TERMS & CONDITIONS

TERMS & CONDITIONS FOR THE SUPPLY OF ROPES AND RELATED PRODUCTS

1. DEFINITIONS

“TIMM” means TIMM Slovakia s.r.o., acting as supplier and manufacturer.
“Customer” means any legal or natural person placing an Order for Products from TIMM.
“Products” means ropes and related manufactured items listed in TIMM’s Product Catalogue or confirmed in writing.
“Order” means a Customer request to purchase Products.
“Order Confirmation” means TIMM’s written acceptance of an Order.
“Supply Contract” means the binding contract consisting of these Terms & Conditions and the Order Confirmation.
“Delivery” means delivery of Products according to the agreed Incoterms.
“Specifications” means technical specifications in the Product Catalogue or as expressly agreed.
“Applicable Law” includes all laws, regulations, sanctions, and compliance obligations relevant to the parties.
“Additional Terms” means any written provisions agreed specifically for a particular Customer or Order.

2. SCOPE & APPLICATION

2.1 These Terms & Conditions apply to all sales of Products by TIMM to the Customer worldwide.
2.2 Any terms included in Customer purchase documents are excluded unless accepted in writing by TIMM.
2.3 Additional Terms agreed in writing prevail over these Terms & Conditions in case of conflict.
2.4 Each Supply Contract is formed when TIMM issues an Order Confirmation.

3. ORDERS & ORDER CONFIRMATION

3.1 An Order constitutes an offer; TIMM is not obliged to accept any Order.
3.2 An Order is binding only after the Customer receives an Order Confirmation.
3.3 The Customer must review the Order Confirmation and notify TIMM of discrepancies within 3 business days.
3.4 TIMM may accept, reject, or partially accept Orders at its discretion.
3.5 Orders may be cancelled or amended only with written agreement; Customer must compensate TIMM for all costs incurred.

4. PRICES & CHARGES

4.1 Prices are as per the TIMM Price List or specifically agreed in the Order Confirmation.
4.2 Prices exclude VAT, duties, customs charges, and freight unless expressly stated otherwise.
4.3 Additional services, testing, certification, or documentation will be charged separately if not included in the price.

5.PAYMENT TERMS

5.1 Payment terms: 30 days net from invoice date.
5.2 All payments must be made in full, without set-off or deduction, except as required by law.
5.3 Late payments accrue interest at 4% above Barclays Bank base rate, calculated daily.
5.4 Until full payment is received, TIMM may:
– suspend deliveries,
– withhold future orders,
– retain title to Products and reclaim them.
5.5 Customer shall indemnify TIMM for all reasonable costs in collecting overdue amounts.

6. DELIVERY & TRANSFER OF RISK

6.1 Delivery terms follow Incoterms® 2020, default FCA (Slovakia) unless otherwise agreed.
6.2 Risk transfers to Customer at the point of Delivery.
6.3 Customer is responsible for export/import formalities unless agreed otherwise.
6.4 If Customer fails to take timely delivery, TIMM may charge storage, insurance, and handling fees.

7. DELIVERY DATES & DELAY

7.1 Delivery dates are indicative only unless expressly guaranteed.
7.2 TIMM will make reasonable efforts to deliver on time; delays do not entitle the Customer to damages.
7.3 If delay exceeds a reasonable period not caused by Customer, Customer may cancel delayed items with written notice.
7.4 Cancellation is Customer’s sole remedy for non-delivery unless otherwise required by law.

8. SPECIFICATIONS & QUALITY

8.1 Products will comply with:
– TIMM Product Specifications,
– ISO 9001 quality standards,
– applicable CE marking, regulatory and safety requirements.
8.2 Customer is responsible for ensuring suitability of Products for its specific application.
8.3 TIMM may modify Products if changes do not materially affect performance.

9. WARRANTY

9.1 B2B Warranty Periods
For all sales where the Customer is a business (B2B), TIMM provides the following manufacturer warranty periods:

• EU (B2B) – 12 months from the date of Delivery.
• United Kingdom (B2B) – 12 months from the date of Delivery.
• Africa – South Africa (B2B) – 6 months from the date of Delivery, in alignment with the Consumer Protection Act (CPA).
• Rest of World (B2B) – 12 months from the date of Delivery, unless mandatory local legislation requires otherwise.

9.2 Scope of Warranty
TIMM warrants that Products supplied under a Supply Contract shall, at the time of Delivery:

– Conform materially with the technical Specifications;

– Be free from material defects in materials and workmanship;

– Be manufactured to ISO 9001 standards and applicable CE requirements where relevant.

9.3 Exclusions
This Warranty does not apply where:

– Products are used outside their stated application, misuse, overloading, shock loading, or improper installation;

– Products are exposed to extreme environmental conditions not stated in the Specifications;

– Damage results from abrasion, incorrect storage, chemical exposure, or external mechanical damage;

– Repairs or modifications were made without TIMM’s written approval;

– Damage results from fair wear and tear.

9.4 Warranty Claims (B2B)
The Customer must:

– Notify TIMM of visible defects within 5 business days,

– Notify TIMM of latent defects within a reasonable time after detection and within the applicable warranty period,

– Provide supporting information such as photos, traceability tags, installation records, and load history if requested.

10. WARRANTY REMEDIES

10.1 If a valid claim is accepted, TIMM will, at its discretion:
(a) repair the defective Product;
(b) replace the Product; or
(c) refund the price of the defective Product.
10.2 These remedies are the Customer’s exclusive remedies for Product defects.

11. CUSTOMER RESPONSIBILITIES

Customer must:
– follow TIMM’s instructions, manuals, and safety guidelines,
– ensure correct installation, usage, and maintenance,
– maintain adequate storage conditions,
– comply with all applicable laws and industry standards (marine, offshore, lifting, safety).

12. LIMITATION OF LIABILITY

12.1 TIMM does not exclude liability for death, personal injury, fraud, or any liability that cannot be legally excluded.
12.2 To the fullest extent permitted by law:
– TIMM is not liable for indirect or consequential losses, loss of profit, loss of production, loss of business, or downtime costs.
12.3 TIMM’s total aggregate liability under any Supply Contract is limited to:
100% of the total Contract value.

13. INDEMNITY

Customer shall indemnify TIMM for all losses arising from:
– improper or unsafe use of Products,
– non-compliance with instructions, laws, or safety rules,
– resale or modification of Products without authorization.

14. COMPLIANCE, ETHICS & SANCTIONS

14.1 Both parties shall comply with:
– UK Bribery Act,
– US Foreign Corrupt Practices Act (FCPA),
– OECD Anti-Bribery Convention,
– EU & UN sanctions,
– OFAC regulations,
– WSS Group compliance requirements.

14.2 No party may engage—directly or indirectly—with sanctioned individuals, entities, vessels, or jurisdictions.
14.3 Customer must provide information required for sanctions screening of transactions or counterparties.
14.4 Breach of this clause entitles TIMM to terminate the Supply Contract immediately.

15. SUSTAINABILITY & ESG

15.1 Customer acknowledges TIMM’s environmental and sustainability obligations.
15.2 Customer agrees to support reasonable ESG documentation requirements, including traceability, recycling, and CO₂ reporting.
15.3 Products shall not be used in ways that violate environmental laws or ethical standards.

16. DATA PROTECTION

16.1 General Compliance

Both parties shall comply with Regulation (EU) 2016/679 (GDPR), applicable national data‑protection laws, and electronic communications regulations when processing personal data in connection with the Supply Contract.

16.2 Contractual Processing

Personal data exchanged between the parties under the Supply Contract shall be processed solely for lawful purposes, in particular:

– performance and administration of the Supply Contract,

– order processing, delivery, invoicing, and payment, customer support, warranty handling, and compliance with legal obligations.

16.3 Newsletter & Marketing Communications

In addition to contractual processing, TIMM may process limited personal data of Customer representatives for the purpose of sending newsletters, product announcements, technical updates, invitations, and other marketing or business communications relating to TIMM’s products, services, and activities.

16.4 Legal Basis

Processing for marketing and newsletter purposes shall be based on:

the data subject’s explicit consent, where required by applicable law; and/or

TIMM’s legitimate interest in maintaining and developing business relationships with existing customers, in accordance with Article 6(1)(f) GDPR and applicable B2B marketing rules.

16.5 Categories of Personal Data

Personal data processed for the purposes of this Section may include:

– name and surname,

– business contact details (email address, telephone number),

– job title and company name,

– country or region,

– communication and subscription preferences.

TIMM does not intentionally process special categories of personal data.

16.6 Opt‑Out and Objection Rights

The Customer or its designated contact persons may, at any time and free of charge:

object to the processing of personal data for direct marketing purposes; or

withdraw any consent given for newsletters or marketing communications.

Such opt‑out or withdrawal may be exercised via the unsubscribe functionality included in each communication or by contacting TIMM directly. This shall not affect the validity or performance of the Supply Contract.

16.7 Processors and Data Transfers

TIMM may engage third‑party service providers (including IT and email distribution platforms) acting as data processors under Article 28 GDPR. Such processors shall be contractually bound to confidentiality, security, and GDPR compliance obligations.

Where personal data is transferred outside the European Economic Area, TIMM shall ensure appropriate safeguards in accordance with Chapter V GDPR.

16.8 Retention

Personal data shall be retained only for as long as necessary for the purposes for which it is processed, including for the duration of the contractual relationship and, for marketing purposes, until an objection or withdrawal of consent is received, unless a longer retention period is required by mandatory law.

16.9 Data Subject Rights

Data subjects retain all rights granted under applicable data‑protection legislation, including the rights of access, rectification, erasure, restriction, data portability, objection, and the right to lodge a complaint with the competent supervisory authority.

17. INTELLECTUAL PROPERTY

17.1 All intellectual property related to the Products, technical documentation, branding, design, processes, and catalogues remains the exclusive property of TIMM or WSS.
17.2 Customer may not reproduce or use TIMM trademarks without prior written consent.
17.3 No IP rights are transferred except the right to use the Products as intended.

18. CONFIDENTIALITY

18.1 Both parties must keep confidential all commercial, technical, and contractual information exchanged.
18.2 Disclosure is permitted only:
(a) to employees or subcontractors on a need-to-know basis;
(b) if required by law or regulatory authority.

19. TERMINATION

TIMM may terminate with immediate effect if:
(a) Customer fails to pay amounts due;
(b) Customer becomes insolvent, bankrupt, or subject to restructuring;
(c) Customer breaches compliance or sanctions provisions;
(d) Customer commits a material breach not remedied within 15 days.

Termination does not affect accrued rights or obligations.

20. FORCE MAJEURE

Neither party is liable for failure to perform caused by events beyond reasonable control, including natural disasters, war, strikes (excluding internal strikes), embargoes, or major supply disruptions.
If a force majeure event lasts over 30 days, either party may terminate impacted obligations.

21. ASSIGNMENT

Customer may not assign or transfer any rights or obligations without TIMM’s written consent.
TIMM may assign rights within the WSS Group.

22. GOVERNING LAW & JURISDICTION

The Supply Contract is governed by English law, excluding conflict-of-law rules.
Exclusive jurisdiction: Courts of England & Wales.

Alternatives available upon request (e.g., Norway or Slovakia), but English law aligns with WSS global standards.

23. MISCELLANEOUS

23.1 These Terms & Conditions together with the Order Confirmation constitute the entire agreement.
23.2 If any clause is found invalid, the remaining provisions remain in force.
23.3 Amendments must be in writing and signed by both parties.
23.4 No failure to enforce rights constitutes a waiver.