Terms & Conditions
ERTEM, RIVERO AND PARTNERS
GENERAL TERMS and CONDITIONS
applicable as of 01.01.2025
1. DEFINITIONS
For the purpose of these General Terms and Conditions the below terms have the following meaning:
1.1. “ERP / Company”: ERP/Company shall be one of the below companies which Principal does engage business with. EPR companies are:
(a) ERTEM RIVERO VE ORTAKLARI DENİZCİLİK VE TEKNİK MÜŞAVİRLİK A.S.
Tunel Yolu Cad. Yali Yolu Sok.
Ismail Ergin Is Merkezi, B Blok No 54/10 347444
Ustbostanci, Istanbul / Turkiye
(b) ERTEM RIVERO AND PARTNERS S.A
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Republic of the Marshall Islands, MH96960
(c) YI ER PU
Office 703, Lixinghang Plaza No1319
Yan-an West Road, Changning Distric Shanghai, P.R.C
(d) ERP MARINE HONG KONG LIMITED
Suite C, Level 7, World Trust Tower, 50 Stanley Street, Central, Hong Kong
(e) ERP MARINE PTE. LTD.
207A Thomson Road Goldhill Centre Singapore
(f) ERTEM RIVERO AND PARTNERS LLC
Meydan Freezone Dubai United Arab Emirates
(g) ERP GERMANY GMBH
Hoehenweg 186
46147 Oberhausen
Hoehenweg 186, Germany
(h) ERTEM, RIVERO AND PARTNERS S.A.
San Isidro Labrador 1176,
Martinez, Buenos Aires, Argentina
(i) ERP MARINE CONSULTANTS
Rua Anfiófio de Carvalho 29, Off. 1203/4
20030-901 Rio de Janeiro, Brazil
(j) ERTEM RIVERO & PARTNERS S.R.L.
Gumersindo Sosa y Austria, Duplex 5, Ycua Sati, Asuncion, Paraguay
(k) ERTEM, RIVERO & PARTNERS S.A.
PH Plaza La Boca, Office No.3, 1st floor
Trinidad y Tobago Str., La Boca 07166 Balboa
Panama
(l) ERTEM, RIVERO & PARTNERS S.A. de C.V.
169 Blvd. Miguel de Cervantes Saavedra, Office 12-127,
Colonia Granada, Delegacion Miguel Hidalgo, Mexico City, 11520 Mexico
1.2. “Principal”: ERP’s contractual counterparty, being the private or public legal entity or real person to whom ERP sent an offer, the party from whom ERP has received instructions and/or orders, the party for who’s account ERP has carried out services and/or the party with whom ERP has concluded an agreement for the provision of surveying services.
1.3. “General Terms and Conditions”: These general terms and conditions of ERP
1.4. “Professional Disbursements”: Expenses incurred by ERP during the performance of the services. Professional disbursements may include the costs related to photography, reproduction of drawings, diagrams, sketches and printing, duplicating, photocopy, transmission, courier fees or other expenses including travel, refreshments and accommodation (if required).
2. APPLICATION of the GENERAL TERMS AND CONDITIONS
2.1. These General Terms and Conditions shall be applicable to all offers from and services carried out by ERP, all instructions and orders given to ERP and all agreements and legal relations between ERP and the Principal, regardless of any deviating provisions referred to by the Principal.
2.2. Deviation from these General Terms and Conditions shall only be possible by means of a written agreement between ERP and the Principal.
2.3. If any provision of these General Terms and Conditions is found or declared to be invalid or unenforceable by a competent authority or a court, the remaining provisions shall continue be binding with full force and effect.
3. SCOPE and PERFORMANCE OF THE SERVICES
3.1. An appointment by the Principal is to be considered accepted only when such appointment is confirmed in writing by ERP or when ERP has commenced with the performance of the requested services.
3.2. Except where ERP and the Principal have agreed otherwise in writing, the scope of the services to be performed by ERP shall be determined as per the written instructions of the Principal, which will be confirmed by ERP in writing or; alternatively ERP may propose a scope, based on the instructions and information made available by the Principal.
3.3. ERP shall not be responsible for any failure to advise on or comment upon any matter which falls outside the scope of the services. The Principal shall always be responsible for determining whether the scope of the services is sufficient for the purposes of the appointment.
3.4. Once mutually agreed, the scope of the services can be altered by written agreement of ERP and the Principal.
3.5. Services shall be provided for the account and risk of the Principal.
3.6. The Principal shall always assist ERP for due and timely performance of the services. In this regard, the Principal undertakes to ensure that ERP is furnished with clear and precise instructions as well as information and documents required for the efficient performance of the services in a timely manner. The Principal further undertakes to make sure that ERP to have all necessary access to goods, premises, vessels and installations, and to ensure that all appropriate safety measures are taken to provide the ERP with safe and secure working conditions. ERP shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions or Principal’s delay in provision of the foregoing.
3.7. ERP shall use reasonable care and skill in the performance of the services in accordance with sound marine surveying/consulting practice. Due to the nature of the services provided, ERP does not guarantee the accomplishment of the intended result(s).
3.8. Unless expressly agreed otherwise, ERP shall report its findings to the Principal, following the performance of the services (“Final Report”). The content of such Final Report shall be limited with the object and/or purpose of the Principal’s instructions, and ERP, under no circumstances shall be deemed to have provided any guarantee in respect of the findings stated in Final Report.
3.10. ERP, shall promptly notify the Principal of (i) any matter including conflict of interest; or (ii) lack of and/or unavailability of suitable personnel with qualifications and experience required for the performance of the services; or (iii) any other situation which, in the honest opinion of the ERP, may effect the Principal’s decision to continue the appointment with ERP. For the avoidance of doubt, in case of notification as per (i) or (ii) above, the appointment shall be deemed to have terminated at the time on which such notification is received by the Principal. In cases where the notification is made as per (iii) above, the Principal shall be entitled to terminate the appointment within 48 hours following the receipt of the relevant notification. Otherwise, the appointment of ERP shall continue. The Principal shall be responsible for payment of ERP’s Fees up to the date of notification.
3.11. ERP shall have the right to sub-contract any part of the services provided/performed. ERP’s use of using sub-contractors shall not relieve ERP from the due performance of its obligations under these General Terms and Conditions.
3.12. ERP shall be entitled to decide which employee(s) or person(s) working otherwise for the Company is to actually/also carry out the engagement.
3.13. ERP, at no cost to the Principal, shall effect and maintain a professional liability insurance for loss and damages for which ERP may be held liable under these General Terms and Conditions.
4. FEES, BILLING AND PAYMENT
4.1. Depending on the nature and the scope of the services, ERP may provide the Principal with hourly rates or lump sum fees. Such fees will be communicated to the Principal prior to the performance of the services, where possible.
4.2. All rates and fees specified or referred to in ERP’s offers or agreements are exclusive VAT, administrative costs, travel costs, costs paid by and/or due to third parties and/or other costs and professional disbursements paid by ERP during the performance of the services.
4.3. ERP may request an advance payment to commence the performance of the services. In such cases, ERP may refrain from or suspend the provision of services until the agreed advance payment amount is received. ERP shall not be liable for any damages caused by suspension of the work on this ground.
4.4. The invoices shall contain ERP’s fees, professional disbursements, VAT and applicable taxes (if any).
4.5. Unless otherwise agreed, the invoices issued by ERP shall be paid within 30 days following the issuance of the relevant invoice. In case the of a delay in payment ERP shall be entitled to claim interest at the rate of 2% / month.
4.6. Unless agreed otherwise in writing, the Principal shall not be entitled, for whatever reason, to a set-off or to suspend payment of any invoice issued by ERP.
5. FORCE MAJEURE
5.1. In cases where ERP is unable to fulfil its obligations towards the Principal – in full or in part – as a result of events and/or circumstances beyond the control of ERP, which cannot be attributed to ERP, which were unforeseeable and/or were reasonably unforeseeable and/or unavoidable at the time of appointment, including but not limited to natural disasters (such as flooding, storm, hurricane, lightning, snow, drought,…), social unrest (strike, demonstration, lock-out, trade war,…), sickness or death of employees of ERP, power outages and or telecommunication interruptions, cyber-attacks, accidents (fire, explosions, machine failures etc.), safety limitations and/or limitations of access or other restrictions or prohibitions imposed by third parties, including government interventions (fiscal measures, expropriation, import and export embargoes etc.), effected obligations shall be deemed to have suspended until the events/circumstances change to allow ERP to resume performance of the services.
5.2. If the performance of the services is suspended for a period longer than a month, then both the Principal and ERP shall be entitled to cancel the part of the appointment not yet executed by means of a written notice to the other party without being liable for compensation for damages.
6. CONFIDENTIALITY
6.1. ERP accepts and undertakes that any information and documents disclosed by the Principal during the performance of the services shall be treated as confidential information.
6.2. ERP shall not to disclose any confidential information to third parties, save for the cases where the Principal instructs ERP to do so; or such disclosure is required for protection of a right; or ordered by a competent court or arbitral tribunal; or for the sake of good and proper performance of the services.
6.3. The obligation of confidentiality shall not apply to information which was already public or known to ERP prior to the conclusion of the agreement; or which has been legitimately obtained by third parties, or which has been acquired while carrying out their professional activities.
7. INTELLECTUAL PROPERTY
7.1. Unless agreed otherwise in writing, the right of ownership in respect of all original work created by ERP during the performance of the services remains the property of ERP.
7.2. The Principal shall not, fully or partially, amend/edit/modify the reports drafted by ERP in any way, shape or form and/or to use or spread these amended/edited/modified reports.
8. PERSONAL DATA PROTECTION
ERP shall process the personal data, received from the Principal within the framework of the appointment, in accordance with the obligations imposed by the applicable data protection laws and regulations.
9. LIABILITY, TIME BAR AND INDEMNITY
9.1. ERP shall be under no liability whatsoever to the Principal for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising unless it is proven that such loss, damage, delay or expense has a direct link to negligence, gross negligence or willful misconduct of ERP or any of its employees or agents or sub-contractors.
9.2. Notwithstanding the above, ERP’s liability shall not be extended to any indirect or consequential loss or damage or consequential damage of whatsoever nature and howsoever caused, including but not limited to loss of profits, business interruption, business damage, goodwill damage, punitive and administrative measures and costs, imposed fines and charges and taxes, and other forms of indirect damage.
9.3. ERP shall not be liable for loss of or damage to equipment and other items placed at its disposal by or on behalf of the Principal, irrespective of the cause and nature of such loss or damage.
9.4. ERP’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed USD 100.000,-.
9.5. Any claims against ERP by the Principal shall be deemed to be waived and time barred upon the expiry of one year from the submission date of the Final Report to the Principal.
9.6. Save for the liability grounds and limits specified hereinabove, the Principal shall keep ERP and its employees, agents and sub-contractors indemnified and hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which ERP may suffer or incur (either directly or indirectly) during the performance of the services.
10. ARBITRATION AND APPLICABLE LAW
10.1. Any disputes arising out of, or in connection with the present contract shall be finally settled through arbitration under the Istanbul Arbitration Centre Arbitration Rules.
10.2. The following provisions may be added to the model arbitration clause:
- The Emergency Arbitrator Rules shall not apply.
- The place of the arbitration shall be Istanbul/Turkiye.
- The language of the arbitration shall be English.
- The number of the arbitrators shall be three.
- The law applicable to the merits of the dispute shall be English Law.
