February 2017 version
1.0 GENERAL CONDITIONS
1.1 An order for assistance by personnel from Nordan Marine A/S referred to as Nordan, regardless of the form in which the order is given, presupposes the acceptance by the Buyer of these “General Conditions” from Nordan. They are valid until otherwise notified to the buyer by Nordan. Nordan does not recognize as binding any of the Buyer's deviating terms and conditions, even if Nordan has not explicitly contradicted them.
1.2 The price list for work and other special terms will be enclosed and form an integral part of the »Terms and Conditions«.
2.0 WORKING HOURS - TIME SHEETS
2.1 A normal working week comprises 5 working days and 2 weekends days. A normal working day comprises 8 working hours. Hours outside the 8 working hours will be considered as overtime hours.
2.2 All working hours on the weekend days and Nordan personnel’s national holidays will be considered as overtime hours.
2.3 The Buyer or his authorized representative is requested to follow the progress of work closely.
2.4 Time sheets, showing the time the Nordan personnel has carried out work for the Buyer, shall be filled in daily and shall be counter signed by the Buyer. If the representative of the Buyer does not countersign the time sheets or if such representative does not approve of the time sheets that have to be filled in by the Nordan personnel, the representative of the Buyer or the Buyer himself must immediately inform the Nordan company responsible for the job by e-mail or by telefax of the reason for the refusal to approve the time sheets. If a time sheet has been countersigned in accordance with this article or if the Buyer has not given due notice to Nordan in accordance with this article regarding unapproved time sheets, then any and all objections to invoices based upon time debited to the Buyer will be null and void.
2.5 The effective working time is defined as the time from the commencement of work by our personnel until it leaves the job, less the time spent on meal breaks.
2.6 In case our personnel is not staying on board a ship, the working time starts at the time our personnel leaves the living quarters and ends at its return. The transport time between the living quarters and the work site will be invoiced as travelling time.
2.7 While working outside the DK or staying on board a ship minimum 12 hours working day will be invoiced.
3.0 WAITING TIME
3.1 Waiting time caused by lack of work or reduced number of working hours due to circumstances beyond the control of our personnel will be invoiced at the rate valid for normal working hours. However, our personnel is prepared to undertake other kinds of jobs than originally intended in order to avoid waiting time.
3.2 In cases where our personnel has to wait for a vessel, waiting time will be charged daily between 8 a.m. to 8 p.m.
3.3 Max. 12 hours of waiting time will be charged per day each man.
4.0 TRAVELLING & TRANSPORT EXPENSES
4.1 Travelling and transport expenses will be invoiced at cost plus 15% overhead charges.
4.2 Travelling time will be invoiced at normal working hour's rate with max. 12 hours a day
5.0 HOTEL COSTS AND ALLOWANCES
5.1 Hotel and allowances will be invoiced at cost plus 15% overhead charges.
5.2 Accommodation is to be of a reasonable standard.
5.3 Other cost necessary for the assistance, such as telephone calls, telefaxes, internet usage, etc. will be invoiced at cost plus 15% overhead charges.
6.0 CONDITIONS WHEN STAYING ON BOARD A SHIP
6.1 Accommodation is to be of officer’s standard, with toilet and shower with hot and cold water. Minimum three (3) meals have to be served daily.
6.2 Access to laundry is to be available.
6.3 If possible, a separate mess (duty mess) with access to a refrigerator should be available.
6.4 Facilities should be given to our personnel for buying beverages and other daily needs.
6.5 Other cost necessary for the assistance, such as telephone calls, Telefaxes, telexes, telegram, etc. will be invoiced at cost plus 15 % overhead charges.
7.1 The invoices for the assistance will be forwarded as soon as possible after completion of our assistance and shall be paid by the Buyer upon receipt of invoice. Payment terms are Net 30 days unless otherwise agreed.
7.2 If payment is not made on the due date, interest in the amount of 8 % per annum is charged from the due date until payment is affected.
7.3 For work done on any vessel, unless explicitly agreed to by Nordan, nothing herein shall be construed as a waiver of our lien rights.
8.0 LICENCES AND CERTIFICATES
8.1 It is the sole responsibility of the Buyer to advise and where necessary to obtain permission, permit licenses or certificates from the appropriate authorities or classification societies in respect of work to be carried out by Nordan.
9.1 Nordan will, if requested to do so, supply tools and equipment according to separate agreement.
9.2 Rental of tools supplied will be charged from the day the tools leave our company until they are received back in our company.
9.3 The tools belonging to our service personnel should be packed after use in the tool box(es) under the supervision of the Buyer’s representative. Any shortages should be noted and the tool box(es) then locked.
9.4 The Buyer shall arrange transport of the tool box(es) to the point of origin at the earliest opportunity by sea, road or rail at the Buyer’s expense. Insurance against loss or damage shall be arranged by the Buyer.
9.5 Within 30 days from termination of the work the Buyer shall notify Nordan from where the tool box(es) have sent and by which means. If Nordan has not received such a message within 30 days, an invoice covering the tools will be issued. Should the tools later be received undamaged and complete without shortages, a corresponding credit note will be issued. Damaged or missing tools will be charged to the Buyer. The tools must be received at the latest 90 days after termination of the work. If not received within this time, the tools will considered as lost and will be charged to the Buyer.
9.6 Upon request Nordan will supply industrial gases at the Buyer’s expenses. If the Buyer does not specifically request Nordan to supply such gases, the Buyer will be expected to supply it.
9.7 Provide no other arrangements have been made, the following supplies and services are not included in our assistance, but shall be at the disposal of our personnel:
- Assistance for transport of material to and from work site.
- Availability off necessary scaffolding.
- Over head cranes, blocks, fall wires and shackles.
- All special tools for the engine shall be available.
- General assistance for cleaning, etc.
- Supplies of electricity, compressed air for working and for personnel
protection equipment, water and fuel as well as necessary lighting.
10.0 FORCE MAJEURE AND DELAYS
10.1 In case Nordan is hindered by an event of force majeure from carrying out the agreed work within the agreed time, Nordan shall be allowed the extra time that may be necessary from the time when the event of force majeure ends. Nordan shall not be liable for any loss, damage, or delay caused by an event of force majeure.
10.2 A matter of force majeure shall include, but not be limited to, acts of God, strikes, lock-outs, general disturbance, major traffic disturbance in international transport, bad weather conditions, and other circumstances beyond the control of the parties.
10.3 If Nordan is delayed in the work by reasons that are caused solely or partly by the Buyer or any of his representatives, employees, officers, or agents, Nordan shall not only be allowed the extra time that is necessary, but shall also be allowed compensation for the extra costs that may have been inflicted on Nordan by such delay.
11.1 Nordan agreements for furnishing repairs, equipment, tools, parts and services are entered into solely on the basis of the limited liabilities set forth herein. Different or more extensive liabilities including, but not limited to, the right to cancel the contract will only be accepted if an agreement in writing stating the nature and extent thereof is entered into before commencement of our work, and if the price is adjusted to include the costs of appropriate additional insurance or additional exposure.
11.2 Nordan shall not be liable with respect to any one vessel or any one contract, directly or indirectly, in contract, tort or otherwise, to Buyer, owners, charters, prime contractor (if we are a subcontractor), underwriters or other party in interest, for any damage to the vessel or facility or any appurtenances of either unless such damage is caused solely by gross negligence or wilful misconduct of Nordan personnel. In no event shall Nordan’s aggregate liability arising out of any contract exceed the sum of US $ 500.000 or the equivalent in local currency (better: the contract sum). Buyer agrees to indemnify Nordan with respect to all liabilities in excess of this amount.
11.3 In no event shall Nordan be liable for any consequential damage, including, but not limited to, faulty or negligent design or manufacture, delay, loss of revenue, detention, demurrage, tug expense, pilotage, crew wages, salvage or loss of use.
11.4 Nordan shall be discharged from all liability for defective workmanship or material and for all loss or damage once the work has been accepted by the representative of the classification society or by the Buyer. In no event shall Nordan be liable unless the defective workmanship or material is discovered prior to a claim made in writing to Nordan within thirty (30) days after the work has ceased for whatever reason, or has been completed, or the vessel has been redelivered, whichever first occurs.
11.5 Nordan shall use its best efforts to pass on to Buyer all manufacturers’ warranties for machinery and equipment purchased by Nordan for the work. In no event shall Nordan warranties/liabilities for machinery and equipment purchased by longer and more comprehensive than manufacturers’ warranties.
11.6 The Buyer shall pay compensation and indemnify Nordan in case of property damage or injury or death of personnel employed by Nordan or any third party, when and to the extent that such injury or death is caused by negligence, direct or indirect, on the Buyer’s part. Such negligence may be constituted by lack of necessary instructions concerning the work to be carried out by Nordan personnel.
11.7 Where the Buyer establishes or is covered by a Builder’s Risk insurance, ship repairer’s legal liability insurance or other general liability insurance, it is agreed that SSM and its work shall be covered by such an insurance, and that subrogation against Nordan shall be waived.
11.8 Where Nordan only commissions the equipment and has not carried out the installation/repair, Nordan shall incur no liability in respect of damage caused by failure in connection with such installation/repair, but shall only be liable for consequences directly related to improper starting procedure.
11.9 Nordan shall carry no responsibility for removal, disposal of, or the consequences of the presence of dangerous, poisonous or otherwise polluting materials.
12.0 LIABILITY FOR DAMAGE CAUSED BY THE PLANT
12.1 Nordan shall be liable for personal injury only if it is proved that such injury was caused by gross negligence or wilful misconduct on the part of Nordan or others for whom Nordan is responsible. Nordan shall not be liable for damage to property occurring whilst the plant is in the possession of the Buyer. Nor shall Nordan be liable for damage to products manufactured by the Buyer, or for damage to the products or services of which the Buyer’s products form a part.
12.2 Nordan shall under no circumstances be liable for loss of production, loss of profit or any other consequential damage and indirect loss. To the extent that Nordan might incur product liability towards any third party, the Buyer shall indemnify Nordan as far as Nordan liability has been limited by the foregoing clause 12.1.The above limitations in the Nordan liability shall not apply where Nordan has been guilty of gross or wilful misconduct.
12.3 If a claim for damage as described in this clause is lodged by a third party against one of the parties, the latter party shall forthwith inform the party thereof in writing. Nordan and the Buyer shall be mutually obliged to let themselves be summoned to the court, or arbitral tribunal examining claims for damages lodged against one of them, on the basis of damage allegedly caused by the plant.
13.0 EXCLUSION OF OTHER WARRANTIES
13.1 Other than the liabilities and warranties explicitly agreed to herein by Nordan, there are no other warranties given by Nordan, either expressed or implied. Specifically excluded are all warranties of merchantability, fitness for a particular purpose, and workmanlike service.
14.0 REPAIR OF DEFECTIVE WORKMANSHIP OR MATERIAL
14.1 Nordan’ liability for defective workmanship or materials shall be limited to procuring and supplying replacement materials free of charge.
14.2 Should Nordan make available personnel for dismantling/ assembly or repair work in accordance with liability obligations for plants delivered by Nordan, only the labor cost for the work will be covered by Nordan. Payment for travelling time, waiting time, travelling expenses, hotel and meal expenses (daily allowance) will be for the account of the Buyer and will be invoiced accordingly.
15.1 At the conclusion of the work agreed, our personnel may be used for other assignments. The nature of these assignments is to be stated on the time sheet, and the work is to be performed under the supervision of the Buyer’s representative. If the Buyer wishes to retain one or more of our personnel, for longer than the period agreed in advance, Nordan shall be informed of this fact by the Buyer.
15.2 Payment for beverages etc. bought on board a ship should as far as possible be settled with our service personnel before it leaves the ship.
16.0 VENUE AND LAW APPLICABLE
16.1 Swiss law shall apply exclusive of the law on the conflict of laws.
The Parties shall endeavour to amicably settle any dispute arising out of or in connection with these Terms and Conditions or any order of or agreement with the Buyer, including any question regarding their existence, validity or termination and including their performance and any arrangements relating thereto (except as expressly otherwise agreed for such arrangements). In their attempt to settle any dispute amicably the Parties shall contemplate, but not be obliged, to seek settlement by mediation under rules to be agreed upon. An attempt to arrive at a settlement shall be deemed to have failed as soon as one of the Parties so notifies the other.
If an attempt at settlement has failed, the dispute shall be exclusively and finally settled under the Rules of Arbitration of the International Chamber of Commerce in Paris ("Rules") by three arbitrators appointed in accordance with the Rules.
The seat of the arbitration shall be Zurich, Switzerland. The procedural law of this place shall apply where the Rules are silent.
The language to be used in the arbitration proceedings shall be English.
Nordan shall have the right to bring a claim before a court at the Buyer’s principal place of business or before any other court being competent according to any national or international law.
16.2 Any dispute regarding an agreement, order or an invoice shall not be any excuse for, nor provide any right for the Buyer not to pay an invoice on or before its due date, nor for withholding payment wholly or party thereof.
The service rendered / parts delivered shall remain the property of Nordan until paid for in full to the extent that such retention of property is permitted by the applicable law.