Terms & Conditions
Terms & Conditions applicable to the supply of advice and services by Grinde Maritime AS
a) The Company is Grinde Maritime AS (org. no. NO 898 679 462), the company providing the services requested by The Client as outlined in The Agreement between the parties with whom this agreement is made.
b) The Client is the party requesting services to be undertaken by The Company.
c) The Agreement between The Company and The Client is constituted by an e-mail/ fax/order acknowledgment incorporating inter alia these terms and conditions.
d) The "Surveyor"/ "Consultant" is the Surveyor/Consultant appointed by The Company trading under these conditions.
e) "Report" means any report or statement supplied by the Surveyor/Consultant in connection with instructions received from the Client.
f) "Disbursements" means the cost of all reasonable photography, reproduction of drawings, diagrams, sketches and printing, duplicating and, where applicable, electronic transmission fees, and all reasonable and appropriate expenses including travel, refreshments and hotel accommodation where an overnight stay is necessary.
g) "Fees" means the fees charged by the Surveyor/Consultant to the Client and including any value added tax where applicable.
h) "Payment Due Date" means 14 days (or other such period as may have been agreed in writing between the parties) following the relevant invoice date.
The Surveyor/Consultant shall provide the requested services solely in accordance with these terms and conditions.
The Client will set out in writing the services requested from The Company that the Surveyor/Consultant is to provide. The Company will confirm in writing that it accepts those instructions or alternatively what services it will perform in connection with the Client's instructions. If The Client does not provide written instructions, the Surveyor/Consultant will provide written notice of the proposed services to be provided for the Client to agree. Once The Surveyor/Consultant and The Client have agreed what services are to be performed, any subsequent changes or additions must be agreed by both parties in writing.
4. Invoicing and Payment Terms
a) Invoicing Fees and Disbursements
The Client shall pay the Surveyor/Consultant's Fees and Disbursements punctually in accordance with these Conditions and in any event not later than the Payment Due Date or in such other manner as may have been agreed in writing between the parties. Any questions regarding items or amounts included in an invoice should be raised by before the Payment Due Date, otherwise the entire invoice amount shall be deemed as accepted by the Client. Overdue payments shall bear interest at the rate prescribed according to the Norwegian Act of 17 December 1976 No. 100 relating to Interest on Overdue Payments (9.50% p.a. as of 1 January 2014, subject to change).
b) Payments on Account
The Client may be asked for payments on account of Fees and/or Disbursements from time to time and it is a condition of the Surveyor/Consultant's acceptance of The Clients instructions that The Client agrees to make such payments. It should be clearly understood that the total amount of Fees and Disbursements in the matter may amount to more than the payments on account requested. Monies on account will be paid into a client account until used for disbursements or until delivery of an invoice. The Client may request confirmation of the monies remaining on account at any time. If further requests for payment on account are not paid promptly by The Client, the Surveyor/Consultant reserves the right to decline to act further.
5. Obligations and Responsibilities
The Client undertakes to ensure that full instructions are given to the Surveyor/Consultant and are provided in sufficient time to enable the required services to be performed effectively and efficiently and to procure all necessary access for the Surveyor/Consultant to goods, premises, vessels, installations and transport and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions. The Surveyor/Consultant shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions.
The Surveyor/Consultant shall use reasonable care and skill in the performance of the services in accordance with sound marine surveying/consulting practice.
The Surveyor/Consultant shall submit a final written Report to The Client following completion of the agreed services describing the Surveyor's/Consultant's findings and the condition and/or quality of the object and/or purpose of the assignment, unless otherwise expressly instructed by The Client not to do so.
1) The Client undertakes to keep confidential any confidential information disclosed to it by The Company and not to disclose the same either complete or in part to any third party (including subsidiary companies, holding companies or associate companies) without Grinde Maritime AS' prior written approval, such undertaking to continue notwithstanding the expiry or termination of The Agreement for so long as the information in question has not
i. Become part of the public knowledge or literature without default on the part of The Company, or
ii. Been disclosed to The Company by the third party (other than one disclosing on behalf of The Company) 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.
2) The Company undertakes to keep confidential any confidential information disclosed to it by The Client and The Company shall be liable to the same constraints as imposed by Clause 5d(1) on The Client.
The right of ownership in respect of all original work created by the Surveyor/Consultant remains the property of the Surveyor/Consultant.
f) Conflict of Interest/Qualification
The Surveyor/Consultant shall promptly notify The Client of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable for the Surveyor/Consultant to continue the involvement with the appointment. The Client shall be responsible for payment of the Surveyor/Consultant's Fees and Disbursements up to the date of notification.
6. Liability and Indemnity
a) The Company shall perform The Agreement with all proper skills in accordance with first-class industry standards.
b) In the event that The Client proves that the loss, damage, delay or expense was caused solely by the negligence, gross negligence or willful default of the Surveyor/Consultant aforesaid, then, save where loss, damage, delay or expense has resulted from the Surveyor's/Consultant's personal act or omission committed with the intent to cause same or recklessly cause same and with knowledge that such loss, damage, delay or expense would probably result, the Surveyor's/Consultant's liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a sum calculated on the basis of ten times the Surveyor's/Consultant's charges or NOK 1,500,000.00 whichever is greater. The Surveyor/Consultant shall not be liable for loss of or damage to equipment and other items placed at its disposal by or on behalf of The Client however such loss or damage occurs.
c) With respect to part b) under this Clause, any such work proven to be negligently performed or omitted then so far as may be reasonably practicable The Company at its own expense will cause such work and services to be correctly performed.
d) Under this Clause 6 Delegate(s) means
i. Employees and agents of The Company,
ii. Any person to whom performance of work or services under The Agreement is delegated or sub-contracted by The Company, and
iii. Any such Person's employees and agents.
e) The Client shall not sue any Delegate for any loss or damage of any nature whatsoever suffered by The Client and connected with performance of The Agreement. The Client's sole remedy shall be against The Company under this Clause 6.
f) If The Company or any Delegate does incur third party liability of any nature whatsoever arising out of or connected with the performance of The Agreement then (subject to clause 6(g) below) The Client shall indemnify The Company, 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 The Company may have indemnified any Delegate against such third party liability, costs or expenses (which The Company at its sole discretion shall be entitled to do) then The Client shall thereupon be liable to indemnify The Company accordingly.
g) Where the reason for third party liability mentioned in clause 6(f) was the negligence of The Company or of any Delegate then The Client's indemnity under clause 6(f) shall apply above the limit of liability mentioned in clause 6(e) and The Company shall be liable up to such limit.
h) In entering into the agreement contained in Clause 6 The Company contracts both on its own behalf and as agents on behalf of Delegates and also as trustee for their benefit.
i) 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 business interruption.
7. Force Majeure
Neither The Company, the Surveyor/Consultant nor The Client shall, except as otherwise provided in these Conditions, be responsible for any loss, damage, delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restraint of princes, rulers or people.
The Company shall effect and maintain at no cost to the Surveyor/Consultant or The Client, Professional Liability Insurance for such loss and damage for which the Surveyor/Consultant may be held liable to The Client under these terms and conditions.
9. Health, Safety, Security and Environment Policy
It is the policy of The Company 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, The Company not only complies with the requirements of the relevant legislation but also promotes in an appropriate manner, measures for the protection of Health, Safety, Security and Environment for all who may be affected directly or indirectly by its activities.
If, in the execution of its services, The Company believes that the HSSE policies under this Clause are placed at unacceptable risk due to circumstances outside its control, The Company reserves the right to withdraw its services until the circumstances giving rise to this withdrawal are removed.
10. The Right to Sub-contract
The Company and/or the Surveyor/Consultant shall have the right to sub-contract any services and/or any part of the services provided under The Agreement, subject to The Client's right to object on reasonable grounds. In the event of such a sub-contract, The Company and/or the Surveyor/Consultant shall remain fully liable for the due performance of its obligations under these Terms and Conditions.
11. Time Bar
Any claims against The Company and/or the Surveyor/Consultant by The Client shall be deemed to be waived and absolutely time barred upon the expiry of one year from the submission date of the Report to The Client.
It is hereby expressly agreed that no employee or agent of The Company (including every sub-contractor from time to time employed by The Company) 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, defense or immunity of whatsoever nature applicable to The Company or to which The Company is entitled hereunder shall also be available and shall extend to protect every such employee or agent of The Company acting as aforesaid and for the purpose of all the foregoing provisions of this clause The Company 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 his 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.
13. Jurisdiction and Law
These Terms and Conditions is Norwegian Law and Norwegian Law shall be used to interpret these Terms and Conditions and for resolving all claims or disputes arising out of or connected with these Terms and Conditions (whether based on contract, tort, or any other legal doctrine). Any such claim or dispute not settled by
iii. Other alternative dispute resolution methods
shall be settled by arbitration in Haugesund, Norway in accordance with the Norwegian Arbitration Act (lov om voldgift) of 14.05.2004 no. 25 or any statutory modification or re-enactment thereof for the time being in force, one arbiter being appointed by each party. If two arbiters properly appointed shall not agree they shall appoint an umpire whose decision shall be final. The language of the Arbitration shall be Norwegian or English.