1.1. These General Terms and Conditions apply to all Services further detailed in section 3.. They form part of all offers and contracts of IMS GmbH – Interior Management Systems (“IMS”) with regard to supplies and performance of work and services in respect of current and future business relations. These General Terms and Conditions together with all offers and contracts concluded with the customer in regard of the Services shall be jointly referred to as the “Agreement”.

1.2. General terms and conditions of the customer deviating from these General Terms and Conditions are invalid, even if not expressly objected to by IMS. Supplementary agreements will form part of the contract only if IMS confirms their incorporation into the contract expressly in writing. IMS’s General Terms and Conditions apply exclusively even when IMS renders services without reservation in awareness of the customer’s General Terms and Conditions

2.1. Offers and estimates of costs are subject to confirmation by IMS.

2.2. The customer is bound by his offer for a period of 14 days. This does not apply in cases where the work is scheduled to commence earlier. Contracts become effective only on IMS confirming the order in writing or once IMS has commenced performance of the contract. The travelling of IMS’s staff to the place of performance of work is deemed to constitute commencement. This also applies to proposed subsequent amendments of the contract and supplementary agreements, as well as to confirmations and warranties of quality or characteristics.

3.1. IMS renders interior management related services and operations in respect of luxury assets such as yachts, real estate and cars, including but not limited to advising on, planning, implementing and executing interior management schemes and systems, providing according (app-)software, handbooks and manuals, maintenance, crew/staff headhunting, management and training, audits, outfitting, procurement of supplies, equipment and interior furnishing (the “Services”). IMS will provide the customer with a detailed description of the individual scope of Services as rendered under the individual contractual relation. Such description shall define the Services concurred and form an integral part of the Agreement.

3.2. Unless expressly agreed otherwise in writing IMS’s services do not include technical consultancy of any kind.

3.3. The scope and mode of performance of IMS is determined by IMS’s offer or order confirmation. All information and documents as well as documents supplied by IMS to the customer only serve the purpose of a non-binding description of the scope of performance of IMS. IMS reserves the right to implement insignificant changes and/or deviations particular with regard to changes in the layout as well as colour schemes.

3.4. The customer is advised in respect of the scope of performance to the best of IMS’s knowledge. IMS is entitled to rely on the accuracy of statements or comments of supervisory authorities and supervisory associations, unless the customer at his responsibility confirms the contrary in writing. The customer is solely responsible for any decisions regarding the scope and usefulness of the work to be performed.

3.5. IMS reserves the right to delegate tasks to any of its employees and third-party subcontractors.

3.6. IMS’s Services will be conducted from IMS’s office in Bremen or, where considered necessary by IMS, at any other place reasonably acceptable to the customer.

4.1. The scope of the Services may be altered and amended only by written agreement between the Parties during the course of rendering the Services.

4.2. The customer’s representatives and the representatives of IMS shall be duly authorised to agree any such alterations and amendments on behalf of the customer and IMS respectively.

5.1. The customer agrees to obtain and provide to IMS in a timely manner all information, data, documents and assistance which IMS reasonably requires to perform the Services in an efficient and cost-effective manner.

5.2. Offers, illustrations, plans, drawings, descriptions, handbooks, manuals, moodboards, mock-ups, look-books, video materials (including but not limited to video clips) or other documents and data (together referred to as Data), which IMS delivers to the customer prior or after conclusion of the contract, remain the (intellectual) property of IMS unless expressly agreed otherwise. The customer is not allowed to reproduce, copy, or make available any Data to third parties without express permission in writing from IMS.

5.3. On request, Data has to be handed back to IMS promptly. Copies of provided Data are to be deleted, destroyed or otherwise made unusable. The customer shall confirm compliance with this obligation in writing.

5.4. In case IMS’s performance entails the use of Data of the customer, the customer is, without prejudice to section 11.4., obliged to indemnify IMS in respect of claims of third parties relating to infringements of rights of ownership, copyright and rights of commercial trademarks and other proprietary rights caused by the use of Data supplied by the customer.

5.5. Without prejudice to section 11.4., costs for additional work caused by defective or incorrect Data or other information or assistance supplied by the customer must be borne by the customer.

At the latest when IMS commences performance of the contract, the customer shall inform IMS in writing who is responsible for giving and accepting statements and who is able to enter into agreements vis à vis IMS. Otherwise, supervising employees of the customer or third persons responsible for supervising are considered to have authority to give and accept statements and to enter into agreements vis à vis IMS.

7.1. The customer is responsible for payment of the Service fees at the rate as individually agreed.

7.2. Against appropriate documentation, IMS is entitled to additionally recover out of pocket expenses at cost (incl. all taxes, customs, levies, etc.) from the customer in addition to any Service fees, provided such expenses were reasonably incurred IMS in relation to the provision of the Services. Expenses recoverable by IMS pursuant to this clause shall include, without limitation, costs of samples, external reproduction costs, postage, travel (incl. flights at economy class where available within the EU and Business class to destinations outside the EU), car hire and petrol and any necessary and reasonable hotel and other accommodation and subsistence expenses).

7.3. All fees and expenses and other payments payable to IMS by the costumer pursuant to this section 7. shall generally be invoiced, electronically, by IMS on a monthly basis and will be payable upon receipt, latest within seven (7) calendar days after the date of the invoice. Invoices sent by email shall be deemed to have been received on the same day as sent by IMS, provided they have been correctly addressed and no bounceback messages have been received. Full payment, without set-off or deduction (notwithstanding section 14.) and free of bank charges, shall be made directly to IMS’s Euro account detailed below. Any bank charges or currency commission deducted from the payment received will be invoiced as an expense in the following invoice. IMS’s bank account details are as follows:

Beneficiary: IMS GmbH

Bank: Sparkasse Bremen

IBAN: DE93290501010081306383

BIC: SBREDE22XXX

7.4. If an invoice is not paid within the period as established in above section 7.3, IMS – except in such circumstances as established in section 14.1 and 14.2 – will be entitled to charge the costumer interest on the outstanding amount at 9%-points over Euribor base rate and will have the right (exercise of which shall be at IMS’s full discretion) to suspend the Services and any other performance under this Agreement.

8.1. In case IMS is to provide the Services or parts thereof outside of its office in Bremen, particularly but not limited to on board of vessels or on shipyard premises, the customer shall cover IMS’s employees with all risk insurance coverage with regard to damage, injury, death and theft. Coverage is to be concluded in the name and to the benefit of IMS. Costs and fees are to be borne by the customer. Upon demand the conclusion of insurance cover shall be proven to IMS in writing and in good time.

8.2. If and insofar IMS is to transport goods to a place designated by the customer, IMS will, at the customer’s cost, procure full insurance cover for transportation.

9.1. Unless expressly agreed otherwise in writing, deadlines and time limits are non-binding and may be extended accordingly due to circumstances within the procurement process. In case no written agreements are made with regard to time limits and deadlines, the deadlines and time limits proposed by IMS will be applicable.

9.2. Adherence to time limits and deadlines is on the basis that the customer has fulfilled his obligations to assist and carry out his further obligations in full and on time. Subsequent changes or additional requirements put forward by the customer will cause time limits and deadlines to be adjusted in accordance with the additional work involved as a result of such changes. Costs and additional fees for any delay subject to this section are to be borne by the customer.

9.3. Deadlines and time limits which have been agreed are prolonged by the length of any delay in payments due, even in cases in which IMS has no right or has not exercised any right to refuse or withhold performance under the contract. All statutory rights of IMS remain reserved.

9.4. In case of unforeseeable events, in particular in case of acts of God, official orders of state authorities, strikes, lockouts, war, riots, industrial breakdowns, shortage of materials, or the delay of subcontractors, IMS without prejudice to section 11.4. is released from its duty of performance and delivery for the duration of these events and, where such events make the performance impossible, are released entirely from any obligation of performing the contract further. 9.5. Section 9.4 also applies in case such events occur after IMS has caused the default.

9.5. Section 9.4 also applies in case such events occur after IMS has caused the default.

9.6. IMS reserves its ability to deliver. This particularly applies if IMS’s obligation to perform is unbearable due to procurement bottlenecks.

9.7. The obligation to pay any agreed contractual penalty or lump-sum compensation does not exist under the circumstances specified in section 9.4, 9.5, 9.6.

10.1. Any goods delivered under this Agreement have to be examined by the customer upon take over. Any visible defects are to be reported to IMS immediately, latest within one week.

10.2. In case the customer fails to notify IMS accordingly, the delivered goods are deemed approved except for such defects that were not detectable within such examination.

10.3. If such a defect shows up later, according notification must be rendered immediately, but no later than one week after discovery; otherwise, the delivered goods are also deemed approved in view of this defect.

10.4. Any warranty established legally or contractually in respect of defects on products supplied to IMS by third parties are restricted to the assignment of rights IMS may have against the supplier of the product, provided the customer is actually capable of indemnifying itself from the assigned claims. IMS will employ its best endeavours to support the customer in enforcing any such claim.

10.5. Any claims related to defective goods or performance become time-barred after the expiry of 12 months, such period to commence in accordance with the relevant statutory provisions. This does not apply in cases in which a defect was deliberately concealed and/or if any of the circumstances giving rise to liability as described under section 11.4 are fulfilled.