Marco Marine Terms
1.1 An order for assistance by service personnel from Marco Marine hereinafter referred to the form in which the order is given, presupposes the acceptance by the Buyer of these "Terms and Conditions" from us. They are valid until otherwise notified to the Buyer by us.
1.2 Price list in case work is carried out according to invoice and other special terms will be enclosed and form an integral part of "Terms and Conditions".
2.1 A normal working week comprises 7 working days. A normal working day comprises 11 working hours. For additional hours, an overtime rate will be charged.
2.2 The Buyer or his authorized representative is requested to follow the progress of work closely.
2.3 Time sheets, showing the time MM repair team has carried out work for the Buyer, shall be filled in daily and shall be countersigned by the chief engineer or any other authorized representative of the Buyer. If the representative of the Buyer does not countersign the time sheet, or if such representative does not approve of the time sheets that have been filled in by the MM-team, the representative of the Buyer or the Buyer himself must immediately inform the company responsible for the job by telefax or e-mail 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 relevant Marco Marine in accordance with this article regarding unapproved timesheets, then any and all objections to invoices based upon time debited to the Buyer will be null and void.
2.4 The effective working time is defined as the time from the commencement of work by our repair team until it leaves the job, less the time spent on meal breaks. Transport will be invoiced as normal hour rate.
2.5 In case our staffs not stay on board a ship the working time starts at the time our staff leaves the living quarter and ends at its return. The transportation time between the living quarter and worksite will be invoiced as travelling time.
3.1 Waiting time caused by lack of work or reduced number of working hours due to circumstances beyond the control of our team will be invoiced at the rate valid for normal working hours. However, our team is prepared to undertake other kinds of jobs than originally intended in order to avoid waiting time.
3.2 In those cases when our personnel has to wait for a vessel, waiting time will be charged daily between 8 a.m. and 8 p.m.
3.3 Waiting time will be charged max 11 hours per day.
4.1 Travelling and Transport Expenses will be invoiced as costs plus 10% overhead charges.
4.2 Travelling and waiting time will be invoiced as normal working hour rates with max. 11 hours each day.
5.1 Hotel and allowances will be invoiced as costs plus 10% overhead charges.
5.2 Free board and lodging to be of a reasonable standard.
5.3 Other costs necessary for the assistance, such as telephone calls, telegrams, etc. will be invoiced as costs plus 10% overhead charges.
6.1 Accommodations to be of a reasonable standard.
6.2 Access to bath with hot and cold water to be available.
6.3 If possible a separate mess (duty mess) with access to refrigerator should be available.
6.4 Possibilities to be given our team for buying beverages and other daily needs.
6.5 Other costs necessary for the assistance, such as telephone calls, telegrams, etc. will be invoiced as costs plus 10% overhead charges.
7.1 The invoice for the assistance will be forwarded as soon as possible after completion of our assistance and shall be paid by the Buyer within 15 days from the date of invoice. Our report will be send together with the invoice.
7.2 If payment is not made on the due date, interest is charged from due date until payment is affected.
7.3 All goods remain the property of Marco Marine A/S until fully paid.
It is the sole responsibility of the Buyer to advice and where necessary to obtain permissions, permits, licenses, or certificates from the appropriate authorities or classification societies in respect of work to be carried out by MM.
9.1 MM 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 and until it is received back in our company.
9.3 The tools belonging to our team should be packed after use in the toolboxes under the supervision of the Buyer´s representative. Any shortages should be noted, and the toolboxes then locked, the tools must be stored and kept away from dust and moisture.
9.4 The Buyer shall arrange transportation of the tool boxes to origin at the earliest opportunity by air, sea, road, or rail at the Buyer´s expense. Insurance against damage shall be arranged by the Buyer.
9.5 Within 30 days from termination of the work the Buyer shall notify MM from where the tool boxes have been sent and by which means. If MM has not received such 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 latest 30 days after termination of the work. If not received within this time the tools will be considered as lost and will be charged to the Buyer.
9.6 Upon request MM will supply industrial gases at the Buyer´s expense. If the Buyer does not specifically request MM to supply such gases, the Buyer will be expected to supply same.
9.7 Provided 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 materials to and from work site.
- Availability of necessary scaffolding.
- Overhead cranes, blocks and falls wire and shackles.
- All special tools for the engine shall be available.
- General assistance for cleaning, etc.
- Supplies of electricity.
- Compressed air for working equipment.
- Personal protection equipment.
- Safe environment.
- Water and fuel.
- Necessary lighting.
10.1 In case MM is hindered by an event of force majeure from carrying out the agreed work within the agreed time, MM shall be allowed the extra time that may be necessary from the time when the event of force majeure terminates.
10.2 A matter of force majeure shall include, but not be limited to acts of God, strikes, lock-outs, general disturbance, and major traffic disturbance in international transportation, bad weather conditions, and other circumstances beyond the control of the parties.
10.3 If MM 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, MM 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 MM by such delay.
10.4 If MM is delayed due to other reasons than mentioned in 10.1-10.3, the Buyer is entitled to liquidated damages in the sum of 2% of the purchase price for the delayed work for each complete week of delay. The liquidated damages shall, however, not exceed 10 percent.
10.5 If the Buyer is entitled to maximum liquidated damages according to 10.4 and MM have still not delivered the goods or carried out the agreed work, the Buyer is entitled to terminate the agreement in respect to the delayed goods and/or work.
10.6 Besides liquidated damages according to 10.4 and termination according to 10.5, the Buyer shall have no other legal remedies due to MM's delay, and the Buyer is not entitled to damages for any loss suffered due to the delay even though such loss exceeds the liquidated damages.
10.7 The limitations in MM's liability for delay shall not apply to the extent that MM have caused the delay due to gross negligence or wilful misconduct.
11.1 Any work carried out by the MM-team is of a good and sound quality of workmanship. Marco Marine fulfils the ISO 9000 system. The Buyer must inspect and secure safe starting after the overhaul.
11.2 The Buyer loses the right to rely on a lack of conformity of the goods or work, if the Buyer does not give notice to MM specifying the nature of the lack of conformity within a reasonable time after the Buyer has discovered it or ought to have discovered it. In any event, the Buyer loses the right to rely on a lack of conformity of the goods or work, if the Buyer does not give MM notice thereof at the latest within a period of two years from the delivery date.
11.3 If the Buyer proves that the supplied goods or work were defective at the time of delivery and have notified MM in accordance with clause 11.2, MM will at MM's choice replace or repair the defective goods/work within reasonable time and pay the direct costs in connection with such remedy, including any materials and labour costs for service engineers and/or erectors for dismantling/assembling. Payment for travelling time, waiting time, travelling costs, hotel and meal expenses will, however, be for the account of the Buyer and will be invoiced.
11.4 If MM is not able to replace or repair the defective goods/work within reasonable time as stipulated in 11.3, the Buyer is in accordance with applicable law entitled to terminate the agreement in respect to the defective goods/work, to have the remedy work carried out by a third party and/or to claim damages for loss suffered due to the defect(s).
11.5 MM's liability for defects - including obligations to perform remedy (clause 11.2), obligations to reimburse the Byer's costs for a third party to carry out the remedial work and any liability to pay damages for loss due to the defects (clause 11.3) - shall in no event exceed [10 times] the purchase price of the defective goods and/or work. MM's total annual liability for defects towards the Buyer shall in no event exceed [DKK 500,000] per calendar year.
11.6 MM shall in no event be liable towards the Buyer for any indirect loss, loss of production, loss due to inability to meet contractual obligations, operational losses or any other consequential economic loss - including loss, expenses, fees or costs arising out of sending out staff, recall, tracing, examination, analysis or transportation of or the issue of notices relating to the defective good(s)/work.
11.7 The limitations in MM's liability for defects do not apply to the extent MM have caused the defect due to gross negligence or wilful misconduct.
12.1 MM is liable to pay damages for loss incurred by the Buyer due to personal injury and/or damage to other property/products/services than MM's goods and work – including damage to property/products/services in which MM's goods / work form a part (is a component in) – if said personal injury and/or damage is caused by MM's goods / work and MM is liable towards the Buyer according to applicable law, including applicable law on product liability and tort liability. However, MM's liability is limited as set forth below:
12.2 MM's liability to pay damages for Buyer's loss due to damage to property/products/services cannot exceed DKK 1,000,000 (one million) per damage and can in no event exceed DKK 2,000,000 (two million) per calendar year. In case of claims made in consequence of more than one case of damage occasioned by the same liability entailing conduct and regarding more than one calendar year (“series of damage”) the claims cannot exceed DKK 2,000,000 (two million).
12.3 MM shall in no event be liable towards the Buyer for any indirect loss, loss of production, loss due to inability to meet contractual obligations, operational losses or any other consequential economic loss. If Buyer's goods or work cause damage to the property/product/service in which the goods/work form a part (is an component in), MM is furthermore not liable for any expenses, fees or costs arising out of sending out staff, recall, tracing, examination, analysis or transportation of or the issue of notices relating to the defective good(s)/work.
12.4 The Buyer must indemnify and hold MM harmless for any claims for damages, for which claim MM is liable to pay damages towards the Buyer's customers or any third parties, if such claim has been limited or excluded by MM towards the Buyer according to this clause 12.
12.5 If a claim for loss or damage as described in this clause 12 is raised by a third party against either Party, such Party must forthwith notify the other Party thereof.
12.6 The limitations of MM's liability according to this clause 12 shall not apply where MM's liability entailing conduct is gross negligent or wilful misconduct or to the extent such limitation is prohibited under mandatory law. The limitations shall not apply at all in respect to liability for personal injury and/or damage to consumer property.
13.1 MM has taken out the normal Danish combined commercial and product liability insurance. Upon request, the Buyer is entitled to receive a insurance policy certificate.
13.2 Where the Buyer establishes a Builders Risk Insurance or a Contractors All Risks Insurance, it is agreed that Marco Marine and the plant delivered by MM shall be covered under that insurance. When such insurances are established, the Buyer and the insurer waives the right of any recourse action against MM.
14.1 At the conclusion of the work agreed our service and repair team 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 repair team for longer than the period agreed in advance, MM should be informed of this fact by the Buyer.
14.2 Payments for beverages etc. bought on board a ship should as far as possible be settled with our team before leaving the ship.
14.3 Working hours exceeding 11 per day can only be undertaken by our repair team after agreement with the chief engineer and with his written approval.
15.1 Any dispute between the parties regarding a situation arising from an agreement governed by these Conditions shall be settled according to Danish Law. The disputes shall be finally settled by the Danish Arbitration Institute (Danish Arbitration) in accordance with the simplified rules of procedure for arbitration. The venue of the arbitration proceedings shall be Copenhagen.
15.2 Any dispute regarding an agreement or an invoice shall not be any excuse for nor provide any right neither for the Buyer not to pay an invoice on or before its falling due nor for withholding payment wholly or partly thereof.