I.S.S.A. CONDITIES (1995)
These conditions for the international shipstore trade set out the rights and duties of both shipsuppliers and shipowners, formulated by the INTERNATIONAL SHIP SUPPLIERS ASSOCIATION (I.S.S.A.) and deposited at THE HAGUE, Netherlands. With effect from the date they are deposited at THE HAGUE, these conditions supersede the 1991 edition. CONDITIONS GOVERNING THE TRADE IN SHIPSTORES (hereinafter called 'goods') between shipsuppliers (hereinafter called 'the vendor') and shipowners and their representatives such as agents, managers, masters, officers and crewmembers, in charge of purchasing of goods (hereinafter called 'the purchaser") as approved by I.S.S.A.
1 . Unless otherwise expressly agreed in writing, the following conditions shall automatically apply to every single order and delivery and/or to a sequence of orders and deliveries of goods.
Orders & Deliveries
2a. The purchaser shall communicate as soon as reasonably practicable to the vendor his order or orders which the ship(s) require(s).
2b. Provided the prevailing circumstances reasonably permit, the vendor shall supply and deliver to the purchaser the goods as ordered at the time and place stipulated by the purchaser insofar as such goods are available at the agreed port or port-area.
3a. All goods shall be delivered free on truck to the nearest point to the ship where the truck can be unloaded.
3b. If delivery is requested outside the normal hours of the agreed port or port-area or on Saturdays, Sundays or religious or legal holidays, expenses incidental to such delivery shall be refunded by the purchaser as additional costs.
3c. On arrival of the goods at the point of delivery, the purchaser shall take the goods on board at his own risk and cost by means of his own equipment and personnel. Risk in the goods (but not property therein) shall, in all respects, pass to the purchaser on delivery.
3d. The purchaser shall refund to the vendor any costs or expenses incidental to any waiting period beyond a reasonable time.
4a. Subject to Condition 4b below, in respect of the goods supplied by the vendor, the vendor shall charge to the purchaser the prices current at the relative port or port-area at the time of delivery.
4b. The vendor may, if requested by the purchaser, send to the purchaser a list stating the prices of goods and the period for which such prices are to apply. If such a list has expired and not been renewed, Condition 4a shall apply. Goods which cannot be offered at a price fixed in advance shall be clearly so marked on any such list and in this case Condition 4a shall apply.
QUALITY and PACKING
5. The goods shall be of standard or prime quality as rated at the time and place of delivery. The goods shall be supplied in the packing customary at the time and place of delivery. At the time of placing his order, the purchaser shall inform the vendor of any special packing requirements in view of the destination of the ship and/or goods. Any additional expenditure incurred in complying with such requirements shall be chargeable to the purchaser.
6a. Returnable packing material and containers supplied by the vendor shall be clearly marked as such on the receipt-note and shall be returned by the purchaser to the vendor as soon as reasonably practicable.
6b. Returnable packing material and containers shall be charged separately at the prices current at the time and place of delivery. The amounts so charged shall be refunded by the vendor to the purchaser, provided such packing material and containers are returned undamaged within a reasonable period.
7. Subject only to Condition 8 below, by taking delivery of the goods and signing the accompanying receipt-note, the purchaser shall be deemed to have approved and accepted the goods in every respect.
8. The purchaser may claim, in writing and lodged at the vendor's usual business address, (within one month of delivery in the case of all goods other than fresh produce, perishable goods and within reasonable diligence in the case of fresh produce, perishable goods, after which period all rights of the purchaser or any assignee of the purchaser in regard thereto shall lapse), only the repayment of the purchase price of any goods proved to be defective at the time of delivery (and not attributable to any fault or negligence of the purchaser), subject to the goods being returned or landed against receipt from an I.S.S.A.
representative, insofar as the same is reasonably possible. If no I.S.S.A. representative is available, the purchaser shall arrange for a Lloyd's Report as evidence of any alleged defect.
9. The purchaser shall, in any event, only be entitled to a repayment of the price, if he proves that since they were delivered to him, the goods were continuously handled, treated and stored by the purchaser as a prudent administrator in keeping with the nature of the goods and their propensity to deteriorate.
10. The purchaser shall in no circumstances whatsoever be entitled to make any claim for consequential loss, damage or injury arising out of the supply, or late supply or failure to supply, of any goods by the vendor to the purchaser.
11. Any complaint by the purchaser in regard to the vendor's invoice will be absolutely barred unless lodged in writing by the purchaser with the vendor at his usual business address within 30 days of despatch of the invoice.
12a. The purchaser shall pay, or arrange for payment of, the invoiced amount or amounts before the ship's departure at the rate of exchange on the day of payment.
12b. Without prejudice to Condition 12a, in the event that payment of the whole or any part of the purchase price and any other sums due to the vendor by the purchaser be made at a date subsequent to the ship's departure, then in such event, the vendor shall be entitled to collect interest from the purchaser on all overdue or unpaid sums due to the vendor at a rate of interest per annum equivalent to the commercial prime lending rate customarily charged at the time by the vendor's bank in the vendor's country.
12c. Without prejudice to Condition 12a and 12b, in the event that the vendor has to arrest a ship for non-payment of debt, the vendor shall be entitled to collect from the purchaser all costs or expenses resulting from the arrest.
12d. The property in the goods delivered to the ship shall not pass to the purchaser until he has made full payment for same.
12e. The provisions of this Condition 12e apply where goods are ordered by the purchaser as agent (hereinafter called "the agent") for a shipowner (in this Condition called "the principal"), whether named or un-named. In consideration of the vendor supplying goods at the request of the agent, the agent irrevocably and unconditionally guarantees to the vendor the due performance by the principal of the obligations of the purchaser under these Conditions on the following terms:-
(i) Whenever the principal makes default in the performance of any of those obligations, the agent shall, within 7 days of written notice being given to the agent by the vendor, perform the same;
(ii) The agent shall not be exonerated by time being given or by any concessions being granted to the principal by or with the consent of the agent or by anything the agent may do or omit or neglect to do or by any other dealing or thing which but for this provision would or might operate to exonerate the agent or by any modification to the conditions; (iii) This guarantee is to be a continuing guarantee and accordingly, it is to remain in operation so long as the principal has or may have any obligation or liability under these Conditions;
(iv) The agent hereby irrevocably waives any right or rights to require proceedings first against the principal for the enforcement of the obligations of the purchaser under these Conditions.
13. If the vendor is unable to make delivery, or to make delivery in good time, owing to force majeure (which shall include all or any circumstances or conditions for which the vendor cannot be held responsible and as a consequence whereof it is not reasonably possible to make delivery in good time or not at all) then the vendor's obligation to deliver shall cease or if appropriate be suspended for the duration of such force majeure.
14a. All or part of these conditions can be declared applicable to a contract entered into for a specific period (which shall be a calendar year unless otherwise agreed).
14b. Such a contract, as mentioned in Condition 14a, shall imply that the purchaser agrees that during the period specified in the contract all and any goods as specified in the contract or as customarily purchased from the shipsupplier would be obtained solely from the vendor and that the vendor agrees to supply and deliver during such period the goods subject to these Conditions as declared applicable.
DISPUTES AND APPLICABLE LAW
1 5a. A dispute shall be deemed to arise to exist if either parties shall fail to satisfy a debt owing by him to the other party without contesting the correctness thereof or fail to comply with a demand made by the other party without disputing whether the same is correctly made.
1 5b. Disputes arising out of or under or incidental to any agreement entered into on these Conditions and any further agreement resulting therefrom shall in the first instance be submitted exclusively to the jurisdiction of the Court competent at the place of domicile of the vendor, but the vendor shall have the option to submit the dispute to the jurisdiction of the competent Court at the place of domicile of the purchaser.
16. Agreements which include these Conditions shall be governed and construed in all respects according to the law of the place of the vendor, or of any other place accepted by the vendor. The United Nations Convention on Contracts for the International Sale of goods (Vienna UNCITRAL-Convention on International Trade Law) is excluded from application