Terms and Conditions

Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT

Aqua Marine Lighting SL (AML)

Business address: Camino de Génova 53, Puerta 10, Bajos A, 07014 Palma de Mallorca, Spain
Registered number: ESB88799374

DRAFT FOR LEGAL REVIEW — intended for business-to-business transactions. These terms must be reviewed by a Spanish-qualified lawyer before use, particularly for mandatory consumer, product-liability, international-sales and jurisdiction rules.

1. Definitions and application

1.1 “AML”, “Seller” or “we” means  Aqua Marine Lighting SL. “Buyer” means the person or entity placing an order with AML. “Goods” means all products, components, materials, equipment and accessories supplied by AML. “Services” means any design, sourcing, consultancy, installation, inspection, repair or other work supplied by AML.

1.2 These terms apply to every quotation, order, sale, delivery and service supplied by AML, unless AML expressly agrees a variation in a document signed by an authorised AML representative. They apply to business-to-business transactions to the fullest extent permitted by applicable law.

1.3 The Buyer’s purchase terms or other standard conditions are expressly rejected and shall not apply, even if attached to a purchase order, referenced in correspondence, or deemed accepted under the Buyer’s procedures. A contract is formed on AML’s written order confirmation or when AML begins performance, whichever occurs first, and is subject to these terms.

1.4 Any exception, waiver or variation is effective only if recorded in writing and expressly approved by an authorised AML representative. A one-off concession does not waive any right or create a course of dealing for future transactions.

1.5 If any provision is invalid or unenforceable, it shall be modified only to the minimum extent required to make it enforceable; the remaining provisions shall continue in force. Nothing in these terms excludes a liability or right that cannot lawfully be excluded.

2. Quotations, product information and reliance

2.1 Unless a quotation expressly states otherwise, it is an invitation to order, is non-binding and remains open for 28 calendar days from its date. AML may withdraw or revise a quotation before accepting the Buyer’s order.

2.2 Prices, availability, lead times and delivery dates are based on information available when quoted and may change before order acceptance. A quotation becomes binding only to the extent expressly stated in AML’s written order confirmation.

2.3 Product descriptions, photographs, drawings, samples, website content, catalogues, dimensions, colour representations, output figures and performance data are provided for general guidance. Minor variations may arise from manufacturing tolerances, suppliers, display settings or installation conditions. Only specifications expressly identified as contractual in AML’s written order confirmation are binding.

2.4 The Buyer is responsible for confirming before ordering that the Goods are suitable for the intended application, environment, voltage, control system, mounting arrangement, regulatory requirements and other project conditions. AML is not responsible for a design or selection based on incomplete, inaccurate or unverified information supplied by or for the Buyer.

2.5 The Buyer must promptly disclose all material operating conditions, relevant standards, classification requirements, installation constraints and intended uses. Unless expressly agreed in writing, AML does not warrant that Goods are certified, approved or suitable for a particular vessel, class notation, flag state, project specification or regulatory regime.

3. Orders, changes and cancellation

3.1 An order is accepted only when AML issues written confirmation or commences performance. AML may decline an order before acceptance.

3.2 The Buyer must check every order confirmation immediately and notify AML in writing of any error before AML begins procurement, production, configuration or other performance. Once performance has begun, changes require AML’s written agreement and the Buyer must pay all resulting costs, including supplier charges, engineering, administration, restocking, rework and delay costs.

3.3 No cancellation, postponement, reduction or suspension by the Buyer is effective unless AML agrees in writing. If AML agrees, the Buyer must pay for completed work, committed purchases, non-cancellable supplier costs, customisation, handling, transport, storage and a reasonable amount for work performed and profit lost, subject to applicable law.

3.4 Custom-made, configured, cut-to-size, special-order, sourced-to-order or non-stock Goods cannot be cancelled, returned or refunded except where AML expressly agrees in writing or mandatory law requires otherwise.

3.5 AML may subcontract any part of its obligations. AML remains responsible for its own contractual obligations to the extent required by law; no subcontracting creates a direct contract between the Buyer and the subcontractor unless expressly agreed.

4. Buyer information, materials and access

4.1 The Buyer must provide complete, accurate instructions, drawings, dimensions, samples, specifications, approvals, access, safe working conditions and materials by the dates agreed. The Buyer is responsible for verifying the accuracy and suitability of these items.

4.2 The Buyer must ensure that any materials supplied to AML are undamaged, correctly identified, fit for purpose and delivered to the agreed location in sufficient time. AML may inspect supplied materials but has no duty to identify hidden defects or verify the Buyer’s design.

4.3 If inaccurate information, late approvals, unsuitable materials, restricted access, unsafe conditions or other matters outside AML’s reasonable control delay or increase the cost of performance, AML may extend the timetable and charge the resulting reasonable costs.

4.4 The Buyer must ensure that its site, vessel, equipment and working area comply with applicable health, safety and access requirements and that AML is informed in advance of site-specific hazards and permit requirements.

5. Prices, taxes and additional costs

5.1 Prices are those stated in AML’s accepted quotation or order confirmation and are exclusive of VAT, customs duties, import/export charges, withholding taxes, bank charges, insurance, freight, packaging, travel, accommodation, permits and other charges unless expressly stated otherwise.

5.2 The Buyer must pay all applicable taxes and public charges in addition to the quoted price, except taxes imposed on AML’s net income. If the law requires the Buyer to withhold tax, the Buyer must notify AML in advance and cooperate to minimise the withholding; any gross-up applies only where lawful and expressly agreed in writing.

5.3 AML may adjust prices before dispatch or performance to reflect documented increases in supplier prices, raw materials, freight, duties, taxes, currency costs or other direct input costs occurring after quotation, provided AML gives the Buyer written notice. If the adjustment is material, the parties will discuss a reasonable solution; AML may cancel the affected unperformed portion if no agreement is reached, subject to applicable law.

5.4 AML may require a deposit, advance payment or other reasonable security before ordering, production, dispatch or commencement of Services.

6. Payment, overdue accounts and credit

6.1 Unless AML agrees a different period in writing, invoices are payable in full within four calendar days of the invoice date. Payment must be made in cleared funds, without set-off, counterclaim, deduction or withholding except where required by law.

6.2 The Buyer may not withhold payment because of a complaint, warranty request, dispute with its customer, pending insurance claim or alleged liability unless mandatory law expressly permits it or AML agrees in writing.

6.3 If any amount is overdue, AML may, to the extent permitted by law, charge statutory late-payment interest and recover reasonable debt-recovery costs, suspend further deliveries or Services, withhold documents, and require advance payment or security for future orders.

6.4 If the Buyer disputes an invoice, it must notify AML in writing within four calendar days of the invoice date, identify the specific disputed items and reasons, and pay all undisputed amounts by the due date. Failure to raise a timely, sufficiently detailed invoice query does not waive any non-excludable statutory right.

6.5 The Buyer is responsible for bank transfer fees and ensuring that AML receives the full invoiced amount.

7. Delivery, inspection on arrival and risk

7.1 Delivery dates are estimates unless AML expressly guarantees a date in writing. AML is not liable for delay caused by suppliers, carriers, customs, port or shipyard restrictions, the Buyer, force majeure or other circumstances outside AML’s reasonable control. Where delay occurs, AML may extend the delivery period by a reasonable time.

7.2 Unless expressly agreed otherwise in writing, delivery is ex works/dispatch from AML’s premises or the other location specified in AML’s order confirmation. Transport, insurance, export packaging, customs clearance, unloading and onward handling are for the Buyer’s account.

7.3 Risk of loss or damage passes to the Buyer when the Goods are handed to the first carrier or collected by the Buyer, to the extent permitted by applicable law. If AML agrees to arrange transport, this does not change the transfer of risk unless expressly agreed in writing.

7.4 The Buyer must inspect the outer packaging and shipment immediately on receipt, record visible damage or shortages on the carrier’s delivery document, retain relevant packaging and photographs, and notify both the carrier and AML promptly. Failure to note visible transit damage may prejudice a carrier claim but does not exclude any non-excludable statutory right against AML.

7.5 The Buyer must provide safe and timely access for delivery and take delivery when tendered. Reasonable storage, redelivery, waiting, demurrage and other costs caused by the Buyer’s failure to accept delivery may be charged to the Buyer.

7.6 AML may make partial deliveries where reasonable. Each partial delivery may be invoiced separately.

8. Inspection, complaints and returns

8.1 The Buyer must inspect all Goods promptly on delivery and, before installation, modification, processing, use or onward sale, verify the quantity, model, specification, visible condition and apparent operation of the Goods.

8.2 Any claim for shortage, transit damage, incorrect item, visible defect or apparent non-conformity must be sent to AML in writing within four calendar days after delivery. The notice must identify the invoice/order, affected item and quantity, describe the issue in detail, and include photographs, labels, serial numbers and other reasonably requested evidence.

8.3 Latent defects that could not reasonably have been discovered during the initial inspection must be notified in writing promptly after discovery, with details and supporting evidence. Nothing in these terms purports to remove rights that mandatory law does not permit AML to exclude or shorten.

8.4 The Buyer must stop using, installing, processing, modifying or reselling any Goods reasonably suspected of being defective or non-conforming, take reasonable steps to prevent further damage, and preserve the Goods and packaging for inspection. The Buyer must not repair, dismantle, cut, alter, discard or return affected Goods without AML’s prior written instructions, except where immediate action is reasonably necessary for safety.

8.5 AML must be given a reasonable opportunity to inspect and, where appropriate, test the Goods before liability is admitted or a remedy is agreed. The Buyer must provide reasonable cooperation and access. Where AML reasonably requires return of Goods, the Buyer must follow AML’s written return instructions, use suitable packaging, include all components and documentation, and obtain proof of shipment.

8.6 No return is authorised unless AML issues a written return authorisation. Unauthorised returns may be refused or held at the Buyer’s cost, subject to applicable law. Unless AML agrees otherwise in writing, the Buyer bears return transport and packaging costs and risk in transit.

8.7 For a substantiated claim, AML’s remedy will be determined under the applicable contract and mandatory law. Where legally permitted and appropriate, AML may choose to repair, replace, supply the missing item, re-perform the affected Service or credit/refund the price of the affected Goods. A remedy does not include labour, vessel downtime, access equipment, removal, reinstallation, travel, accommodation, third-party charges or other consequential expenses unless AML expressly agrees in writing or applicable law requires otherwise.

8.8 Goods supplied correctly and in conformity with the accepted order may not be returned for credit without AML’s prior written agreement. Stock returns accepted by AML may be subject to inspection, a reasonable handling/restocking charge and deduction for loss of value, to the extent permitted by law. Custom-made, special-order, configured, cut-to-size or non-stock Goods are not returnable except as required by law.

8.9 If returned Goods have been used, installed, modified, processed, damaged, incompletely returned or stripped of identifying labels or components, AML may be unable to verify the complaint or restore the Goods to saleable condition. Any resulting effect on a claim or credit will be assessed in accordance with applicable law and the evidence available.

9. No liability for buyer’s installation, resale or third-party charges

9.1 Unless AML has expressly contracted in writing to perform installation or commissioning, the Buyer is solely responsible for installation, integration, wiring, protection devices, compatibility, commissioning, testing, maintenance and compliance with applicable electrical, marine, class, flag-state and site requirements.

9.2 The Buyer must ensure that the Goods are installed by suitably qualified and authorised personnel in accordance with the manufacturer’s instructions, applicable standards and safe working practices. The Buyer must not energise or use Goods where installation, protection, compatibility or safety is uncertain.

9.3 The Buyer is responsible for inspecting and testing Goods before installation and onward sale. The Buyer must not represent that AML has approved a design, installation, certification or intended use unless AML has expressly confirmed that approval in writing.

9.4 To the fullest extent permitted by law, AML is not responsible for the Buyer’s or any third party’s labour, survey, diagnosis, removal, reinstallation, vessel access, dry-docking, travel, accommodation, crane, scaffolding, testing, downtime, loss of use, lost profit, penalties, liquidated damages, customer concessions or other indirect, consequential or incidental costs arising from the Goods or Services, unless expressly accepted by AML in writing or liability cannot lawfully be excluded.

9.5 The Buyer must not admit liability, promise compensation, settle a third-party claim or incur costs on AML’s behalf without AML’s prior written consent. AML is not responsible for amounts agreed or costs incurred without that consent, except to the extent mandatory law provides otherwise.

9.6 The Buyer shall, to the extent permitted by law, indemnify AML against third-party claims, losses, damages and reasonable costs arising from the Buyer’s misuse, improper installation, modification, combination, onward sale, failure to follow instructions, inaccurate representations or breach of these terms. This indemnity does not apply to the extent a claim is caused by AML’s own breach, negligence or other liability that cannot lawfully be excluded.

10. Limitation of liability

10.1 Nothing in these terms excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, defective products where liability cannot be excluded, or any other liability that applicable law prohibits excluding or limiting.

10.2 Subject to clause 10.1, AML shall not be liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, business, contracts, goodwill, use, production, charter income, vessel availability or data, or for penalties or claims passed on by the Buyer’s customers, whether in contract, tort (including negligence), statute or otherwise.

10.3 Subject to clause 10.1 and to the extent permitted by law, AML’s aggregate liability arising out of or in connection with an order, whether in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the net price paid or payable for the specific Goods or Services giving rise to the claim, capped at EUR 1,000 in total.

10.4 The Buyer must take reasonable steps to mitigate loss and must promptly notify AML of any event likely to give rise to a claim. AML shall not be liable to the extent that loss is caused or increased by the Buyer, its customer, installer, carrier or other third party.

10.5 The limitations in this article apply to the fullest extent permitted by law and are intended to apply separately to each legal basis of claim. They do not override any mandatory liability regime.

11. Warranty

11.1 For Goods manufactured by a third party, the applicable manufacturer’s warranty, if any, governs the manufacturer’s warranty coverage. AML may assist the Buyer in submitting a claim but does not independently extend or guarantee the manufacturer’s warranty unless AML expressly agrees in writing.

11.2 Any express warranty given by AML must be stated in a separate written warranty document or in AML’s order confirmation. Unless expressly agreed otherwise in writing, an AML warranty for AML-branded products is limited to one year from the date of delivery and covers only defects in materials or workmanship under normal, intended use.

11.3 To the extent permitted by law, AML’s warranty remedy is limited, at AML’s choice, to repair, replacement, re-performance or credit/refund for the affected Goods or part. Warranty work is a carry-in service unless AML agrees otherwise in writing. The Buyer bears the cost and risk of safely removing, packing and transporting Goods to AML and of returning them, unless mandatory law requires otherwise.

11.4 A warranty claim must be submitted in writing within the applicable warranty period and include proof of purchase, product identification, installation details, operating conditions, photographs or video where relevant, and a clear description of the fault. AML may request reasonable testing and inspection before deciding whether the claim is covered.

11.5 Warranty does not cover, to the extent permitted by law: normal wear and tear; cosmetic deterioration; consumables; damage in transit after risk has passed; incorrect storage; improper installation or commissioning; unsuitable electrical supply, wiring, fusing, protection or controls; use outside published limits; failure to follow instructions; unauthorised repair or modification; accident, impact, water ingress caused by installation or external factors, corrosion or chemical exposure outside specified conditions; external events; incompatible equipment; or defects in materials, structures or systems supplied by the Buyer or others.

11.6 The warranty does not cover costs of removal, reinstallation, access, lifting, dry-docking, travel, accommodation, labour, testing by third parties, loss of use, vessel downtime or consequential loss, except where AML expressly agrees in writing or applicable law requires otherwise.

11.7 The warranty is not extended by repair, replacement, advice or goodwill assistance unless AML confirms an extension in writing. Any goodwill assistance is voluntary and does not establish a precedent or admission of liability.

11.8 AML may refuse warranty coverage where reasonable inspection establishes that the claim is outside the warranty scope or where the Buyer has materially altered the Goods or prevented reliable testing. If no defect covered by warranty is found, AML may charge reasonable inspection, testing, handling and return-shipping costs after informing the Buyer of the likely charges.

11.9 This article does not reduce mandatory statutory rights that apply to the relevant transaction.

12. Retention of title

12.1 To the fullest extent permitted by applicable law, title to Goods remains with AML until AML has received full cleared payment for those Goods and all other sums due from the Buyer to AML in respect of any transaction.

12.2 Until title passes, the Buyer shall keep the Goods identifiable, in good condition and separate where reasonably practicable; shall not pledge or grant security over them; and shall maintain appropriate insurance. The Buyer may resell Goods in the ordinary course of business only where permitted by applicable law and provided it does not prejudice AML’s rights.

12.3 If payment is overdue or the Buyer materially breaches the contract, AML may, subject to applicable law, require the Buyer to preserve and make the Goods available for collection. The Buyer shall provide reasonable cooperation. This clause does not authorise entry onto premises without consent or lawful authority.

12.4 Risk passes in accordance with Article 7 even while title is retained, to the extent permitted by law.

13. Intellectual property and confidential information

13.1 All intellectual property rights in AML’s drawings, designs, calculations, quotations, photographs, documentation, specifications, software, methods and other materials remain with AML or its licensors, unless expressly agreed otherwise in writing.

13.2 The Buyer may use AML-supplied documents only for evaluating, installing, operating and maintaining the Goods supplied under the relevant order. The Buyer must not copy, publish, modify, distribute, reverse engineer or use such materials to manufacture competing products or obtain substitute products, except to the extent permitted by law or expressly authorised by AML in writing.

13.3 The Buyer must keep AML’s non-public commercial, technical and pricing information confidential and disclose it only to personnel or professional advisers who need to know it and are subject to confidentiality obligations, unless disclosure is legally required.

13.4 The Buyer must not remove or obscure product identification, trademarks, serial numbers, safety labels or proprietary notices.

14. Suspension, termination and insolvency

14.1 AML may suspend performance or cancel the unperformed part of an order by written notice if the Buyer fails to pay, materially breaches the agreement, fails to provide required information or approvals, becomes insolvent, ceases or threatens to cease business, or AML reasonably considers that payment or performance is at material risk, subject to applicable law.

14.2 On suspension or termination, the Buyer must pay for Goods delivered, Services performed, work in progress, committed supplier orders, non-cancellable costs and reasonable costs arising from the suspension or termination, subject to applicable law.

14.3 AML may refuse or discontinue any order where performance would reasonably risk breach of law, sanctions, export controls, safety requirements or a third-party intellectual property right.

15. Force majeure

15.1 AML is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, sanctions, governmental action, port or transport disruption, shortage of materials, supplier failure, industrial action, power or communications failure, or serious illness or unavailability of essential personnel.

15.2 AML shall notify the Buyer within a reasonable time after becoming aware of a force majeure event and may suspend performance for the duration of the event. If the event continues for more than 60 days, either party may cancel the affected unperformed portion by written notice; the Buyer must pay for Goods delivered, Services performed and unavoidable committed costs incurred up to cancellation, subject to applicable law.

16. Compliance and intended use

16.1 The Buyer is responsible for determining and complying with all laws, regulations, certification, class, flag-state, vessel, electrical, environmental, import/export and installation requirements applicable to its purchase and use of the Goods, unless AML expressly undertakes a specific compliance obligation in writing.

16.2 The Buyer must not use or supply the Goods for an unlawful purpose or in a way that violates applicable sanctions, export controls or safety requirements. The Buyer must provide any end-use or end-user information reasonably requested by AML.

16.3 No statement by AML should be interpreted as certification or approval by a classification society, regulator, flag state, shipyard or other authority unless the relevant approval is expressly identified in writing and supported by valid documentation.

17. Notices and records

17.1 Formal notices under these terms must be sent in writing to the business address or email address shown on AML’s quotation, invoice or order confirmation, or to any updated address notified in writing. Notices of defects or warranty claims must identify the relevant order and provide sufficient detail to allow investigation.

17.2 The Buyer is responsible for keeping copies of order confirmations, invoices, delivery records, installation records, serial numbers, photographs and correspondence relevant to the Goods.

17.3 Email is an acceptable form of written communication unless mandatory law or an express written agreement requires another method. A notice is treated as received when delivery is confirmed or, for email, when no delivery failure notice is received and it is sent to the correct notified address, subject to evidence to the contrary.

18. Governing law and jurisdiction

18.1 These terms and every order are governed by the laws of Spain, excluding its conflict-of-law rules, subject to any mandatory law that applies.

18.2 For business-to-business transactions, the parties submit to the courts of Palma de Mallorca, Spain, to the extent that such choice of jurisdiction is legally valid and enforceable. This clause does not override mandatory jurisdiction rules or any applicable international convention that cannot be excluded.

18.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded to the extent that the exclusion is legally effective.

18.4 The English version is provided for convenience. If a Spanish version is signed or expressly agreed as controlling, that version shall prevail to the extent stated in the relevant agreement.

19. Amendments and entire agreement

19.1 These terms, together with AML’s accepted quotation, order confirmation and any expressly incorporated written warranty, form the agreement for the relevant order and supersede prior discussions and representations concerning that order.

19.2 Any amendment must be agreed in writing by authorised representatives of both parties. AML may update these terms for future orders by publishing or sending a revised version; the version applicable to an accepted order is the version expressly incorporated into that order, except where the parties agree otherwise in writing.

19.3 A failure or delay by AML in enforcing a right does not waive that right. Any waiver applies only to the specific matter for which it is given.

20. Written authorisation for consignment or approval

20.1 Goods are supplied on a sale basis unless AML expressly confirms in writing that they are supplied on consignment or for approval. Any such written confirmation must specify the goods, period, permitted use, responsibility for loss or damage, insurance, return arrangements and payment terms.

20.2 The Buyer is responsible for safeguarding consignment or approval Goods and must not sell, install, alter, lend or transfer them except as expressly authorised in writing.