General

Alfa Marine Sp. z o.o. (“Alfa Marine”) conducts its business with integrity and professionalism. These General Terms and Conditions (“T&C”) apply to all quotations, order confirmations, contracts, deliveries, and services provided by Alfa Marine, unless expressly agreed otherwise in writing.
In the event of any conflict between these T&C and any other document, these T&C shall prevail unless Alfa Marine has expressly agreed otherwise in writing.

Contract Formation

A binding contract between Alfa Marine and the customer is formed only upon Alfa Marine’s written order confirmation. A quotation issued by Alfa Marine does not constitute an offer capable of acceptance.
Alfa Marine reserves the right to decline or modify any order at its discretion prior to issuing a written order confirmation.
No verbal agreements, purchase orders issued by the customer, or acknowledgements of receipt shall constitute a binding contract.

Independent Supplier Status

Alfa Marine is an independent supplier of marine spare parts and equipment. Unless expressly stated in writing in the order confirmation, Alfa Marine is not an authorised dealer or representative of any original equipment manufacturer (“OEM”).

Intellectual Property, OEM References, and Trademarks

4.1 Ownership of Trademarks
All OEM names, trademarks, engine names, model designations, and logos remain the property of their respective owners.
4.2 Identification Only
Any reference to OEM names, engine models, technical descriptions, or OEM part numbers is for identification and guidance purposes only and does not imply any commercial or technical relationship with the respective OEM.
4.3 No OEM Approval
References to OEM names do not imply endorsement, certification, or warranty by the respective OEM, nor by Alfa Marine beyond the stated OEM authenticity.
4.4 OEM Parts Exception
Products identified as Genuine or OEM Parts are original items manufactured by or for the respective OEM. These products are clearly marked in quotations and order confirmations. Alfa Marine guarantees their authenticity and quality as OEM products. Any OEM warranty applies solely as provided by the OEM.

Customer Responsibility

5.1 Selection and Application
The customer is solely responsible for the proper selection, compatibility verification, installation, and use of all products. Alfa Marine does not accept responsibility for incorrect selection or application by the customer.
5.2 Compliance
The customer shall ensure that the products are used in compliance with OEM requirements, applicable classification society rules, flag state regulations, and all applicable laws.
5.3 Use of OEM References
Any further use of OEM names, trademarks, technical descriptions, or part numbers by the customer, including in marketing, resale, or documentation, is at the customer’s sole risk and responsibility.

Indemnification

The customer shall indemnify, defend, and hold harmless Alfa Marine, its directors, employees, and partners from all claims, damages, losses, costs, and expenses, including legal fees, arising from:

misuse or improper installation of the products;
non-compliance with OEM, regulatory, classification society, or flag state requirements;
alleged infringement of intellectual property rights resulting from the customer’s actions or representations;
any representation made by the customer to third parties regarding the nature, origin, or certification of the products that is not expressly confirmed in writing by Alfa Marine.

Retention of Title

All goods remain the property of Alfa Marine until full payment has been received.
Until payment is received in full:

the customer shall not sell, install, modify, pledge, or otherwise dispose of the goods;
the customer shall store the goods separately and clearly identify them as the property of Alfa Marine;
Alfa Marine may at any time demand the return of the goods, and the customer shall co-operate fully with any such request.

For the avoidance of doubt, retention of title applies to uninstalled goods only. Once goods have been incorporated into a vessel or other equipment, Alfa Marine’s remedy for non-payment shall be through the payment and indemnification provisions of these T&C rather than through any claim to the resulting assembly.

Prices and Payment

Prices are exclusive of taxes, duties, packing, customs clearance, and transportation, unless agreed otherwise in writing. Payment terms are as stated in the quotation or invoice.
In the event of non-payment by the due date:

Alfa Marine is entitled to charge interest on overdue amounts at the statutory rate applicable under Polish law on combating late payment in commercial transactions (currently the reference rate of the National Bank of Poland plus 10 percentage points), accruing from the due date until full payment is received;
Alfa Marine may suspend further deliveries or terminate the contract without liability;
all costs of recovery, including legal fees and collection charges, shall be borne by the customer.

Orders and Cancellations

Once an order has been confirmed in writing by Alfa Marine, the customer may not cancel or modify it without Alfa Marine’s prior written consent.
If Alfa Marine agrees to a cancellation, the customer shall pay a cancellation fee of not less than 25% of the order value, reflecting costs already incurred by Alfa Marine including procurement, handling, and administration.
For goods that have been specifically sourced, manufactured, or ordered to the customer’s specification, cancellation may not be accepted, or the cancellation fee may reflect the full cost incurred.

Delivery

10.1 Delivery Terms
Unless agreed otherwise in writing, delivery is Ex Works (Incoterms 2020). Risk passes to the customer upon handover to the first carrier.
10.2 Delivery Times
Delivery dates stated by Alfa Marine are estimates only and are not guaranteed. Alfa Marine is not liable for damages, losses, or costs resulting from delayed delivery.
10.3 Inspection and Acceptance
The customer shall inspect the goods immediately upon delivery and notify Alfa Marine in writing of any shortages, visible damage, or non-conformity within ten (10) calendar days of the delivery date.
Failure to provide written notification within this period shall constitute unconditional acceptance of the goods as delivered and shall waive all claims relating to shortages, visible damage, or external non-conformity. Claims for latent defects remain subject to the warranty provisions in clause 11.

Warranty

11.1 Warranty Period
The warranty period is six (6) months from the date of delivery.
11.2 Scope
The warranty applies only to defects in material or workmanship present at the time of delivery, under normal and intended use of the goods.
11.3 Exclusions
The warranty does not apply if the goods are:

improperly installed, misused, altered, or modified after delivery;
subject to normal wear and tear, corrosion, or deterioration;
used under abnormal conditions or contrary to Alfa Marine’s or the OEM’s instructions;
consumable items.

11.4 Warranty Liability
Alfa Marine’s liability under this warranty shall in all cases be limited to a maximum of 50% of the net invoice value of the defective goods.
11.5 Warranty Procedure
To make a warranty claim, the customer must notify Alfa Marine in writing within the warranty period, providing a full description of the alleged defect and, where requested by Alfa Marine, return the defective goods for inspection at the customer’s expense. Alfa Marine shall, at its sole discretion, repair, replace, or issue a credit note for the defective goods.
11.6 Loss of Warranty Claims upon Customer Default
The customer cannot rely on warranty claims against Alfa Marine if the customer, at the time of the arising of such claims or at any time afterwards, is in default relating to the fulfilment of any payment or other obligation towards Alfa Marine.
11.7 No Suspension of Payment Obligations
The failure by Alfa Marine to fulfil obligations under this warranty clause shall not constitute grounds for the customer to suspend fulfilment of the customer’s payment obligations towards Alfa Marine, or to terminate any agreement.

Limitation of Liability

12.1 Financial Cap and Gross Negligence
Alfa Marine’s total aggregate liability to the customer shall not exceed the net invoice value of the specific goods or services giving rise to the claim. Every farther-reaching liability of Alfa Marine for damage suffered by the customer or third parties is expressly excluded, except insofar as such damage is the direct result of gross negligence on the part of Alfa Marine.
12.2 Exclusion of Indirect Losses
Alfa Marine shall not be liable for any indirect, incidental, special, or consequential losses including loss of profit, vessel downtime, loss of contract, or third-party claims.
12.3 Manufacturer and Subcontractor Liability Pass-Through
Insofar as a manufacturer of the goods or a subcontractor of Alfa Marine has limited its warranty or liability towards Alfa Marine beyond the limitations set out in these T&C, such further-reaching limitations of warranty and liability of the manufacturer or subcontractor shall apply equally between Alfa Marine and the customer.

Force Majeure

Neither party shall be liable for failure or delay caused by events beyond reasonable control including war, pandemics, governmental actions, labour disputes, fire, flood, or supplier disruptions.
If such event continues for more than sixty (60) days either party may terminate the contract without liability.

Severability

If any provision of these T&C is found invalid or unenforceable it shall be modified to the minimum extent necessary while the remaining provisions remain fully effective.

Governing Law and Jurisdiction

These T&C shall be governed by the laws of Poland. The application of the CISG is excluded.
Alfa Marine may initiate proceedings before the courts of Poland or the courts of the customer’s domicile.

Non-Assignment

The contract may not be assigned by the customer without Alfa Marine’s prior written consent. Alfa Marine may assign its rights including rights to receive payment.

Entire Agreement and Amendments

These T&C together with the order confirmation constitute the entire agreement. Any amendment must be made in writing and signed by an authorised representative of Alfa Marine.

Inspection Prior to Installation

Before installation or incorporation of the goods into any engine, machinery, or vessel, the customer shall carry out all reasonable inspections necessary to verify the correctness, condition, and suitability of the goods.
Installation or use of the goods shall constitute final acceptance of the goods and confirmation that they are free from visible defects and suitable for the intended application.
Alfa Marine shall not be liable for defects or damages that could reasonably have been discovered through proper inspection prior to installation.

Technical Advice Disclaimer

Any technical advice, recommendations, specifications, or information provided by Alfa Marine, whether verbally or in writing, are given in good faith.
Such information shall not constitute engineering advice, technical approval, or confirmation of suitability for any specific application.
The customer remains solely responsible for verifying compatibility and suitability of the goods for the intended use.

Sanctions and Export Compliance

Alfa Marine shall not be obliged to perform any contract if such performance would violate applicable sanctions, export control laws, or trade restrictions imposed by the European Union, the United Nations, the United States, or any other applicable authority.
Alfa Marine may suspend or terminate the contract without liability if compliance with such laws prevents or restricts performance.