1.0 GENERAL CONDITIONS
1.1 An order for assistance by personnel from a company with All Metal Wedlding Limited, hereinafter referred to as AMW constitutes an offer by AMW, and the buyer’s confirmation of the Order shall constitute the buyers acceptance of the terms contained in the Order and those set out in these General Conditions (Contract).
1.2 The Order shall set out the Buyers specific requirements (Services). The services may be amended by the parties in writing from time to time.
1.3 For avoidance of Doubt, the terms contained in this order and any additional price list for work provided by the Buyer at the time of the order is given to the Buyer, shall form part of this contract.
2.1 AMW shall provide the services in accordance with the instructions/specification s contained in the order and will use reasonable care and skill in the performance of such services. The services shall be performed on the dates or within the period stated on the order or otherwise agree in writing and shall perform at the locations described. For any avoidance of doubt in no circumstances shall time of performance by AMW be of the essence.
2.2 The Buyer shall promptly provide AMW with all necessary information in Order to enable AMW to provide the service to the Buyer in accordance with the Order.
2.3 AMW Will only provide those materials or services as set out in the Buyers order unless written request has been received
2.4 Upon written request from the Buyer AMW will provide industrial gases otherwise presume these will be supplied by the Buyer
2.5 Except where specified in the order the Buyer shall provide AMW with all materials, equipment and facilities reasonably required for AMW to perform the services set out in the order. For avoidance of doubt. The following services are not included unless specified to the contrary and shall be made available to to the AMW personnel and all cost are borne by the Buyer.
- Safe assistance for transport of men and materials to and from the contract site
- Availability of all necessary scaffolding, certified overhead cranes, blocks, fall wires, shackles
- All specialist tools
- Cleaning assistance
- Disposal of waste
- Supply of suitable electrical power, compressed air for working and personnel protective equipment for personnel.
- All industrial gases
- Any Launch Services
- Access into Ship Yard
- Ship Yard Commissions
- Demurrage and associated costs
2.6 Addition materials to be quoted accordingly or charged at cost + 15% overhead mark-up. Additional works identified are to be quoted or charged via timesheet records or agreed fixed price quotations
3.0 WORKING HOURS-TIME SHEETS
3.1 The Buyer or its authorised representative is requested to follow the works carried out by AMW personnel.
3.2 The time sheets showing the time the AMW personnel have carried out work during that day for the Buyer, shall be filled out daily and must be countersigned daily by the Buyer, Chief Engineer or his representative. If the representative of the buyer does not countersign the presented timesheets or if the said representative does not approve the timesheets that have been filled in by the AMW personnel, the representative of the Buyer must immediately inform the AMW offices by email or fax of the reason for the refusal to approve the timesheets. If the timesheet has countersigned in accordance with this condition or if the buyer has not given due notice to the AMW office regarding unapproved timesheets, then the Buyer shall have deemed any right to object to which any invoice shall be payable in full..
3.3 Where referred to in an order a normal working week consists of 7 working days and a normal working day comprises 12 working hours per day including all meal breaks. Any hours outside the 12 hours shall be deemed as overtime hours and charged accordingly.
3.4 All working hours on weekdays after the normal 12, weekends and public holidays are considered as overtime by AMW personnel.
3.5 The effective working time each day is defined as the time from the arrival of the AMW personnel at the specified location until they leave such location less time spent on meal breaks.
3.6 In cases where AMW personnel are not staying onboard the vessel, the working time starts when the personnel reach the specified location. The transport of personnel between living accommodation and the location will be considered travelling time.
4.0 PRICE, INVOICING AND QUOTATIONS
4.1 In consideration of AMW providing the Services to the Buyer, the Buyer shall pay to AMW the prices previously set out in the Order.
4.2 The price shall be paid to AMW in accordance with any specific terms including in the order.
4.3 Where such payment terms are not included in the Order, the invoice for the Services will be forwarded to the Buyer as soon as possible after the completion of the services and shall be paid by the buyer within 30 days from the date of invoice.
4.4 If the Buyer fails to pay the price, or any part of it in accordance with this contract or Order, the Buyer shall pay to AMW interest from the due date to when payment is made in full, both before and after any judgment is made @ 2.5% per annum over the Bank of England Base Rate.
4.5 Travelling and transportation costs will be invoiced at cost plus 15%.
4.6 Travelling time will be invoiced at the normal working hour rates with a maximum of 12 hours per day.
4.7 All materials, tools and equipment are quoted EX Works. Any required freight of tools plant and equipment will be charged at cost plus 15%
4.8 Reasonable hotel cost and other reasonable allowances of AMW personnel will be charged at cost plus 15%.
4.9 Other cost necessary for the progress of the works, such as communications will be charged at cost plus 15%
5.0 WAITING TIME
5.1 Waiting time caused by lack of work or reduced number of working hours due to circumstances beyond the control of AMW personnel will be invoiced at the standard hourly applicable at that time AMW personnel are, whomever, prepared to undertake other jobs outside the scope of the Services in order to give the Buyer good value by AMW personnel in connection with the Order. For the avoidance of doubt, the AMW personnel shall not be requested to perform any works they are not suitably qualified to do. AMW accepts no liability to the Buyer for any loss or damage caused as a result of the undertaking of such works.
5.2 In circumstances where AMW personnel have to wait for the vessel, waiting time will be charged up to 12 hours at the applicable rate at that time.
5.3 Maximum of 12 hours waiting time will be charged per day.
6.1 Accommodation is to be of a reasonable standard and to Buyer account.
6.2 Access to a reasonable showing facility, with hot and cold water.
7.0 LICENCES AND CERTIFICATES
7.1 It is the sole responsibility the Buyer unless otherwise specified, to advice and where necessary obtain permissions, permits, licences or certificates from appropriate authorities or classification societies in respect for work to be carried out by AMW /WWMS. This is to include all necessary fees for permits and inspections.
7.2 The Buyer shall indemnify AMW for any losses and/or costs incurred by AMW /WWMS, including fines incurred as a result of the Buyers failure to obtain all necessary licences, permits or certificates required in order to enable AMW to perform the services.
8.1 Rental charges for tools supplied to the Buyer in accordance with the order will be charged from the day the tools leave AMW /WWMS’s possession until they are received back into AMW /WWMS’S possession.
8.2 The Buyer shall arrange transport of tool boxes to the location where the tools were initially loaded.
8.3 The Buyer shall arrange suitable insurance for tools.
8.4 Within 30 day the tools should be returned or notification sent as to the whereabouts of the tools
9.0 DELAYS AND FORCE MAJEURE.
9.1 In case AMW is hindered by an event of force majeure from carrying out the Services in the agreed time AMW shall be allowed extra time that they may be necessary from the time when the force majeure ends. AMW shall not be liable for any loss , damage or delay caused by an event of force majeure.
9.2 A force majeure event shall include but not limited to, acts of god, strikes, lock-outs, general disturbance, traffic disturbances, bad weather and other conditions beyond the control of all parties.
9.3 If AMW is delayed in performing the Services by reason that are caused soley or partly by the Buyer or any of his representative or employees, AMW shall not only be allowed extra time that is necessary to perform the services, but shall also be allowed compensation for the extra costs that may have been incurred by AMW as a result of such delay.
10.0 WARRANTY AND DEFECTIVE WORKMANSHIP
10.1 The subject to condition 10.2 AMW warrants and agrees to repair and materials, tools or equipment which are proved to the reasonable satisfaction of AMW to be defective in materials or workmanship for the period set out in the Order. If not specified a period of 12 months will apply.
10.2 The provision of condition 10.1 shall not apply where; The materials or equipment have been improperly altered in any way or are subject to misuse, neglect or unauthorised repair. The materials or tools or equipment have not been maintained in accordance with proper instructions or requirements. The Buyer has failed to notify AMW of any suspected or known defect in any of the materials, tools or equipment provided or supplied by AMW as part of the services within 10 days of the Buyer becoming aware of such defect or where the Buyer has engaged the services of another company or individual to repair or inspect any such defect with providing AMW the opportunity to do so. Any remedial works undertaken by AMW remain under the existing warranty period of the original Order.
11.1 Except as otherwise provided in this contract, and except where and to the extent that prohibitions on exclusion and restriction of liability contained within the Unfair Contract Terms Act 1977 as amended apply. CLshall not be liable for any injuries (other than death or Personnel injuries caused by AMW negligence), loss or damage, including without limitation, indirect, special or consequential (which shall include, pilotage, crew wages, salvage or loss of use (weather or not foreseeable) suffered by the buyer or a third party and however caused.
11.2 For the avoidance of doubt, where AMW /WMS only commissions any equipment provided by the buyer AMW shall except no liability in connect with the installation of said equipment.
11.3 AMW shall carry no responsibility for waste removal and or disposal
11.4 Without prejudice to this condition, AMW total liability arising under or in connection with this contract shall not exceed the amount is specified in the Order or where no amount is specified shall not exceed 100% of the fees payable by the buyer under this contract.
11.5 The Buyer shall indemnify AMW against all liabilities, costs, losses and damages whatsoever suffered or incurred by AMW and/or arising out of claims by third parties in respect of or in connection with any acts or defaults of the Buyer, its employees or representatives, or in respect of or arising out of the Buyers breach of any one or more of the provisions of this contract without limitation
11.6 11.6 The Buyer maintains all appropriate insurances in connection with the Services and AMW shall be covered by such insurances and AMW shall receive benefit of such insurances.
12.1 This contract shall commence on the date specified in the order and shall terminate of the services by AMW /WWMS
12.2 AMW shall be entitled to terminate this contract by giving notice to the Buyer at any time prior to the performance with no liability to the Buyer,. AMW shall be entitled to terminate this contract without liability to the Buyer by giving notice to the Buyer at any time if the Buyer makes any voluntary arrangement with its creditors( within the meaning of the insolvency act 1986) or becomes subject to an administration order or goes into liquidation
12.3 12.3 Either party may terminate this contract with immediate effect by giving to the other written notice if the other commits any material breach of this contract and fails to remedy the same within 14 days of service of notice by the non defaulting party specifying the breach and requiring it to be re3midied.
12.4 Where this contracted is terminated by AMW for any reason other than for expiry of the contract, the Buyer shall pay to AMW reasonable costs and expenses incurred by AMW in connection with the services which AMW is able to recover as a result of such termination. For avoidance of doubt, such compensation shall not include loss of profits.
13.1 At the conclusion of services AMW personnel may be used by the Buyer for other assignments. The nature of these assignments is to be stated on the timesheets and the work is to be carried out under the guidance/supervision of the Buyer representative. If the Buy wishes to retain the services of one or more AMW personnel for longer than the period agreed in the Order, the Buyer must inform AMW of this fact and the order shall be amended in accordance with condition 1.1. AMW shall be entitled to invoice the Buyer for any additional services to be performed by the CLLpersonnel at the Buyers request. Any such charges shall be subject to AMW rate at that time. And shall be payable in accordance with condition 4.0.
13.2 Payment for beverages, telephone calls etc bought onboard must be settled by AMW personnel before they leave the ship.
13.3 The AMW personnel can only undertake work exceeding 12 hours per day after agreement with Buyers representative and with written approval. Reasons for overtime exceeding 12 hours and the written approval should be given on the time sheet.
13.4 AMW Safety policy is available upon request. AMW ensure to the best of there ability that all employees work to this policy
13.5 The services rendered/parts delivered shall remain the property of AMW until paid for in full to the extent that the applicable law permits such retention.
13.6 AMW are committed to the environmental impact on the works completed and have a environmental policy available upon request.
14.00 GENERAL PROVISIONS
14.1 This contract shall be governed by and subject to the English law within the exclusive jurisdiction of the English courts to which jurisdiction the parties submits by entering into this contract.
14.2 Nothing in these terms and conditions confers any rights on any person under the contracts (Right of Third Parties) Act 1999, except that AMW may enforce these terms against a Buyer.
14.3 Each of these conditions are distinct and severable from the others and if any condition or becomes invalid, unlawful or unenforceable (weather whole or to the extent), the validity, lawfulness and enforceability of the remaining conditions or parts shall remain in full force and shall not in any way be affected or impaired.
14.4 No assignment or transfer of all or any part of this contract may be made without the prior written consent of the other party.
14.5 The provision of conditions 4.0, 7.0, 8.0, 10.0, 11.0, 12.0 and 14.0 shall survive the termination or expiry of this contract.