STANDARD TERMS AND CONDITIONS
A. “Repairer-Supplier” means TUBAL-CAIN GAS FREE SERVICES, INC.; or TUBAL-CAIN MARINE SERVICES, INC.; or TUBAL-CAIN MARINE SERVICES-DEVALL FLEET, INC.
B. “Customer” means the owner and/or operator and/or charterer and/or master and/or representative requesting Repairer-Supplier to provide services and/or provide supplies to a Vessel.
C. “Shipyard” means the premises and entire area including the docks, dry dock, and facilities of the Repairer-Supplier.
D. “Contract” means the agreement between the Repairer-Supplier and the Customer for work to be carried out/supplies to be furnished by the Repairer-Supplier to the Vessel.
E. “Vessel” means any vessel, ship, tug boat, barge, and/or any other watercraft and/or structure.
F. “Work Order” means work order, purchase order, quotation, invoice, and/or any other communication, including, but not limited to, written, e-mail, and/or oral, which identifies requests for work, supplies and/or services; and/or identifies work, supplies and/or services to be provided to the Vessel; and/or identifies work, supplies and/or services rendered to the Vessel.
A. These Standard Terms and Conditions apply to all agreements of the Repairer-Supplier to provide services and/or supplies to any Vessel, including but not limited to, repairs, conversions, maintenance, upgrades, spares, replacement parts, consumable supplies and generally all works and materials related to or incident thereto. These Standard Terms and Conditions form an integral part of all Contracts of the Repairer-Supplier. Agreements varying these Standard Terms and Conditions must be in writing and signed by both parties.
B. These Standard Terms and Conditions shall govern and control every order for services and/or goods placed with the Repairer-Supplier, whether oral or written, howsoever transmitted, whether by telephone, in writing, fax, e-mail, telex or cable communication, and shall be deemed thereby acknowledged and accepted by the Customer or on its behalf.
C. Price quotations and cost estimates of the Repairer-Supplier are not binding and are subject to change. They shall include only the supplies and services explicitly specified therein.
D. Contracts will be deemed binding on Repairer-Supplier once it has accepted in writing the Work Order placed with it. This shall apply mutatis mutandis to all amendments to or alterations of Contracts.
E. The Repairer-Supplier and the Customer have jointly reviewed the work to be carried out onboard the Vessel, which is as described in the Work Order. The price for same shall be as noted in the Work Order, excluding however, any additional costs and/or expenses and/or additional labor and/or materials that may be required to perform additional work over and above the scope of the work described in the Work Order, but discovered once the Repairer-Supplier commenced to execute the work. By way of example only and not by way of limitation, such additional work may include dismantling for purposes of making areas accessible where work is to be performed; cleaning and/or gas freeing; and/or disposal of waste materials in compliance with applicable laws and/or regulations. All such additional work will be charged as extra and shall be payable by the Customer, together with the price noted in the Work Order. If, in the course of performing the agreed work noted in the Work Order, the Repairer-Supplier discovers items of work that need to be carried out as they relate to the seaworthiness of the subject Vessel identified in the Work Order, the Repairer-Supplier shall bring it to the attention of the Customers promptly and request them to agree to an amendment of the Work Order to expand the scope of the work and price increase accordingly. In such event, the Customers will be bound to accept the amendment to the Work Order accordingly within 48 hours of the notice, failing which, the Repairer-Supplier will not be required to perform such additional work, and the Repairer-Supplier will be entitled to perform only the work as described in the Work Order.
F. The person agreeing to the Work Order and/or signing the Work Order, warrants to the Repairer-Supplier it is authorized to accept the Work Order for and on behalf of the Customer whose name appears on the Work Order.
G. The Repairer-Supplier will not be responsible for any back charges once U.S.C.G. and/or Customer and/or customer representative has inspected and approved the scope of work.
A. The Customer warrants to the Repairer-Supplier that the Vessel is fully insured up to its full value by appropriate hull insurance and its owners, and/or operators, and/or managers, and/or charterers are covered by Protection and Indemnity (P&I) insurance for any liabilities that they might incur to third parties.
A. The payment amount agreed hereunder is due and owing upon completion of the work, invoicing, and notice to the Customer for the delivery of the Vessel.
5. 30 DAYS CREDIT
A. If not otherwise agreed to in the Work Order, by requesting the “30 Days Credit Option,” the Customer may make the payment agreed hereunder within thirty (30) days from the completion of the repairs and/or services and notice thereof, only by agreement of the Repairer-Supplier, and subject however, to the express condition that the Repairer-Supplier’s lien rights under the Federal Maritime Lien Act 46 U.S.C. § 31342, and the General Maritime Law of the United States, that entitle the Repairer-Supplier to rely on the credit of the Vessel, shall not in any manner be thereby affected. Failure to make payment of the Repairer-Supplier’s invoice within the agreed thirty (30) day period will entitle the Repairer-Supplier to collect interest on the unpaid amount, calculated at the rate of .5% monthly, commencing from the date of the invoice until same is paid in full.
6. NOT REPAIRABLE
A. The Repairer-Supplier will exercise its best endeavors to complete the work described in the Work Order in a workmanlike manner, but will not be responsible to perform work which, in the course of its endeavors, proves to be technically not feasible, or work for which the necessary spares and/or materials cannot be promptly sourced. In such event, the Repairer-Supplier will have the sole option to either: i) decline to carry on the agreed work to full and final completion and demand payment for the value of work already completed; or ii) defer completion of the work until it is technically feasible and/or the necessary materials are available for its resumption and completion within the time frame dictated by the circumstances.
7. NO WARRANTY AS TO TIME OF COMPLETION
A. The Repairer-Supplier does not warrant the estimated time of the completion of work and will not be liable for any damages, direct or consequential, for any delay whatsoever, however caused. The Customer will be responsible for the prompt removal of the Vessel upon notice of completion of the agreed work.
B. The Repairer-Supplier and/or Repairer-Supplier personnel are not allowed to enter any ballast tanks and/or cargo tanks, or other enclosed spaces without a proper marine chemist certificate. Downtime caused by any third-parties, and/or any other outside factors that might increase the estimated time of the completion of the work may result in additional charges.
8. LAW AND JURISDICTION
A. This agreement shall be governed and construed in accordance with the laws of the United States of America governing maritime claims, and the Repairer-Supplier shall have a maritime lien on the Vessel identified in the Work Order for the agreed price, together with interest, costs, and attorney fees/lawyer fees, litigation and witness attendance costs and expenses, and any other legal services and litigation costs.
B. All disputes and/or claims arising out of, or in connection with this agreement, or any agreement relating hereto, shall be enforceable and subject to the exclusive jurisdiction of the Courts of the United States of America. It is expressly agreed that the Repairer-Supplier will be entitled to recover its attorney’s fees, interest and costs in any proceedings to enforce this agreement. The Repairer-Supplier shall also have the right to proceed against the Customer, any third party, and/or the Vessel in such other jurisdiction as the Repairer-Supplier, in its sole discretion, sees fit for the purpose of securing payment of any amount due to the Repairer-Supplier from the Customer. In such circumstances, the proceedings will be governed by the law (substantive and procedural) of such jurisdiction, and the Repairer-Supplier’s claims will be deemed to be maritime claims.
C. Notwithstanding anything to the contrary herein, and without prejudice to any rights or remedies otherwise available to the Repairer-Supplier, the Customer, by receiving goods, services, or repair work supplied to the Vessel, or by its accepting these Standard Terms and Conditions, expressly authorizes Repairer-Supplier to arrest the Vessel, or attach any other Vessel owned and operated and/or managed by the Customer, in any competent jurisdiction, as security for the obligations of Customer. Any costs or expenses of whatever kind incurred by Repairer-Supplier in respect of such arrest, including but not limited to attorney fees, legal representative fees, and all legal costs whatsoever will be added to the claim for which arrest is made and will be recoverable to the Repairer-Supplier.
A. These Standard Terms and Conditions shall be valid and binding for all Work Orders, offers, quotations, prices and deliveries made by Repairer-Supplier, any associated company, representative, or agent as of February 7, 2018, or at any later date. These terms and condition may also be incorporated by reference to the website of the Repairer-Supplier at http://www.tubal-cain.com where they have been set out, without it being necessary to be duplicated in a standard form writing.