''General Condıtıons of Sales and Servıce''
1. General and Scope of Application:
These General Terms and Conditions of Sales and Service (“Terms”) apply to all quotations, offers, order confirmations, sales, deliveries, technical services, inspections, surveys, repairs, installations, commissioning works and other services provided by TRC Marine Electronics (“TRC Marine”).
These Terms shall apply to all products, spare parts, equipment, systems and services supplied by TRC Marine, including but not limited to marine communication, navigation and safety equipment, GMDSS services and surveys, VDR / S-VDR services and Annual Performance Tests, gyrocompass services and overhauls, magnetic compass adjustment, onboard technical services, satellite communication services, installation, commissioning, maintenance, repair and technical support.
Unless otherwise expressly agreed in writing, these Terms shall form an integral part of every quotation, purchase order acceptance and agreement between TRC Marine and the customer.
Any terms and conditions submitted by the Customer shall only apply if expressly accepted by TRC Marine in writing.
2. Quotations and Orders:
All quotations issued by TRC Marine are non-binding unless expressly stated otherwise.
A quotation shall remain valid for the period indicated in the quotation. If no validity period is specified, TRC Marine reserves the right to revise or withdraw the quotation prior to receiving the Customer’s written acceptance or purchase order.
An agreement shall be deemed concluded when: (a) TRC Marine confirms the Customer’s purchase order in writing; (b) the Customer accepts TRC Marine’s quotation in writing; or (c) TRC Marine commences the supply of products or performance of services at the Customer’s request.
Any amendments, additional works or changes in scope requested after order confirmation may be subject to additional charges and revised delivery or completion schedules.
3. Prices:
Unless otherwise stated in the quotation, all prices are exclusive of applicable VAT, customs duties, withholding taxes, port charges, agency expenses, transportation costs and other governmental or third-party charges.
For onboard or field services, additional costs may include travelling expenses, airfare and local transportation, accommodation, visa and immigration expenses, launch/service boat charges, port and terminal access charges, overtime, weekend/public holiday charges, waiting time, customs and clearance expenses, freight/courier expenses, and required permits or certificates. Such expenses shall be invoiced separately unless expressly included in TRC Marine’s quotation.
TRC Marine reserves the right to adjust prices where significant changes occur in exchange rates, manufacturer prices, freight costs, customs duties, taxes or other circumstances beyond TRC Marine’s reasonable control before delivery or performance.
4. Payment Terms:
Payment shall be made in accordance with the conditions specified in TRC Marine’s quotation, proforma invoice, commercial invoice or order confirmation.
Unless otherwise agreed in writing, invoices shall be payable within the payment period stated on the relevant invoice. Bank charges and transfer costs shall be borne by the Customer.
The Customer shall not be entitled to withhold, deduct or set off any amount from payments due to TRC Marine unless expressly agreed in writing.
In case of overdue payment, TRC Marine reserves the right to suspend ongoing work, future deliveries and technical support; postpone attendance or dispatch; withhold reports, certificates or documentation where legally permissible; cancel outstanding orders; and charge the late-payment interest permitted by applicable law together with reasonable collection, legal, enforcement and recovery costs.
Any suspension caused by overdue payments shall not constitute a breach of contract by TRC Marine.
5. Delivery of Equipment and Spare Parts:
Delivery dates are estimates unless TRC Marine expressly confirms a fixed delivery date in writing. TRC Marine shall make reasonable efforts to comply with agreed schedules but shall not be liable for delays caused by manufacturers, freight companies, customs authorities, port authorities, transportation disruptions, component shortages, force majeure events or other circumstances beyond its reasonable control.
Partial deliveries shall be permitted unless otherwise agreed. The applicable Incoterms® rule and delivery location, where relevant, shall be stated in the quotation or order confirmation. Risk relating to the products shall transfer in accordance with the agreed delivery terms.
Where legally permissible and subject to any mandatory registration, notarization or other formal requirements under applicable law, title to supplied goods shall remain with TRC Marine until full payment has been received.
6. Onboard and Field Services:
For services performed onboard vessels, at shipyards, ports, terminals or other Customer locations, the Customer shall ensure that TRC Marine personnel and its appointed service partners are provided with safe and reasonable access to the vessel, equipment and work area.
The Customer shall provide all information reasonably required to perform the service, including vessel name and IMO number, vessel location and port schedule, agent contact details, equipment make/model/serial number, fault description, previous service history, relevant manuals and drawings, required permits, vessel certificates and technical documentation.
The Customer shall ensure that the vessel and relevant systems are available and ready for service at the agreed time. Waiting time resulting from vessel delay, port restrictions, unavailable equipment, missing documentation, unsafe working conditions or circumstances outside TRC Marine’s control may be charged separately.
Any repeat attendance required due to a fault that could not reasonably be identified during the initial attendance, a different or subsequent fault, third-party intervention, vessel/system unavailability, incorrect information, or circumstances outside TRC Marine’s control shall be treated as a separate service attendance and may be charged accordingly.
7. Service Attendance and Worldwide Service Coordination:
TRC Marine may perform services through its own personnel, branch offices, authorized technicians or qualified worldwide service partners.
Where TRC Marine coordinates third-party service attendance on behalf of the Customer, the Customer acknowledges that certain services may be performed by independent service providers according to local conditions and availability. TRC Marine shall use reasonable care in selecting and coordinating such service providers.
Additional charges resulting from local service rates, transportation, port access, launch boats, customs formalities, accommodation or other location-specific requirements shall be charged to the Customer unless otherwise agreed.
8. Inspections, Surveys and Certification Services:
Where TRC Marine performs GMDSS radio surveys, VDR / S-VDR Annual Performance Tests, compass adjustment or other inspections requiring compliance with flag-state, classification society, IMO, SOLAS or other applicable regulations, the service shall be conducted based on the rules and technical requirements applicable at the time of attendance.
TRC Marine’s performance of an inspection or test does not itself guarantee approval by a classification society, flag administration, manufacturer or other competent authority where final approval remains within the authority of such third party.
The Customer shall be responsible for providing accurate vessel, equipment and certification information required for the relevant survey or inspection. Any deficiencies identified during an inspection that require repair, replacement, calibration, additional testing or further attendance may be subject to a separate quotation.
9. Sanctions and Money Laundering :
9.1. The Client is obliged to follow EU, US, UK, UN and other international sanctions and to maintain a sanctions risk assessment system and follow money anti-laundry and tax evasion principles stipulated by corresponding authorities.
9.2. Non-compliance to above sanctions policies shall lead to discontinuation of service and delivery of goods. Such discontinuation/disruption shall not be treated as Force Majeure and any extra expenses (order cancellation costs, return shipment expenses, investigation costs) shall be covered by Customer.
10. Cancellation and Rescheduling:
Orders and confirmed service attendances may not be cancelled without TRC Marine’s written consent.
Where cancellation or postponement is accepted, TRC Marine reserves the right to charge all costs already incurred, including equipment or materials ordered, manufacturer cancellation charges, freight costs, travel reservations, visa expenses, accommodation, technician allocation costs, third-party service costs and administrative expenses.
For urgent service attendance or attendance arranged outside normal working hours, cancellation charges may apply once technicians or service partners have been mobilized.
11. Warranty:
New products supplied by TRC Marine shall be subject to the applicable manufacturer’s warranty unless TRC Marine expressly provides a separate warranty in writing.
Used, second-hand, reconditioned, refurbished and exchange equipment shall be covered only by the warranty period and conditions expressly stated in the relevant quotation, invoice or order confirmation. If no warranty is expressly stated, such equipment is supplied on an “as-is” basis to the maximum extent permitted by applicable law.
Warranty claims must be notified to TRC Marine without unreasonable delay and must include sufficient information to identify the product, serial number, vessel and nature of the alleged defect.
Warranty does not cover damage or malfunction resulting from incorrect installation by third parties, unauthorized repair or modification, improper operation, misuse or negligence, incorrect power supply, water ingress or environmental damage outside product specifications, accident or external damage, normal wear and tear, failure to follow manufacturer instructions, use of incompatible components/software, or force majeure events.
Repair, replacement or other warranty remedy shall be subject to inspection and approval by TRC Marine and/or the relevant manufacturer. Unless expressly agreed otherwise, warranty does not include travel, transportation, port/agency costs, removal/reinstallation costs, freight, customs or other attendance-related expenses.
12. Technical Recommendations:
Technical advice provided by TRC Marine shall be based on the information available at the time.
Final responsibility for safe navigation, vessel operation and compliance with applicable maritime regulations remains with the vessel owner, operator, manager and Master as applicable. No technical advice or service performed by TRC Marine shall relieve them from their statutory and operational responsibilities.
13. Limitation of Liability:
TRC Marine shall exercise reasonable professional care in the supply of its products and services.
To the maximum extent permitted by applicable law, TRC Marine shall not be liable for indirect, incidental, special or consequential losses, including loss of profit, revenue, charter, vessel off-hire, loss of use, business, contract, production, loss or corruption of data, delay costs or consequential operational losses.
TRC Marine shall not be liable for losses caused by inaccurate information supplied by the Customer, actions of third parties, manufacturer defects outside TRC Marine’s responsibility, communication network failures, satellite service interruption, classification or flag-state decisions, port restrictions or circumstances beyond TRC Marine’s reasonable control.
To the maximum extent permitted by applicable law, TRC Marine’s total aggregate liability arising out of or in connection with any particular quotation, order, delivery or service shall not exceed the total amount actually paid to TRC Marine for the specific products or services giving rise to the claim.
Nothing in these Terms shall exclude or restrict liability to the extent that such exclusion or restriction is prohibited by mandatory applicable law.
14. Force Majeure:
TRC Marine shall not be liable for failure or delay in performing its obligations due to circumstances beyond its reasonable control, including natural disasters, war or armed conflict, terrorism, civil unrest, strikes, epidemics or pandemics, government restrictions, sanctions or embargoes, port closures, customs delays, transportation disruptions, fire or flooding, severe weather, failure of telecommunications or satellite networks, shortages of components or raw materials, and manufacturer production delays.
Performance shall be suspended for the duration of the relevant force majeure event to the extent affected.
15. Intellectual Property:
All intellectual property rights relating to TRC Marine’s technical documentation, drawings, software, reports, procedures, designs, quotations, commercial materials and proprietary know-how shall remain the property of TRC Marine or the respective rights holder.
The Customer shall not reproduce, distribute, modify, reverse engineer or disclose proprietary materials supplied by TRC Marine except where necessary for the normal operation and maintenance of the supplied equipment or where expressly authorized in writing. Manufacturer software and documentation shall remain subject to the applicable manufacturer’s licensing terms.
16. Confidentiality:
Each party shall treat confidential commercial, technical and operational information received from the other party as confidential and shall not disclose such information to third parties except where required for performance of the agreed services; to authorized employees, manufacturers or service partners; where required by law, regulatory authorities, flag administrations or classification societies; or where the information is already lawfully available to the public.
17. Personal Data and Privacy:
Personal information received in connection with quotations, service requests, vessel attendance, customer communication or contractual activities shall be processed in accordance with applicable data-protection legislation and TRC Marine’s Privacy Policy.
Where necessary for the performance of services, relevant information may be shared with TRC Marine’s branch offices, manufacturers, logistics providers, authorized service partners, classification societies, flag administrations or other parties involved in fulfilling the Customer’s request.
18. Export Control and Sanctions Compliance:
All deliveries and services are subject to applicable national and international export-control, customs, trade-sanction and embargo regulations.
TRC Marine reserves the right to decline, suspend or cancel any transaction where performance may violate applicable export-control or sanctions regulations or expose TRC Marine or its business partners to legal or regulatory risk.
The Customer shall provide accurate information regarding the vessel, IMO number, flag, registered owner, operator, manager, beneficial owner, charterer where relevant, destination, cargo/end use and other information reasonably requested for compliance screening. TRC Marine may suspend performance until satisfactory compliance information has been received and verified.
Any refusal, suspension or cancellation made in good faith for sanctions, export-control or compliance reasons shall not constitute a breach by TRC Marine, to the maximum extent permitted by applicable law.
19. Classification Society, Flag State and Manufacturer Requirements:
Certain products and services supplied by TRC Marine may be subject to approval, certification or technical requirements established by manufacturers, classification societies, flag administrations, IMO regulations or other competent authorities. Such requirements may change from time to time.
Where changes in regulations or certification requirements result in additional work, equipment, testing or attendance, such additional services shall be subject to separate agreement and charges.
20. Governing Law and Jurisdiction:
These Terms and all agreements entered into with TRC Marine shall be governed by the laws of the Republic of Türkiye, unless expressly agreed otherwise in writing.
To the extent permitted by applicable law and where a valid jurisdiction agreement may be made between the parties, Istanbul Anadolu Courts and Enforcement Offices shall have exclusive jurisdiction over disputes arising from or in connection with these Terms or the relevant transaction, unless TRC Marine expressly agrees otherwise in writing.
21. Severability:
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall, where legally possible, be replaced by a valid provision that most closely reflects its original commercial purpose.
22. Amendments:
TRC Marine reserves the right to amend these General Terms and Conditions from time to time. The version applicable to a particular transaction shall be the version in effect on the date of the applicable quotation, order confirmation or agreement, unless otherwise agreed in writing.