Legal / Terms & Conditions
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Table of Contents
A. Definitions
The Client
The Client, firm or person with whom the Agreement is entered into. The Client and Ocean Engineering and Logistics Ltd will be together referred to as ‘The Parties’.
The fact that the Client acts in the name of another person and/or company, does not avoid the fact that the Client is entering into the Agreement in its own name and assuming any and all of the rights and duties described in these conditions. In particular, the Client, and no one else, is responsible before Ocean Engineering and Logistics Ltd to pay the invoices issued under the Agreement.
The Agreement
The Agreement between Ocean Engineering and Logistics Ltd and The Client. The Agreement consist of all the correspondence passing between the parties, including but not limited to emails, faxes, letters, separate contracts, messages in any electronic format and these terms and conditions.
By entering into the Agreement, the Client accepts that these terms and conditions are incorporated into the Agreement and are fully enforceable between the parties.
Delegates
Employees and agents of Ocean Engineering and Logistics Ltd; any person to whom performance of work or services under The Agreement is delegated or subcontracted by Ocean Engineering and Logistics Ltd; Any such Person’s employees and/or agents.
B. Assignment
Neither party shall transfer or assign its rights or obligations under The Agreement without prior written consent of the other party. Provided that Ocean Engineering and Logistics Ltd expressly agrees that the Client may transfer any of its rights under The Agreement, the Client shall procure the express acceptance in writing by the assignee of the terms, conditions, exceptions and exemptions of The Agreement and, in particular, of this terms and conditions. Even in the event of an assignment by the Client, the payment duties under the Agreement will always remain with the Client unless expressly waived by Ocean Engineering and Logistics Ltd.
C. Subcontracting
The Client accepts that Ocean Engineering and Logistics Ltd is entitled, in its own discretion, to subcontract the manufacturing and/or provision of any of the services and/or goods part of the Agreement.
D. Payment
The Client agrees to pay for the price reflected in the quotation sent by Ocean Engineering and Logistics Ltd as soon as the services have been provided and/or delivery has taken place and in any event no later than the due date as agreed during the order confirmation. Should the Client request any further services and/or goods not reflected in the quotation, the Client agrees to pay the price charged by Ocean Engineering and Logistics Ltd. The Client further agrees to pay for all costs incurred by Ocean Engineering and Logistics Ltd in performing the services and/or delivering the goods requested.
Delivery takes places three weeks after Ocean Engineering and Logistics notifies the Client that the goods are at its disposal ready to be collected, or at the time the Client decides to physically takes possession of the goods, whichever occurs earlier.
The payment of the price agreed as per above must be received by Ocean Engineering and Logistics Ltd in full and clear of any deductions, whether taxes, levies or fees of any kind.
The Client absolutely waives any right to withhold or compensate the payment to Ocean Engineering and Logistics Ltd. In case of a dispute, the Client agrees first to pay all the invoices of Ocean Engineering and Logistics Ltd and then discuss any alleged issue with them.
Unless Ocean Engineering and Logistics Ltd expressly agrees otherwise, payment of an invoice shall be made in full no later than the due date as agreed during the order confirmation.
Any payments overdue shall bear compound interest from the due date until payment at a rate of 1 per cent per week.
When any payment or any agreed instalment to Ocean Engineering and Logistics Ltd becomes unpaid and/or overdue by more than fifteen days, the Client will not be able to rely on any instalments previously agreed and all sums will become automatically due and owing. If the Client breaches any part of the Agreement or of the payment terms agreed, it will not be able to rely on any of them. The Client complying with the Agreement and with the payment terms in full is a condition precedent for the Client to rely on any other terms of the Agreement or the payment terms. Further to this, Ocean Engineering and Logistics Ltd shall without prejudice to any of its other rights, be entitled to terminate the Agreement with The Client whereupon payment will become due for the value of work done up to the date of termination.
E. Liability and Indemnity
Ocean Engineering and Logistics Ltd shall perform The Agreement with all proper skills and in accordance with first-class industry standards of the geographical area where the services are performed.
If any work or services under The Agreement are negligently performed or not performed, as decided by a full and final and not appealable Award in accordance with Clause J below, then, so far as may be reasonably practicable, Ocean Engineering and Logistics Ltd at its own expense will make such work and/or services to be correctly carried out in the premises of its choice at its own cost if that is the remedy awarded by the Arbitration Tribunal in the full and final and not appealable Award.
The Client waives any right to sue any Delegate for any loss or damage of any nature whatsoever suffered by it arising out of or in connection with the Agreement. The Client’s sole remedy shall be against Ocean Engineering and Logistics Ltd under this Clause E and under the jurisdiction Clause J.
The total liability of Ocean Engineering and Logistics Ltd to the Client or any third party for breach of The Agreement shall not exceed an amount equal to the total fees paid by or invoiced to the Client by Ocean Engineering and Logistics Ltd, whichever is the lowest.
If Ocean Engineering and Logistics Ltd or any Delegate does incur third party liability of any nature whatsoever arising out of or connected with performance of The Agreement then, subject to the content of this clause, the Client shall indemnify Ocean Engineering and Logistics Ltd, or such Delegate, against such third party liability and costs and expenses relating thereto, and this indemnity shall apply even if the third party claim was based on negligence. Further to the extent that Ocean Engineering and Logistics Ltd may have indemnified any Delegate against such third-party liability, costs or expenses – which Ocean Engineering and Logistics Ltd at its sole discretion shall be entitled to do – then the Client shall thereupon be liable to indemnify Ocean Engineering and Logistics Ltd accordingly.
In entering into the Agreement, the Client does so in its own name and responsibility and not as an agent or representative of any company or person.
Neither party shall be liable to the other for indirect or consequential damages resulting from or arising out of the Agreement including but not limited to loss of use of property, loss of profits, loss of product or loss of business.
Ocean Engineering and Logistics Ltd agrees to apply its best endeavours on behalf of those for whom a survey is made but it is distinctly understood and agreed upon that this survey is made with the understanding that Ocean Engineering and Logistics Ltd will have no liability for any error or omissions, whether due to negligence or otherwise, in excess to the actual charge made for the survey in question and all persons interested in or to be affected hereby accept this report on that basis.
The Client is under a strict duty to notify that the vessel subject of the services provided by Ocean Engineering and Logistics Ltd is in the process of being sold. In particular, the Client must notify that the sale may take place two months before the sale materialises. Failure to comply with this clause makes the Client fully liable to pay for the services it contracted for despite the change of ownership, registration, name, administration and/or management of the vessel.
F. Confidentiality
The Client undertakes to keep confidential any information it receives from Ocean Engineering and Logistics Ltd. All such information is considered to be confidential information and the Client agrees not to disclose the same either wholly or in part to any third party (including subsidiary companies, holding companies or associate companies) without Ocean Engineering and Logistics Ltd’s prior written consent, such undertaking to continue notwithstanding the expiry or termination of the Agreement for so long as the information in question has not:
- Become part of the public knowledge or literature without default on the part of the Client or
- Been disclosed to the Client by the third party (other than one disclosing on behalf of Ocean Engineering and Logistics Ltd) whose possession of such information is lawful and who is under no secrecy obligation with respect to the same.
- or for a period of 10 years from the date that the Agreement terminates, whichever is the sooner.
The Client is permitted to disclose confidential information, which is any and all information it receives from Ocean Engineering and Logistics Ltd, if required to do so by any competent Judge, Court or Governmental Authority. In such a case, the Client is under a duty to provide all information related to it to Ocean Engineering and Logistics Ltd.
G. Force Majeure
Neither party to The Agreement shall be in breach of any obligation hereunder (other than the obligations of the Client to make payment of any monies due to Ocean Engineering and Logistics Ltd, a duty which is absolute and not subject to any exception, being force majeure or otherwise) insofar as performance thereof has been delayed, hindered, interfered with or prevented by any circumstances beyond its reasonable control.
H. Safety
It is the policy of Ocean Engineering and Logistics Ltd to conduct its activities in such a way as to take foremost account of the health and safety of its employees and of other persons and to give proper regard to the conservation of the environment. In implementing this policy Ocean Engineering and Logistics Ltd not only complies with the requirements of the relevant legislation but promotes in an appropriate manner, measures for the protection of Health, Safety and Environment for all who may be affected directly or indirectly by its activities. If, in the execution of its services, Ocean Engineering and Logistics Ltd believes that the health and safety of its employees is placed at unacceptable risk due to circumstances outside its control, Ocean Engineering and Logistics Ltd reserves the right to withdraw its services until the circumstances giving rise to this withdrawal are removed. Notwithstanding this right, Ocean Engineering and Logistics Ltd is entitled to payment of all the invoices issued and of all costs incurred up until the moment it withdraws the services.
I. Himalaya
It is hereby expressly agreed that no employee or agent of Ocean Engineering and Logistics Ltd (including every sub-contractor from time to time employed by Ocean Engineering and Logistics Ltd) shall in any circumstances whatsoever be under any liability whatsoever to the Clients for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this clause, every exemption from liability, defence or immunity of whatsoever nature applicable to Ocean Engineering and Logistics Ltd or to which Ocean Engineering and Logistics Ltd is entitled hereunder shall also be available and shall extend to protect every such employee or agent of Ocean Engineering and Logistics Ltd acting as aforesaid and for the purpose of all the foregoing provisions of this clause Ocean Engineering and Logistics Ltd is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be its servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this agreement.
J. Applicable Law
The Agreement of the parties is subject to the laws of England and Wales. Any dispute arising out of or in connection with the Agreement or with this Terms and Conditions will be exclusively resolved by way of arbitration under current LMAA Terms. The Seat of the arbitration will be London and the language of the arbitration will be English. Should the dispute be below 100,000USD (one hundred thousand) United States of America dollars, the parties agree to apply the LMAA small claim terms to resolve the dispute.
Ocean Engineering and Logistics Ltd
2021
