1. Services, repairs, assembly, works, installations, supply of components, equipment and systems or any other material (hereinafter Work/Service) to be undertaken by TECOINRE, SLU, (hereinafter Contractor), are subject to the present General Terms and Conditions, with the exclusion of all that is expressly stipulated otherwise in the respective quotation, or in the acceptance of an order to which special conditions may pertain. Therefore, for all purposes, any other conditions that have not been expressly accepted by the Shipowner/Client (hereinafter the Shipowner/Client) are invalid.
DRAWINGS, DESCRIPTIONS & MANUFACTURER INFORMATIONAL BULLETINS
2. All drawings and technical documentation relating to the Work/Services submitted by one party to the other, shall remain the property of the submitting party.
3. The Shipowner/Client must provide, upon reception, or before works start, and at no cost, any information or drawings necessary for the Contractor to put into operation the activity and/or the maintenance of the Work/Service as per manufacturer recommendations updated to the start date of the works.
4. The Shipowner/Client must provide, in a timely manner, all the characteristics of the facilities and equipment, as well as ensure that all the conditions required for assembly on the vessel are met to ensure the smooth running of the Work/Service.
5. THE OWNER IS TO ENSURE:
a) That the Contractor’s personnel can start work in accordance with the agreed timetable and work during the normal working hours established by the Contractor. Works may be carried out outside of such normal working hours as deemed necessary by the Contractor and Shipowner/Client.
b) The Contractor is notified, before commencing assembly works, of any relevant safety regulations applicable on the works Site. Assembly cannot be carried out in unhealthy or dangerous environments. All required safety and prevention measures are to have been taken prior to starting any assembly works and must be maintained during the execution of the same.
c) The Contractor’s personnel can obtain accommodation and food, in conditions of adequate health and safety in the vicinity of the works Site and have access to internationally acceptable medical facilities and medical services. (unless otherwise agreed)
d) Providing the Contractor with the necessary lifting equipment, auxiliary tools, machinery and power supplies for the carrying out of their professional tasks. The contractor shall specify their supply needs prior to the Work/Service.
e) The provision of necessary storage facilities for the tools and equipment required for the works, as well as for the personal property of the Contractor’s personnel, protecting all of the aforementioned against theft or damage.
f) That there is adequate access to the Site for the transportation of equipment and persons.
g) In the case of works abroad, in the event of any illness or accident that might affect any member of the Contractor’s personnel, whether during the execution of the Work/Service or in any other way, requiring medical attention or hospital treatment, the Shipowner/Client is to ensure that the best and most appropriate medical facilities and medications are available to the Contractor’s personnel. In the event of having to repatriate a sick, injured or deceased Contractor staff member, the Shipowner/Client is to assist the Contractor in handling such repatriation safely and expeditiously.
6. Should the Shipowner/Client foresee that they are unable to comply on time with the obligations that correspond to the Shipowner/Client for the execution of the Works, the Shipowner/Client must notify the Contractor immediately, indicating the reason and, if possible, when the Shipowner/Client shall be able to comply with their obligations.
7. Should the Shipowner/Client fail to adequately comply within the term set forth with their obligations necessary for the execution of the Works, the following shall apply:
a) the Contractor may choose to assume the obligations that correspond to the Shipowner/Client, or use the services of a third party for the completion of such tasks, or adopt any other measure appropriate to deal with the effects of Shipowner/Client non-compliance. All costs incurred due to such breach shall be borne by the Shipowner/Client.
b) the Contractor may suspend all or part of its execution of the Work/Service. Such suspension must be notified immediately in writing.
c) if the fulfillment of the Contract is delayed due to the Shipowner/Client´s failure to carry out preparatory works, the Shipowner/Client must, in any case, carry out the payment for the part of the Contractual Price that would have been due had there been no delay.
8. The Contractor must rectify any fault or defect found resulting from disassembly or assembly errors in accordance with the conditions stipulated in the present document.
9. Contractor liability is limited to defects that appear within a period of 6 months from the completion of the Work/Service.
10. When the defect in a part of the Work/Service has been corrected, the Contractor shall be responsible for any faults in the repaired or replaced part, under the same terms and conditions applied to the original Work/Service and for the same stipulated period of time. Such period shall not be extended for the remaining parts of the Work/Service.
11. The Shipowner/Client must immediately notify the Contractor of any defect found. Such notification is not to be communicated, under any circumstance, outside the term of two weeks from the completion of the Work/Service. The notification is to include a description of the defect. Should the Shipowner/Client fail to notify the Contractor of the defect within the abovementioned time limits stipulated in the first paragraph of this clause, the right to have the defect rectified is null and void.
12. The repair of the defect must be carried out in the Work/Service location, unless the Contractor deems it necessary that the faulty part or the Work/Service be returned to the premises of the Contractor for its repair or replacement.
13. In the event that the Shipowner/Client notifies the Contractor of a fault and there is no defect for which the Contractor is responsible, the Contractor shall be entitled to compensation for any expenses incurred as a result of such notification.
14. Unless otherwise agreed, the transporting of the Work/Service and/or parts to and from the Contractor for the repair of any faults for which the Contractor is responsible shall be made at the risk and expense of the Shipowner/Client.
15. Unless otherwise agreed, the Shipowner/Client shall bear any additional expense incurred by the Contractor for the repair, disassembly, assembly and transport in the event that the Work/Service is at a location other than the destination established.
16. Faulty parts that have been replaced shall be made available to the Contractor and shall become their property.
17. Should the Contractor fail to fulfill reparation obligations within a reasonable period of time, the Shipowner/Client may, by means of a written notification, establish a deadline for the Contractor to comply with such obligations. Should the Contractor fail to fulfill such obligations within said deadline, the Shipowner/Client may, at the cost and risk of the Contractor, perform the necessary repair work itself or contract the services of a third party to do so.
18. The Contractor is be liable only for defects which appear in the Work/Service under normal operating conditions.
19. Except stipulated above otherwise, the Contractor shall not be liable for any losses due to defects. This applies to any loss that the defect may cause, including production losses, loss of profits or any other indirect losses.
20. The Contractor is not liable for defects in the Work/Service caused by any operations, actions or the starting of machinery by the Shipowner/Client without the Contractor being present or without prior written authorization from the Contractor.
21. Under no circumstance is the Contractor to be held liable for any indirect, contingent, special or consequential damage or incident, regardless of its cause or the circumstances of its emergence (including and without limitations, any loss of profits or current or anticipated revenue, anticipated savings, punitive or exemplary damages, the cost of replaced equipment or replaced, removed or reinstated service work that does not arise from the warranty provided herein, towing charges, pollution remediation costs, berthing costs, diving or underwater work, damages to any vessel, engine room or power generation plant, patio or any other property (including damages to property belonging to Shipowner/Client), damage to any equipment or property that is not component equipment or parts in which the Work/Service was carried out, caused by said Work/Service, the costs of any additional testing (including sea trials), removal of debris or loss of time or the use of any equipment, installation system, operation or service). This limitation of Contractor liability applies to any responsibility resulting from the breach of Contractor obligations in connection with the Work/Service, whether based on warranty, non-completion or delay in fulfillment, or any other reason.
22. Notwithstanding any other provision of the Contract, the total liability of the Contractor under the Contract shall not exceed 30.00% of the Contract price.
23. The Contractor shall not be held liable for any work performed by the Shipowner/Client or any third party, even if carried out with the assistance of the Contractor’s personnel. The Shipowner/Client shall assume the risk of loss of equipment and other goods in connection with the Work/Service, even if said equipment or goods are in facilities used by the Contractor.
24. The Contractor commits to using quality materials and carry out quality levels of work in accordance with standard practice in ship repair. Taking into consideration that the work is carried out following the instructions of the Shipowner/Client, either directly or through the supervision of the Classification Society, the Contractor cannot accept any responsibility for the behavior of the repaired elements and equipment, except in cases in which there is express negligence. In case of delays in receiving material required for the execution of the works, the Contractor may use similar materials and/or components, with the prior authorization from the Captain or the representative of the Shipowner/Client and the Classification Society.
25. The Contractor shall repair, at its workshops and at its expense, any work or defective material supplied which has been communicated in writing before the removal of the Contractor´s workers from the vessel, or, at the choice of the Shipowner/Client, shall pay a sum equal to the cost of such remediation in the Contractor’s workshops.
26. Liability in point 25. above does not extend to the parts not manufactured by the Contractor or its subcontractors, nor to the parts that, although manufactured by the Contractor or its subcontractors, are in accordance with designs or drawings provided by third parties, in which case the responsibility of the Contractor is limited to the proper execution of such designs or drawings.
27. The equipment or products developed at the Contractor’s facilities or those of its subcontractors are understood to be delivered from the moment they leave such facilities, even if its transportation is dealt with by the Contractor.
28. For the above to be effective, the Shipowner/Client must be notified in order to inspect the goods or products before dispatch.
29. Once dispatched by the Contractor, the goods or products are transported at the Shipowner/Client’s risk.
30. The goods or products supplied by the Shipowner/Client shall be transported at the risk of the same and the Contractor shall not be liable for delays or objections incurred from the intervention of customs authorities or any other.
31. The Contractor is not under any obligation to find any hidden defects/flaws or deficiencies in the design of any part or equipment of the vessel/component under repair. Therefore, the Contractor is not liable for any damages to the repair work as a consequence of such defects, flaws or design faults.
32. In no case shall the Contractor be held liable for indirect damages or damages caused by lost time.
33. Any Contractor responsibility, excluding those outlined in Contractor liability clauses, shall cease after the vessel has departed, once the Contractor personnel have left the vessel/installation, or upon delivery to the Shipowner/Client of the components for the works.