Current version: 12.10.2017

Terms and Conditions for the Provision of Maritime Support Services

Content
1. Customer's obligations
2. Supply of Services by Supplier
3. Charges and Payment
4. Warranty
5. Limitation of Liability
6. Mutual Hold Harmless
7. Force Majeure
8. Insurance
9. Termination
10. Confidentiality
11. Intellectual Property Rights
12. Anti-Bribery/ Corruption
13. Trade Compliance
14. General Provisions
Annex
Definition of legal terms used


1. Customer's obligations
1.1 Customer shall:
1. ensure and guarantee that the terms of the Contract and any information provided within are complete and accurate;
2. co-operate with Supplier in all matters relating to the Services within a reasonable time;
3. keep Supplier updated or ensure that Supplier is enabled to be/ being kept updated on Vessel’s ETA/ ETD
4. provide Supplier with complete service documentation/ reports and if applicable with recent certificates
5. provide Supplier with OEM manuals unless Supplier has stated to be authorized by maker of equipment to be inspected
6. provide Supplier with such information and materials as Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects within a reasonable time;
7. appoint a named representative who will be responsible for liaison between the Supplier and the Customer who can enter into legally binding agreements with the Supplier (for e.g. assignment of additional services if required or acceptance of services as executed/ delivered);
8. prepare the Vessel prior to the commencement of the Services by the date set out in the Contract with suitable access/ egress/ lighting as necessary and in accordance with all safety measures required for the safe carry out of the Service;
9. ensure service location is safe for works (hot-work included);
10. prepare and provide access to the equipment to be serviced;
11. retain control and responsibility over the Vessel at all times;
12. provide any consumables, materials and other supplies necessary for the implementation of the trial run or test (if applicable);
13. provide qualified and authorized staff well aware of the possible hazards involved in the handling of Vessel’s equipment subject matter of the Service. Customer’s qualified and authorized staff shall perform all necessary trial runs or tests under Customer's assumption of all risks and full liability;
14. obtain and maintain all necessary licenses, permissions, approvals and consents which may be required before the date on which the Services are to start;
15. provide Supplier, its employees, agents and consultants, with access to Customer's prepared premises, office accommodation and other facilities as reasonably required by Supplier; and
16. (if requested by Supplier) keep and maintain Supplier Materials at Customer's premises in safe custody at its own risk, maintain Supplier Materials in good condition until returned to Supplier, and not dispose of or use Supplier Materials other than in accordance with Supplier's written instructions or authorisation.
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Special Stipulations for Diving Services:
1. provide meals, drinking water and resting area for service team


2. Supply of Services by Supplier
2.1 Supplier acknowledges that the Services are fully described in the Contract. Supplier shall supply the Services to Customer in accordance with the Contract in all material respects. Supplier acknowledges and respects that all information provided by Supplier in the process that led to the conclusion of the Contract forms part of the Contract and shall constitute a representation which can be relied upon and shall have contractual force.
2.2 Supplier shall use all reasonable endeavours to meet any performance dates specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
2.3 The foregoing does not apply in case Supplier by Contract has given ‘guarantee of availability’[1] or ‘guarantee of service execution within port stay’[2]. If one of the aforementioned guarantees have been given performance dates are binding.
2.4. Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services. In any such event the Supplier shall notify the Customer.
2.5 Services to be carried out at anchorages or berths are subject to permission being granted by the relevant authorities for such Services to be carried out.
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2.6 Special Stipulations for Diving Services: where the Services consist of Vessel inspections, such inspections will, unless otherwise expressly agreed in writing, be superficial inspections afloat undertaken on the following terms:
1. Inspections are limited to those parts of the Vessel, her machinery equipment or records (if made available) which were actually exposed, uncovered or readily accessible and Supplier will not report on any other part of the Vessel, her machinery or equipment and shall have no responsibilities whatsoever in such respect;
2. Supplier will not report on the Vessel’s water tightness or integrity, the operational efficiency of its machinery or equipment, its suitability for any business trade, or its stability characteristics unless expressly included in the Contract;
3. Where specifically called for in the Contract, underwater surveys carried out in lieu of statutory hull surveys in dry dock, or to enable a statutory dry dock survey to be postponed, are carried out under the supervision of the relevant classification society which is entirely responsible for the final outcome of the surveys and for decisions based on the results of such a survey. Should Supplier render a report, the information is for guidance only.


2.7 If Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by Customer or failure by Customer to perform any relevant obligation (the “Customer Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Customer remedies Customer Default, and to rely on Customer Default to relieve it from the performance of any of its obligations to the extent Customer Default prevents or delays Supplier's performance of any of its obligations.


3. Charges and Payment
3.1 Charges are to be calculated/ raised and payments are to be affected as detailed in the Contract.
3.2 Supplier shall be entitled to demand in writing to be reimbursed by Customer for any costs sustained or incurred by Supplier arising directly or indirectly from Customer Default (as set out under clause 1 and clause 2.7 herein).
3.2 Supplier shall be entitled to charge at their regular hourly/ daily rates for personnel and Supplier Materials in respect of any delay in the commencement of the delivery of Services where this delay arises due to the actions or inactions of Customer.
3.3 Supplier shall be entitled to charge Customer for any expenses reasonably incurred by the individuals whom Supplier engages in connection with the Services such as for example certificates attesting the gas-free condition of the Vessel, the necessary degasifying of tanks, bilges, the initial filling and refills of lubricating and hydraulic oils or other materials reasonably needed as well as expenses for tugboats or pilotmen if incurred.
3.4 All amounts payable by Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT) and any local taxes as may apply. Where any taxable supply for VAT purposes is made under the Contract by Supplier to Customer, Customer shall, on receipt of a valid VAT invoice from Supplier, pay to Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
3.5 The invoice will be sent directly to Customer at the address and for the attention of such persons indicated in the Contract.
3.6 Should Customer dispute any of the contents of the Supplier’s invoice, Customer must raise this with Supplier within ten (10) Business Days of the date of the invoice. In any event, the undisputed amount of the Invoice shall be paid in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
3.7 If Customer fails to make any payment due to Supplier under the Contract by the due date for payment, then Supplier shall be entitled to any or all of the following remedies (without prejudice to any other right or remedy available to Supplier):
1. require immediate payment of invoice;
2. require immediate payment of any and all outstanding invoices issued by Supplier to Customer whether or not they are due for payment;
3. recover all expenses and legal costs arising out of recovery of monies from the Customer; and
4. charge interest on the overdue amount at the rate of 4% per cent per annum above Barclay's base rate from time to time, such interest to be compounded at quarterly intervals. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Customer shall pay the interest together with the overdue amount.
3.8 Supplier may at any time, without limiting its other rights or remedies, set off any amount
owing to it by Customer against any amount payable by Supplier to Customer.


4. Warranty
4.1 Supplier warrants that it will carry out the Services with reasonable care and skill. To the extent that any such Services have not been carried out with reasonable care and skill, Supplier agrees, at any time during the period set out in the contract following the performance of the Services by Supplier, to repair any equipment and/ or rectify any Service which is proven to Supplier’s reasonable satisfaction to be defective in materials or workmanship provided that such defects are solely attributable to the fault of Supplier’s workmanship and supply of materials.
4.2 Where Supplier has been validly notified of a defect, Supplier shall be required to remedy the defect free of charge to Customer or cover costs if re-work has to be performed by client or a third party or to grant credit or refund Customer the Charges, or a proportionate part of the Charges.
4.3 The warranty referred to in paragraph 4.1 above shall not apply where:
1. The equipment or Service has been altered or varied in any way whatsoever or been subject to misuse, neglect or unauthorized repair;
2. The equipment or Service has not been maintained or used in accordance with any instructions and guidelines specified by Supplier;
3. Customer has engaged another company or individual to repair the defect;
4. Customer has not informed Supplier of the defect within 5 Business Days of becoming aware of the defect or (where the defect was not apparent on reasonable inspection) within the period specified in the contract.


5. Limitation of liability for damages and claims
5.1 Supplier’s liability is unlimited if death or personal injury is caused by its negligence, or the negligence of its employees or agents.
5.2 Supplier’s liability for fraud or fraudulent misrepresentation shall not be limited or excluded by these Terms & Conditions; neither Supplier’s liability arising out of a breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
5.3 Any Supplier’s liability which cannot be excluded by applicable law shall not be excluded by these Terms & Conditions.
5.4 Notwithstanding anything to the contrary elsewhere, Supplier shall in no event and irrespective of the legal basis (contract, tort, (including negligence), statutory liability, misrepresentation, indemnity or any other area of law) be liable for loss of profit or revenue, loss of use or loss of production, loss of data, cost of capital, cost of substitute goods, property damage external to the contractual products and any damage, expenditure or loss arising out of such damage, any incidental or consequential damages or any of the foregoing suffered by any third party. The clause includes the liability for damages and for claims.
5.5 Subject to clause 5.1, 5.2 and 5.3 neither party shall be liable to the other for any Consequential or Indirect Loss including but not limited to interruption or loss of business, contract or revenue, loss of goodwill, loss of profit, loss of production, wasted overhead, cost of substitute equipment, downtime costs or other special, punitive or other forms of indirect losses arising out of or in connection with the performance or non-performance of the Contract, in contract, tort (including negligence), breach of statutory duty or otherwise at law.
5.6 Supplier shall not be liable for any costs or losses sustained or incurred by Customer arising directly or indirectly from Customer’s failure or delay to perform any of its obligations as set out under clause 2 and defined as “Customer Default” under clause 2.7 herein.
5.7 Notwithstanding any other provisions of the Contract, the liability of the Supplier under, pursuant to or in connection with the Contract shall be limited as specified in the Contract in respect of and all Claims arising under or in connection with the Contract, of whatsoever nature and howsoever arising.
5.8 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
5.9 The parties agree on an exclusion of all liability for financial loss in favor of the Supplier in the event of a refusal to perform.
5.10 All exclusions and limitations of liability shall survive the expiry or termination of the Contract but only in respect of liabilities which arise as a result of incidents which occurred prior to the effective date of termination.
5.11 Furthermore, but without prejudice to any further limitation of liability stipulated elsewhere in this contract, Supplier‘s overall liability arising out of or related to this contract, irrespective of its legal basis, shall in the aggregate be limited to an amount to an amount as set out in the Contract.
5.12 The limitations of liability set forth in this clause shall also apply for the benefit of Supplier‘s employees, directors, subcontractors, agents and advisors.


6. Mutual hold harmless
6.1 For the purpose of the contract, each party shall, regardless of cause (including negligence of any kind) or default on any part, be solely responsible for and shall defend, protect, indemnify and hold harmless the other party, the other party’s affiliates, subcontractors and their respective personnel from and against any loss, claim, liability, demand, damages, expenses and costs (including legal expenses) whatsoever in respect of: loss of property (loss of or damage to any facilities, tools, equipment and/or personal belongings owned, chartered, hired or leased); personal injury: injury or harm to, disease suffered by or death of any personnel of; subcontractors and/ or personnel of; pollution; its own consequential or economic loss whether considered direct or indirect of any kind or character together with damages including: loss of profits, loss of revenues, loss of production, loss of anticipated savings, loss of business or business interruption or loss of product regardless of foreseeability at the time of entering into the Contract incurred or suffered by the indemnifying party, the indemnifying party’s affiliates, their respective subcontractors, and/or their respective personnel.
6.2 Subject to the provisions of clause 6.1, Supplier shall defend, indemnify and hold harmless Customer from and against all Claims arising from, relating to or in connection with the failure by Supplier to observe the provisions of this clause.


7. Force majeure
7.1 Neither the Customer nor Supplier shall be liable for any loss or damage or total or partial failure to perform the Contract (other than a failure to perform an obligation to pay money) caused wholly or partly by any circumstance or matter beyond the reasonable control of the relevant party, as the case may be, including (without limiting the generality of the foregoing) acts of God, acts of governmental authorities, fires, strikes, floods, epidemics, quarantine restrictions, wars, insurrections, riots, violent demonstrations, criminal offences, acts and omissions of civil or military authority or of usurped power, requisition or hire by any governmental or other competent authority, embargoes (herein referred to as “Force Majeure Event”).
7.2 Where a party seeks to rely upon a Force Majeure Event as described in clause 7.1 it will advise the other party of the Force Majeure Event at the earliest opportunity and also advise that party of the likely duration of such Force Majeure situation.
7.3 Each Party shall have the option to terminate the Contract on giving fourteen (14) Business Days notice in the event that a Party is unable to fulfill its obligations in terms of the Contract for a continuous duration of six (6) months by reason of a Force Majeure event that so prevents a Party fulfilling such obligations.


8. Insurance
8.1 Supplier shall effect and maintain in full force and effect throughout the duration of the Contract and any extensions thereto such policies of insurance in terms of coverage and limits with reputable insurers reasonably acceptable to Customer as set out below.
8.2 The Supplier shall obtain and maintain, as a minimum and where relevant, the insurances set out below:
Employer's Liability Insurance to cover personnel up to the statutory minimum (and, where applicable, Offshore Employers Liability Insurance to cover personnel offshore up to the statutory minimum);
Public Indemnity Insurance with coverage as specified in the Contract;
Any other insurances which Supplier is obliged to carry under applicable laws; and any additional insurance, which is to be provided at Customer’s expense, which the Parties agree is required to protect the Customer’s interest, and which the Customer approves in writing being obtained by Supplier.
In case Supplier employs a Supplier Vessel, owned or chartered, Supplier shall effect and maintain in full force and effect throughout the duration of the Contract and any extensions thereto a Protection and Indemnity Insurance and Hull and Machinery Insurance on each Supplier Vessel) with sound and reputable insurance companies underwriters or associations.
8.3 The requirements regarding insurance contained in this clause shall be without prejudice to and shall not reduce or affect Supplier’s indemnities nor limit Supplier’s liabilities under the Contract. The insurance amounts set out above and in the Contract are minimum requirements, and they are not to be construed as Customer’s consent to accept financial liability in excess of the amounts set forth except as otherwise agreed in the Contract.
8.4 Prior to commencement of the Services, Supplier shall on request furnish Customer with certificates of insurance and thereafter, renewals thereof, as soon practicable. The Supplier shall notify the Customer immediately of any material change to or cancellation or threatened cancellation of any such insurances.
8.5 Should Supplier fail or refuse to obtain or maintain any insurance required by this clause, or fail to provide Customer with certificates or have any insurance cover cancelled and fail to obtain alternative insurance (in which case Supplier must notify Customer immediately), Customer shall have the right to procure such insurances itself on Supplier’s cost.


9. Termination
9.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so; or
2. an order is made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either Party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver, administrator or similar officer is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors;
3. there is a delay of more than 5 days in the commencement of the delivery of Services where this delay arises due to the actions or inactions of Customer.
9.2 Without limiting its other rights or remedies, Supplier may suspend provision of the Services under the Contract or any other contract between Customer and Supplier if Customer becomes subject to any of the events listed in clause 9.1or Supplier reasonably believes that Customer is about to become subject to any of them.
9.3 On termination of the Contract for any reason:
1. Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Supplier shall submit an invoice, which shall be payable by Customer immediately on receipt;
2. Customer shall immediately pay to Supplier all reasonable costs and expenses incurred by Supplier as a consequence of such termination;
3. Customer shall return all of the Supplier Materials to Supplier. If Customer fails to do so, then Supplier may enter Customer's premises and take possession of them. Until they have been returned, Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
9.4 The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.5 Clauses which expressly or by implication survive termination shall continue in full force and effect.


10. Confidentiality
A party (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, reports or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (the “Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract.


11. Intellectual Property Rights
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Supplier.
11.2 Customer acknowledges that, in respect of any third party Intellectual Property Rights, Customer's use of any such Intellectual Property Rights is conditional on Supplier obtaining a written licence from the relevant licensor on such terms as will entitle Supplier to license such rights to Customer.
11.3 All Supplier Materials are the exclusive property of Supplier.


12. Anti-Bribery / Corruption
12.1 Supplier represents and warrants that Supplier has not Bribed at any time in connection with obtaining the Contract and shall not Bribe in connection with the Contract or its performance.
12.2 Supplier shall if so requested by Customer in writing promptly provide any information which Customer may reasonably require in order to monitor its compliance with this clause. In particular and without limitation, a director or other duly authorised representative of Supplier with direct responsibility for the Contract shall certify in writing to Customer its full compliance with this clause.
12.3 The Supplier shall lawful notify the Customer immediately in writing upon becoming aware of, or suspecting any failure to comply with any provisions of this clause and any extortive solicitation, demand or other request for anything of value, by or on behalf of any person relating to the Contract or its subject matter.
12.4 Any failure by Supplier to comply with any provision of this clause shall constitute a material breach of the Contract.


13. Trade Compliance
13.1 The Parties warrant compliance with Global Trade Laws in all respects related directly or indirectly to the performance of the Contract and undertake that they will not, through any act or omission place the other Party in violation of Global Trade Laws and all other rules and regulations including those of the territories where goods and/or the Services are to be delivered.
13.2 For the avoidance of doubt, and without prejudice to any claim or claim by the Parties for damages and any other clauses of the Contract, the Parties accept the requirements of this clause as a condition of the Contract, the breach and/or potential breach of which entitles the other Party at its absolute discretion to immediately terminate the Contract.
13.3 Without prejudice to any other clause of the Contract, the Parties shall indemnify and hold harmless the other Party and any of Party’s Affiliates against all Claims and in respect of all loss suffered by them as a result of or relating to violations of this clause including any penalties or costs associated with government investigations or enforcement actions under Global Trade Laws.
13.4 The Parties represent and warrant that they, their affiliates, and their directors, officers, key employees or agents are not Sanctioned Persons.
13.5 The Parties agree that they shall notify the other Party before concluding any contracts with third parties relating to and impacting on the performance of the Contract. The Parties shall provide such information as is reasonably necessary for the other Party to check if concluding the contract with the third party might violate Global Trade Laws. The Parties agree to cooperate with each other and to use best efforts to respond to the other Party’s requests for information to ensure compliance with Global Trade Laws.


14. General Provisions
14.1 Assignment and other dealings: The Parties shall not, without the prior written consent of the other Party, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of their rights or obligations under the Contract.
14.2 Notices: Any notice or other communication given to a Party under or in connection with the Contract shall be by e-mail. A notice or other communication shall be deemed to have been received one Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.3 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, or in breach of the relevant sanctions, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
If any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.4 Waiver: A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
14.6 Third parties: A person who is not a party to the Contract shall not have any rights to enforce its terms against any of the Parties in accordance with the Contracts (Rights of Third Parties) Act 1999.
14.6 Variation: Except as set out in these Terms & Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Parties.
14.7 Entire Agreement: These Terms & Conditions together with the Contract constitute the entire agreement and understanding of the Parties. It supersedes any previous agreement, understanding, discussion or exchange between the Parties (or their representatives) relating to the Service which now forms the subject matter of the Contract.
Both Parties agree and represent to each other that neither Party is entering into the Contract as a result of, or in reliance on, any warranty, representation, statement, agreement or undertaking of any kind whatsoever (whether in writing or oral and whether made negligently or innocently) made by any person other than as expressly set out in the Contract as a warranty and identified as such in the Contract as a warranty.
For the avoidance of doubt it is intended and agreed that any liability which might otherwise have arisen in tort for negligent misrepresentation or for negligent or innocent misrepresentation whether at common law or under statue is excluded and any remedy that might otherwise have so arisen is rejected.
Nothing in this Clause shall limit or exclude any liability for fraud.
14.8 Governing Law and Jurisdiction: The Contract shall be governed by and construed in accordance with the laws of England.
The Contract and any contractual or non-contractual rights or obligations arising out of or in connection with it or its subject matter shall be subject to the exclusive jurisdiction of the courts of the country in which Supplier has its principal business place.
Each Party agrees to accept service of process in connection with the Contract at Supplier's address notified in the Contract.

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Annex

Definition of legal terms used

In these Terms and Conditions for the Provision of Maritime Support Services, the following definitions apply:
Bribe: anything that would amount to an offence of bribery or corruption under Applicable Corruption law (including anything which would be an offence under the bribery Act 2010 if the person concerned were subject to the jurisdiction of the UK courts under such Act; and “Bribes”, Bribed”, “Bribery” and other variants of “Bribe” shall be construed accordingly.
Business Day: a day when banks in the country of origin of the Supplier are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 3.
Claims: any and all claims, demands, judgments, liabilities, damages, costs (including legal costs), losses, penalties, expenses and causes of action of whatever nature.
Consequential Loss:
1. consequential or indirect loss under English law; and
2. loss and / or deferral of services, loss of product, loss of use, loss of opportunity, loss of revenue, profit or anticipated profit (if any) in each case whether direct or indirect, and whether or not foreseeable at the date of the contract
Contract: the contract between the Supplier and the Customer for the supply of Services in addition to these Terms and Conditions, including any Customer's purchase order form and any Customer's written acceptance of a quotation by the Supplier.
Co-Venturers: any other entity with whom the Customer or the Supplier, as the case may be, is or may be from time to time a party to a joint operating agreement, production sharing agreement or similar agreement relating to the Contract and operations in respect of which the Services is being provided.
Customer: the company who purchases Services from the Supplier including its Co-Venturers, its and their Affiliates, its sub-contractors and its and their respective directors, invitees, officers and employees but shall not include any member of the Supplier.
Global Trade Laws: the U.S. Export Administration Regulations; the U.S. International Traffic in Arms Regulations; the economic sanctions rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) as well as any relevant Executive Orders; the economic sanctions rules and regulations administered by the United Kingdom’s European Union (“E.U.”) Council Regulations on export controls, including Nos. 428/2009, 267/2012; other E.U. Council sanctions regulations, as implemented in E.U. Member States; United Nations sanctions policies; all relevant regulations made under any of the foregoing; and other applicable economic sanctions or export and import control laws.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Sanctioned Person: at any time:
1. any person or entity included on: OFAC’s Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, or the Foreign Sanctions Evaders List; the E.U.’s Consolidated List of Sanctions Targets; or any similar list;
2. any person resident in, or entity organized under the laws of, an Embargoed Country; or
3. any person or entity majority-owned or controlled or acting on behalf of any of the foregoing.
(The) Services: the services supplied by the Supplier to the Customer as set out in the Contract.
Supplier: the company named in the Contract who provides Services to the Customer including its Co-Venturers, its and their Affiliates, its and their respective directors, invitees, officers and employees but shall not include any member of the Customer.
Supplier Materials: all materials, equipment, assets, documents and other property of the Supplier.
Supplier Vessel: a vessel either owned or chartered by the Supplier and used in connection with the Services under the Contract.
Premises: as set out in the Contract.
Vessel: the vessel or object of performance provided by the Customer and as set out in the Contract.


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[1] Supplier guarantees to be available to carry out the service even if vessel is calling port up to 2 days ahead or after ETA requested/ agreed in contract.
[2] Supplier guarantees to have sufficient personnel/ capacity to carry out requested service within port stay even if port stay is shorter than predicted or if circumstances are worse than anticipated (technical difficulties for e.g.). If under these conditions Supplier deploys more workforce than quoted for in order to carry out the service within port stay Supplier shall be entitled to extra charges, provided Customer’s written approval (any form is permissible) has been requested and given before deployment of additional workforce.