work to which these General Conditions will apply.
3.2 Apollonian is entitled to assign a third party to (the execution of) the work within affiliated
entities of Apollonian.
4. Price
4.1 In addition to the price agreed for work to be carried out by Apollonian, the Customer will
be charged for travel and waiting time for personnel supplied by Apollonian.
4.2 In addition, the Customer is liable for all costs incurred in connection with carrying out of
the agreed work, including not limited to, freight charges, travel costs and expenses, costs for
hotel, accommodation and allowance.
4.3 Apollonian is entitled to charge for administrative costs incurred according to their
applicable tariff.
5. Payment
5.1 Payment for the work of Apollonian, together with costs and expenses, shall be made by
the Customer within thirty (30) days from the date of Apollonian’s invoice and without any
deductions whatsoever.
5.2 Apollonian is entitled to charge interest on all late payments of 4% per month, part of a
month to be considered as a whole month, and to have judicial and other costs regarding the
collection of the outstanding amounts remunerated by the Customer.
5.3 Comments or remarks which the Customer might have with regard to the invoices
presented by Apollonian, must have been made in writing within ten (10) days from receipt of
the invoice, to be considered.
5.4 Goods delivered by Apollonian shall remain the property of Apollonian for as long as the
Customer has not affected full payment in respect of the work done by Apollonian.
5.5 Unless payment is made in accordance with the General Conditions Apollonian has the
right to sell such property at their discretion in order to cover their claim.
5.6 Apollonian shall have the right to attach property of the Customer in order to secure
outstanding amounts.
6. Supervision and Warranty
6.1 All work carried out by Apollonian is effected under the supervision and responsibility of
the Customer.
6.2 The Customer undertakes to give Apollonian all necessary assistance for the carrying out
of the contractual work.
6.3 Apollonian warrant that skilled men will be used for the contract work.
7. Liability
7.1 Apollonian is not liable for any damage whatsoever which might arise in connection with
the work carried out, unless such damage can be proved to be a result of gross negligence by
the management of Apollonian or any of their employees or subcontractors and always
provided that Apollonian has not exercised due diligence in the choice and supervision of the
employee(s) or subcontractors involved.
7.2 It is hereby expressly agreed and accepted by the Customer that no employee, agent or
subcontractor of Apollonian shall in any circumstance whatsoever be under any liability
whatsoever to the Customer and every right, exemption, limitation, defence and immunity of
whatever nature applicable to Apollonian or to which Apollonian is entitled according to these
General Conditions shall also be available and shall extend to protect every such employee,
agent or subcontractor.
7.3 Stipulations which limit, exclude or determine liability towards Apollonian, in connection
with goods or services supplied by Apollonian’s suppliers or subcontractors can also be
asserted against Customer by Apollonian.
7.4 If Apollonian should be found to be liable for any damage, this liability shall not involve
consequential damage and never exceed Euro 15.000,00 – for each contract.
7.5 In case Apollonian is found liable for damage in connection with execution of a contract as
against third parties against whom Apollonian cannot invoke these Terms and Conditions, the
Customer undertakes to indemnify Apollonian insofar as such claims would have been
excluded if the General Conditions would have been applicable as against such third party.
7.6 Apollonian shall not be liable for any damage arising from force majeure, understood as all
circumstance beyond the control of Apollonian, irrespective of whether the circumstance was
foreseeable or not, which prevent, permanently or temporarily, the successful fulfilment of
the contract, including but not limited to – strikes, lock-outs, war, want of transportation
facilities and failure by subcontractors.
7.7 The Customer shall notify Apollonian immediately upon knowledge thereof, in writing, of
any and all damage allegedly caused by Apollonian and any claim which relates thereto, must
be presented to Apollonian in writing, not later than three (2) months from the date of
contractual work was terminated or should have been terminated. If the Customer fails to
comply with the above mentioned, Apollonian shall be relieved from all liability.
8. Cancellation
8.1 In case the Customer cancels a contract, Apollonian is entitled to debit the Customer for
the time spent and costs incurred.
8.2 In case the execution of the contractual work has been hindered by force majeure, as
specified in Clause 7.6 above for more than two (2) weeks, either of the parties is entitled to
cancel the contract. In case of cancellation for such reasons, neither of the parties shall be
entitled to have damages, but Apollonian shall always have the right to compensation, as
mentioned under Clause 8.1 above.
9. Applicable Law and Jurisdiction
9.1 English law shall govern Apollonian’s quotations, the contract(s) between Apollonian and
the Customer and also the work done by Apollonian.
9.2 All disputes arising in connection with the contract or other contracts and further contracts
resulting thereof, between Apollonian and a Customer, shall, with the below mentioned
exceptions, be finally settled by Arbitration in accordance with the Rules of the Courts of
England.
9.3 The arbitration proceedings shall take place in London and be conducted in the English
language.
9.4 In case property is attached as per clause 5.9 above, Apollonian has the right to start Court
proceedings for the collection of outstanding amounts within the jurisdiction and before the
competent Court of the place of attachment.
9.5 The parties shall comply with all applicable laws, statutes and regulations relating to anticorruption, anti-bribery and personal data protection.
10. Intellectual Property and Ownership
All patents, copyright and other intellectual property rights originating or deriving from the
Services shall be deemed to be the undisputed property of Apollonian Shipmanagement. All
documentation or material of whatsoever nature developed made by ASM shall be considered
property of Apollonian Shipmanagement.