STANDARD TERMS AND CONDITIONS OF SALE, SUPPLY AND SERVICES

1. DEFINITIONS

In these Terms and Conditions:

"Company", "Revamp", "we", "us" or "our" means Revamp Marine Trading & Services, including its successors and permitted assigns.

"Customer", "you" or "your" means the person, company, vessel owner, operator, shipyard, contractor or other entity purchasing Products or Services from the Company.

"Products" means marine equipment, spare parts, machinery, components, consumables, tools, fabricated items and other goods supplied by the Company.

"Services" means repair, maintenance, inspection, installation, fabrication, commissioning, troubleshooting, overhaul, technical support and other services provided by the Company.

"Quotation" means the Company's written quotation or commercial offer issued to the Customer.

"Order" means the Customer's purchase order, written acceptance or other instruction to purchase Products or Services.

"Contract" means the applicable quotation, purchase order, order confirmation, scope of work, invoice and these Terms and Conditions collectively.

"Site" means the vessel, shipyard, workshop, port, marina, offshore facility or other location where Services are performed.

2. APPLICATION OF THESE TERMS

2.1 These Terms and Conditions apply to all quotations, sales, supplies, deliveries, repairs, fabrication works and services provided by Revamp unless expressly agreed otherwise in writing.

2.2 A Customer's placement of an order, acceptance of a quotation, payment of a deposit, acceptance of delivery, or commencement of Services constitutes acceptance of these Terms and Conditions.

2.3 Any terms contained in the Customer's purchase order or other document that conflict with these Terms shall not apply unless expressly accepted by Revamp in writing.

2.4 Any amendment, waiver or variation of these Terms must be confirmed in writing by an authorized representative of Revamp.

2.5 Where a specific quotation, purchase order, contract or scope of work contains terms expressly agreed by both parties, those specific terms shall prevail over these general Terms to the extent of any inconsistency.

These provisions are intended to operate consistently with the Qatar Civil Code, including its provisions concerning contractual force and interpretation.

3. QUOTATIONS AND VALIDITY

3.1 Unless otherwise stated, quotations are valid for 30 days from the date of issue.

3.2 A quotation is subject to product availability and may be withdrawn or revised before written acceptance.

3.3 Prices are based on the specifications, quantities and scope stated in the quotation.

3.4 Any changes requested by the Customer after acceptance may result in additional charges and/or revised delivery dates.

3.5 Estimated delivery dates are provided in good faith and are subject to availability from manufacturers, suppliers, shipping companies, customs authorities and other third parties.

3.6 Unless specifically guaranteed in writing, delivery dates shall be considered estimates and not strict contractual deadlines.

4. PRICES

4.1 Prices shall be as stated in the applicable quotation or order confirmation.

4.2 Unless expressly stated otherwise, prices exclude:

VAT or other applicable taxes;
customs duties;
customs clearance charges;
port and terminal charges;
transportation;
crane or lifting charges;
accommodation;
travel expenses;
vessel access charges;
permits;
authority fees; and
other third-party charges.

4.3 Any applicable taxes, duties or governmental charges shall be payable by the Customer unless otherwise required by law or expressly included in the quotation.

4.4 Any increase in manufacturer prices, freight costs, exchange rates, customs duties or other unavoidable third-party costs occurring after quotation and before delivery may be subject to adjustment where expressly permitted under the applicable quotation or contract.

5. ORDERS AND ACCEPTANCE

5.1 Orders become binding upon written acceptance by Revamp or upon commencement of supply or Services, whichever occurs first.

5.2 Revamp reserves the right to reject an order where:

Products are unavailable;
required specifications cannot be confirmed;
credit limits are exceeded;
required permits or approvals cannot be obtained;
the requested work is outside Revamp's licensed activities; or
performance would violate applicable law or regulatory requirements.

5.3 Orders for specially ordered, customized, fabricated or non-stock Products may not be cancelled after procurement or commencement without Revamp's written approval.

6. PAYMENT TERMS

6.1 Payment terms shall be stated in the quotation or invoice.

6.2 Unless otherwise agreed in writing, payment shall be made in full before delivery for cash/prepaid orders.

6.3 For approved credit customers, invoices shall be payable within the agreed credit period.

6.4 Revamp may require:

advance payment;
partial advance payment;
milestone payments;
payment against delivery; or
full payment before commencement of Services.

6.5 Where payment is overdue, Revamp may suspend further deliveries or Services until outstanding amounts are settled.

6.6 The Customer shall not withhold or deduct any amount from an invoice unless such deduction is required by law or expressly agreed in writing.

6.7 Any bank charges, payment gateway charges or transfer charges applicable to the Customer's payment method shall be borne by the Customer unless otherwise agreed.

7. DELIVERY

7.1 Delivery shall be made to the location stated in the quotation or otherwise agreed in writing.

7.2 Delivery dates are estimates unless expressly stated as guaranteed.

7.3 Revamp shall not be liable for delays caused by circumstances beyond its reasonable control, including supplier delays, shipping delays, customs clearance, port restrictions, strikes, shortages, weather conditions, governmental restrictions or force majeure events.

7.4 The Customer shall ensure that the delivery location is accessible and suitable for delivery.

7.5 Where the Customer is unavailable to receive Products, additional transportation, storage or re-delivery costs may be charged.

8. INSPECTION AND ACCEPTANCE OF PRODUCTS

8.1 The Customer shall inspect Products upon delivery.

8.2 Any visible shortage, damage or incorrect delivery must be notified to Revamp in writing within three (3) business days of delivery, unless a different period is stated in the quotation.

8.3 Claims relating to concealed defects shall be notified promptly after discovery and within the applicable warranty period.

8.4 Failure to notify Revamp within the applicable period may affect the Company's ability to investigate and process the claim, subject always to any mandatory rights available to the Customer under applicable Qatar law.

8.5 Products that have been installed, modified, used, dismantled or altered may be subject to additional inspection requirements before a warranty claim is accepted.

9. PRODUCT SPECIFICATIONS

9.1 Products shall generally conform to the manufacturer's published specifications applicable to the supplied model.

9.2 Product photographs, illustrations, dimensions and specifications provided in catalogues, websites or quotations are for identification purposes unless expressly stated to be contractual specifications.

9.3 Where a manufacturer changes a product's design, specification or packaging, Revamp may supply the current equivalent model where reasonably equivalent and legally permissible.

9.4 The Customer is responsible for confirming that the selected Product is suitable for its intended application unless Revamp has expressly undertaken a design or engineering responsibility in writing.

10. MARINE EQUIPMENT AND APPLICATION

10.1 Marine equipment may be subject to particular requirements concerning:

vessel type;
flag state;
classification society;
operating environment;
seawater conditions;
pressure;
temperature;
electrical system;
voltage and frequency;
engine or machinery specifications;
applicable manufacturer requirements; and
statutory or regulatory requirements.

10.2 Unless expressly included in the scope of work, Revamp does not warrant that a Product is approved, certified or accepted by a particular classification society, flag administration, Coast Guard, port authority or other regulatory authority.

10.3 Where certification or approval is required, the Customer shall identify the requirement before placing the order.

10.4 Any additional certification, inspection, testing or approval requirements shall be separately quoted unless expressly included in the original scope.

11. INSTALLATION AND TECHNICAL SERVICES

11.1 Installation Services shall be performed according to the agreed scope.

11.2 The Customer shall provide safe and reasonable access to the Site.

11.3 The Customer shall provide, where applicable:

access permits;
vessel access;
electricity;
water;
lighting;
lifting facilities;
scaffolding;
ventilation;
working permits;
isolation/lock-out arrangements; and
other facilities reasonably necessary for the work.

11.4 Unless specifically included in the quotation, the Customer is responsible for providing cranes, forklifts, scaffolding, dry-docking, vessel movements and other major site facilities.

11.5 Additional work discovered after commencement due to concealed defects, inaccessible components, corrosion, damage, modification, previous improper installation or unsuitable existing equipment shall be treated as additional work and charged separately.

12. REPAIR, OVERHAUL AND MAINTENANCE SERVICES

12.1 Repair and overhaul quotations are based on the condition reasonably observable at the time of inspection.

12.2 Where dismantling is required to determine the actual condition of equipment, Revamp may provide an initial inspection or dismantling quotation.

12.3 If additional defects are discovered after dismantling, Revamp shall notify the Customer where reasonably practicable and may issue a revised quotation.

12.4 Revamp shall not commence substantial additional work without Customer approval, except where immediate action is reasonably necessary to prevent further damage, protect personnel or preserve the equipment.

12.5 Removed components may be retained for inspection, testing or evidence of failure where reasonably necessary.

13. FABRICATION AND CUSTOM-MADE PRODUCTS

13.1 Fabricated Products shall be manufactured according to the specifications, drawings and information approved by the Customer.

13.2 The Customer is responsible for ensuring the accuracy and completeness of drawings, dimensions, measurements and technical information supplied by the Customer.

13.3 Once fabrication has commenced, changes requested by the Customer may result in additional costs and delivery delays.

13.4 Custom-made, fabricated, modified or specially procured Products are generally non-returnable unless otherwise agreed in writing or required by applicable law.

14. CUSTOMER-PROVIDED MATERIALS AND EQUIPMENT

14.1 Where the Customer provides materials, spare parts or equipment for incorporation into the work, the Customer warrants that such materials are suitable and legally available for the intended use.

14.2 Revamp shall not be responsible for defects caused by unsuitable, defective or incorrectly specified Customer-provided materials, except to the extent caused by Revamp's negligence or breach of contract.

14.3 Revamp may refuse to use materials that it reasonably considers unsafe, unsuitable or non-compliant.

15. WARRANTY

15.1 Products shall carry the manufacturer's warranty where applicable.

15.2 Unless otherwise stated in the quotation, Revamp's warranty for Services shall be limited to defects in workmanship attributable to Revamp.

15.3 The applicable warranty period shall be stated in the quotation, invoice or warranty document.

15.4 Warranty claims shall not cover defects or damage resulting from:

improper installation;
improper operation;
misuse;
negligence;
unauthorized modification;
unauthorized repair;
corrosion;
electrical faults;
unsuitable power supply;
contaminated fluids;
normal wear and tear;
operation outside manufacturer specifications;
inadequate maintenance;
accidents;
marine or environmental conditions outside the Product's design parameters; or
damage caused by third parties.

15.5 Where a Product is covered by a manufacturer's warranty, Revamp may facilitate the warranty claim with the manufacturer, but the manufacturer's warranty terms shall apply.

15.6 Warranty remedies may include, depending on the circumstances and applicable law:

repair;
replacement;
rectification of workmanship; or
other appropriate remedy.

15.7 Nothing in these Terms excludes or limits any warranty or consumer right that cannot lawfully be excluded or limited under applicable Qatar law.

This approach is important because Qatar's Consumer Protection Law provides consumer rights concerning safety, accurate information and conformity with specifications, and imposes obligations on suppliers.

16. RETURNS

16.1 Returns require prior written authorization from Revamp.

16.2 Stock Products may be considered for return subject to:

prior approval;
unused condition;
original packaging;
proof of purchase; and
the applicable return period.

16.3 Special-order, customized, fabricated, installed or used Products may not be returnable unless agreed otherwise or required by applicable law.

16.4 Approved returns may be subject to reasonable restocking, inspection, transportation or handling charges where legally permissible and stated in the applicable quotation or return authorization.

17. TITLE AND OWNERSHIP

17.1 Unless otherwise agreed, ownership of Products shall remain with Revamp until the Customer has paid all amounts due in respect of those Products.

17.2 Risk in the Products shall pass in accordance with the agreed delivery terms and applicable law.

17.3 Until ownership passes, the Customer shall not knowingly sell, pledge, charge or otherwise dispose of unpaid Products in a manner inconsistent with Revamp's ownership rights.

17.4 Revamp reserves all rights available under Qatar law concerning unpaid Products and outstanding amounts.

18. CUSTOMER'S RESPONSIBILITIES

The Customer shall:

18.1 provide accurate specifications and information;

18.2 provide safe access to the Site;

18.3 obtain required permits and approvals unless expressly included in Revamp's scope;

18.4 ensure that the vessel or equipment is available at the agreed time;

18.5 disclose known hazards and dangerous conditions;

18.6 ensure that the equipment is properly isolated where required;

18.7 provide necessary drawings, manuals and technical information;

18.8 make timely decisions and approvals; and

18.9 make payments in accordance with the agreed terms.

Delays or additional costs resulting from the Customer's failure to satisfy these obligations may be charged to the Customer.

19. VESSEL AND SHIPYARD WORK

19.1 Where Services are performed onboard a vessel or within a shipyard, marina, port or other controlled facility, the Customer shall ensure that Revamp personnel are provided with lawful and safe access.

19.2 The Customer shall be responsible for obtaining any vessel, port, Coast Guard, shipyard, security or other access permissions unless expressly included in Revamp's scope.

19.3 Work may be suspended if Revamp reasonably considers the working environment unsafe or if required permits or access are unavailable.

19.4 Any standby time caused by vessel movement, port restrictions, access restrictions, permit delays, weather conditions, Customer delays or other circumstances outside Revamp's reasonable control may be charged separately.

20. HEALTH, SAFETY AND ENVIRONMENT

20.1 Revamp shall comply with applicable health, safety and environmental requirements applicable to its work.

20.2 The Customer shall inform Revamp of known hazards at the Site.

20.3 Revamp may stop work immediately where it reasonably believes that continuing the work would create a serious safety risk.

20.4 Any delay or additional cost arising from unsafe Site conditions, inadequate access or missing permits may be charged to the Customer where permitted by the Contract and applicable law.

21. LIABILITY

21.1 Revamp shall be responsible for direct loss or damage caused by its proven breach of contract, negligence or other legally actionable conduct, subject to applicable Qatar law.

21.2 To the maximum extent permitted by law, Revamp shall not be liable for indirect, consequential or special losses, including loss of profit, loss of revenue, loss of business, loss of use, loss of charter income or loss of opportunity, except where such exclusion is prohibited by mandatory law.

21.3 Nothing in these Terms shall exclude or limit liability that cannot legally be excluded or limited under applicable Qatar law.

21.4 Any agreed limitation of liability shall not apply to liability arising from fraud, wilful misconduct or other liability that cannot lawfully be limited.

22. LIMITATION OF LIABILITY FOR VESSEL OPERATIONS

22.1 Unless expressly contracted to provide vessel operation or navigational services, Revamp shall not be responsible for the operation, navigation, seaworthiness or overall safety of the vessel.

22.2 The vessel owner, operator, master or responsible person remains responsible for the safe operation of the vessel.

22.3 Revamp's responsibility shall be limited to the Products and Services expressly included within its agreed scope.

23. CLASSIFICATION, CERTIFICATION AND REGULATORY APPROVALS

23.1 Where required, the Customer shall identify applicable requirements of:

Qatar authorities;
Qatar Coast Guard;
Ministry or port authorities;
classification societies;
flag-state authorities;
IMO requirements;
manufacturer standards; and
other applicable regulatory bodies.

23.2 Revamp shall comply with requirements expressly included in its scope.

23.3 Certification, inspection or testing by third parties shall be subject to availability and additional charges unless expressly included.

24. INTELLECTUAL PROPERTY

24.1 Product manuals, manufacturer drawings, technical documents, trademarks and intellectual property remain the property of their respective owners.

24.2 Customer-specific drawings, calculations, designs or technical documents prepared by Revamp shall remain Revamp's property unless otherwise agreed in writing, subject to the Customer's rights to use deliverables paid for under the relevant Contract.

24.3 The Customer shall not reproduce or commercially distribute Revamp's proprietary drawings or technical documents without written permission.

25. CONFIDENTIALITY

25.1 Each party shall keep confidential commercial, technical and financial information received from the other party.

25.2 Confidential information shall not include information that:

is publicly available;
was already lawfully known;
is independently developed; or
must be disclosed by law or competent authority.

26. FORCE MAJEURE

26.1 Neither party shall be liable for failure or delay caused by events beyond its reasonable control.

26.2 Force majeure may include, where applicable:

natural disasters;
extreme weather;
fire;
flood;
epidemic or pandemic;
war;
terrorism;
civil disturbance;
government restrictions;
port closures;
strikes;
transportation disruption;
supply-chain disruption;
customs restrictions;
material shortages;
vessel restrictions; or
other circumstances beyond reasonable control.

26.3 The affected party shall notify the other party as reasonably practicable.

26.4 Where a force majeure event continues for an extended period, either party may request cancellation or renegotiation of the affected portion of the Contract, subject to applicable law.

27. CANCELLATION AND SUSPENSION

27.1 Revamp may suspend or terminate Services where:

payment is overdue;
required access is unavailable;
the Customer materially breaches the Contract;
the Site is unsafe;
required permits are unavailable; or
continuing the work would violate applicable law.

27.2 The Customer shall pay Revamp for Products supplied, Services performed, materials purchased, work completed and reasonable cancellation costs incurred up to the effective date of termination.

28. SUBCONTRACTORS

28.1 Revamp may engage qualified subcontractors or specialist service providers where reasonably required to perform the Contract.

28.2 Revamp shall remain responsible for its contractual obligations to the Customer to the extent required under the Contract and applicable law.

29. COMPLIANCE WITH LAW

29.1 Both parties shall comply with applicable laws and regulations of the State of Qatar.

29.2 The Customer shall not request Revamp to perform any activity that violates applicable law, port regulations, vessel regulations, safety requirements or authority instructions.

29.3 Where the Services are performed onboard a vessel, applicable maritime requirements shall also be observed.

Qatar's Maritime Law No. 15 of 1980 governs a broad range of matters concerning vessels and maritime operations and remains an important part of the legal framework for marine-related activities.

30. ANTI-BRIBERY AND ETHICAL BUSINESS

30.1 Each party shall comply with applicable anti-bribery, anti-corruption and commercial laws.

30.2 Neither party shall offer, request or accept any improper payment, commission, benefit or inducement in connection with the Contract.

30.3 Revamp may refuse or terminate an order where it reasonably believes that performance would involve unlawful conduct.

31. DOCUMENTATION

31.1 Quotations, purchase orders, work orders, delivery notes, inspection reports, service reports, invoices and written approvals may form part of the Contract.

31.2 In the event of inconsistency, the following order of precedence shall generally apply:

signed contract or specific agreement;
approved scope of work;
Revamp quotation;
Customer purchase order, to the extent accepted by Revamp;
these Terms and Conditions; and
other supporting documents.

32. NOTICES

32.1 Notices shall be sent to the email address or physical address stated in the quotation, purchase order or Contract.

32.2 Electronic communications may constitute written communications where permitted under applicable law and where the sender and recipient can reasonably be identified.

33. DISPUTE RESOLUTION

33.1 The parties shall first attempt to resolve any dispute through good-faith negotiations between their authorized representatives.

33.2 If the dispute cannot be resolved amicably, it shall be submitted to the competent courts of the State of Qatar, unless the parties have expressly agreed in writing to arbitration or another lawful dispute-resolution mechanism.

33.3 Nothing in these Terms prevents either party from seeking urgent interim or protective relief from a competent court where legally available.

34. GOVERNING LAW

34.1 These Terms and the Contract shall be governed by and interpreted in accordance with the laws of the State of Qatar.

34.2 Subject to any mandatory applicable law, the parties submit to the jurisdiction of the competent courts of the State of Qatar.

This is consistent with the Qatar Civil Code's conflict-of-laws framework, which provides that disputes involving different laws may be resolved by reference to Qatari law in the circumstances specified by the Code.

35. SEVERABILITY

35.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be treated to the extent required by law without affecting the validity of the remaining provisions.

35.2 The parties shall, where legally permissible, seek to replace the affected provision with a valid provision that most closely reflects its commercial purpose.

36. WAIVER

36.1 Failure by Revamp to enforce any provision immediately shall not constitute a waiver of its right to enforce that provision later.

37. ENTIRE AGREEMENT

37.1 The Contract, together with these Terms and any documents expressly incorporated into it, constitutes the agreement between Revamp and the Customer concerning the relevant Products or Services.

37.2 Any amendment must be agreed in writing by authorized representatives of both parties.

38. CUSTOMER ACKNOWLEDGEMENT

By accepting a quotation, issuing a purchase order, making payment, accepting delivery or instructing Revamp to commence Services, the Customer acknowledges that it has read, understood and accepted these Terms and Conditions, subject to any expressly agreed written amendments.