On-Site Maintenance & Repair Service Terms
North America and Caribbean
These On-Site Maintenance & Repair Service Terms (hereinafter the ‘’Terms’’; as hereafter defined) apply to all On-Site Maintenance & Repair Services (as hereafter defined) provided by AEGIR-Marine Americas LLC, (hereinafter "AEGIR-Marine Americas"), a Delaware limited liability company, with its principal place of business at 1875 N. Corporate Lakes Blvd, Weston , FL 33326, USA to End-Users (as hereafter defined).
AEGIR-Marine Americas is trading in, distributing and supplying shaft seals, bearings and propulsion spare parts for the maritime industry, under the names ‘’AEGIR-Marine’’ and ‘’AEGIR-Marine Prime Parts’’ (hereinafter ‘’Components’’; as defined hereafter) and provides Maintenance & Repair Services (as hereafter defined) to such Components.
End-User wishes to obtain Maintenance & Repair Services, and AEGIR-Marine Americas is willing to provide such Maintenance & Repair Services in accordance with these Terms.
End-User explicitly and unconditionally agrees to the following:
‘’Component’’ or ‘’Components’’ means an AEGIR-Marine product like but not limited to shaft seals, bearings and propulsion spare parts, which is a part, module or portion of any whole unit of Equipment (as defined hereafter).
‘’End-User’’ means an AEGIR-Marine Americas customer, an AEGIR-Marine Americas customer’s customer, or an end-user of AEGIR-Marine Americas Components for whom Maintenance & Repair Services are to be provided under these Terms.
‘’Equipment’’ means a whole unit or item of hardware installed at an End-User’s Site (as defined hereafter), which includes, or will, or may include a Component for which AEGIR-Marine Americas is providing Maintenance & Repair Services.
‘’Losses’’ means all losses, liabilities and damages and all related costs and expenses, including reasonable attorney's fees and disbursements and reasonable costs of investigation, litigation and settlement. ‘’Maintenance & Repair Services’’ or
‘’Maintenance & Repair Service’’ means services provided by or through AEGIR-Marine Americas consisting of e.g. testing, installing or replacing a Component or restoring a Component to proper operational condition in the event of a fault, AEGIR-Marine Americas using diagnostic aids and test equipment as necessary. ‘’Maintenance & Repair Service Center’’ means the AEGIR-Marine Americas location from which the Maintenance & Repair Services are normally performed.
‘’Parties’’ means the End-User and AEGIR-Marine Americas together.
‘’Site’’ or ‘’On-Site’’ means an End-User location, including vessels, where AEGIR-Marine Americas is to provide Maintenance & Repair Services to an End-User under these Terms.
‘’Terms’’ means these On-Site Maintenance & Repair Service Terms and any and all Attachments (as hereafter defined), schedules and exhibits thereto and all amendments hereto and thereto.
AEGIR-Marine Americas’ normal Maintenance & Repair Service procedures involve Maintenance & Repair, testing, replacement and installation at a Maintenance & Repair Service Site, at third parties’ premises or at the premises of AEGIR-Marine Americas. Only for convenience of and upon explicit request by an End-User and if necessary for continuation of an End-User’s operations, AEGIR-Marine Americas is willing to attend an End-User’s Site in order to perform Maintenance & Repair Services to a Component which has been made part of Equipment. End-Users sometimes cannot de-assemble a Component from Equipment. In such case, AEGIR-Marine Americas is willing to provide Maintenance & Repair Service to a Component when still a part of the End-User’s Equipment. Providing Maintenance & Repair Services in such way, increases the risk of or may cause damages to Equipment and to End-User’s operations, which in case of de-assembly of the Component would not or not foreseeable or not logically have been caused, which is acknowledged by End-User. Upon AEGIR-Marine Americas’ request, an End-User shall be required to indemnify AEGIR-Marine Americas for any damages caused due to the provision of Maintenance & Repair Services at an End-User’s site, while a Component is still part of the Equipment, any such Component to be identified in Exhibit A hereto, such identification consisting of at least the Component’s serial number and model key.
AEGIR-Marine Americas shall use good quality materials, techniques and standards to provide the Maintenance & Repair Services with the care, skill and diligence as required for the provision of Maintenance & Repair Services to a Component, which during provision of Maintenance & Repair Services is part of the Equipment. AEGIR-Marine Americas shall ensure that service engineers providing Maintenance & Repair Services are qualified, trained, and conversant with the Component.
End-User shall indemnify, defend and hold AEGIR-Marine Americas and its officers, directors, employees, agents, successors and permitted assigns harmless from and against any and all Losses arising out of or relating to the provision of Maintenance & Repair Services to a Component which during provision of Maintenance & Repair Services is part of Equipment.
In no event shall AEGIR-Marine Americas have any liability for any loss of income, profit, interest or savings by the End-User or for any indirect, incidental, consequential, punitive or special damages suffered by the End-User, arising from or related to the provision of Maintenance & Repair Services pursuant to these Terms, regardless of the form of action, and whether in contract, indemnity, warranty, strict liability or tort (including, without limitation, negligence), or any other legal or equitable grounds, even if the End-User has been made aware of the possibility of such losses or damages.
In no event shall AEGIR-Marine Americas be responsible or liable for any delay, loss or damage attributable to the action or non-action of any AEGIR-Marine Americas’ employee, director, officer, affiliate, subcontractor and/or agent.
End-User represents and warrants that (i) it has all requisite corporate powers and authority to execute, deliver and perform its obligations under these Terms; (ii) the execution, delivery and performance of these Terms has been duly authorized by End-User, and no additional corporate authorization or action on its part is required in connection with the execution, delivery or performance by End-User of these Terms or the consummation by End-User of the transactions contemplated hereby; and (iii) these Terms have been duly and validly consented to and delivered by End-User and constitute a legal, valid and binding obligation of End-User towards AEGIR-Marine Americas, enforceable against End-User.
End-User expressly agrees that the laws of the Commonwealth of Virginia shall govern the validity, construction, interpretation and effect of these Terms, and of any Maintenance & Repair Services provided under the Terms. The competent courts of, or in the Commonwealth of Virginia shall have exclusive jurisdiction over the Parties in any action of law relating to the subject matter of the interpretation of the Terms.
AEGIR-Marine Americas’ Terms and Conditions of Sale, in force from time to time, shall apply to all sales and deliveries by AEGIR-Marine Americas to e.g. End-Users. If regarding the provision of Maintenance & Repair Services there is any inconsistency between AEGIR-Marine Americas’ Terms and Conditions of Sale and the Terms, these Terms shall prevail.
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