Terms and Conditions

GULF COPPER STANDARD TERMS AND CONDITIONS

These Standard Terms and Conditions shall apply to the supply of goods or the performance of construction, repairs, conversions, or work of any kind on any equipment, vessels, or parts of vessels by Gulf Copper & Manufacturing Corporation, and its affiliates and subsidiaries, (hereinafter referred to as the “Contractor”) at its facilities or by Contractor employees at outside facilities. They form an integral part of all quotations and contracts of Contractor for the above-mentioned supplies and services and shall apply to any current or future business relationship. Any agreement(s) deviating from these Standard Terms and Conditions, including but not limited to conflicting terms and conditions of the customer (“Customer”) and collateral agreements shall become an integral part of any contract only upon Contractor’s express consent in writing to their inclusion.

1. DEFINITIONS

1.1. The “Contractor” shall mean Gulf Copper & Manufacturing Corp., and any of its wholly or partially owned subsidiaries or affiliated companies.
1.2. The “Contractor Group” shall mean, individually or in any combination: (i) Contractor and Contractor’s subcontractors of all tiers, including tug owners and pilots (ii) its and their respective Affiliates, and (iii) the respective directors, officers, agents, representatives, employees, servants, successors and permitted assigns, invitees and insurers of all of the foregoing.
1.3. The “Customer” shall include the purchaser, the owner, charterer, or master of the vessel, and any agent(s) authorized by the owner or representative(s) as referred to in Clause 7
1.4. . The “Customer Group” shall mean, individually or in any combination: (i) Customer and Customer’s subcontractors of all tiers, including tug owners and pilots (ii) its and their respective Affiliates, and (iii) the respective directors, officers, agents, representatives, employees, servants, successors and permitted assigns, invitees and insurers of all of the foregoing.
1.5. The “Vessel” shall mean the vessel and any part of the vessel or any floating structure or part thereof or any other object coming within the scope of work.
1.6. The “Object of Performance” shall mean any equipment, structure, building or other item put forth to Contractor for repair, conversion or construction.
1.7. “Delivery” shall mean the starting date of the work, or the arrival of the vessel at the Contractor’s Facility (being in all respects ready for work), whichever may the earliest.
1.8. “Re-delivery” shall mean the date of completion and acceptance of the work, delivery of goods to Customer, departure of a Vessel from the Contractor’s premises, or withdrawal of the Contractor’s workers from the vessel, as applicable and whichever may occur earliest.
1.9. “In writing” shall mean communications by written letter delivered to the representative of record by mail, courier service, hand delivery, e-mail or fax.

2. OFFER AND ACCEPTANCE OF CONTRACT

2.1. Quotations and cost estimates of the Contractor are subject to change. Pricing shall include only the supplies and services explicitly specified therein.
2.2. Contracts shall not be deemed ACCEPTED unless and until the Contractor has accepted in writing the work or purchase orders received by it, has confirmed in writing letters of acceptance sent to it, or has delivered the items or performed the services ordered by the Customer. This shall apply mutatis mutandis to any amendments or alterations of contracts as well as verbal collateral agreements.

3. DRAWINGS AND TECHNICAL INFORMATION

3.1. At the request of the Contractor, the Customer shall supply without charge all drawings, models, descriptions of the work and/or the Vessel, and technical information which the Contractor may require as basis for preparing calculations, working-drawings, specifications, prefabrication, docking, fabrication, and the like.
3.2. The Customer shall be fully responsible to ensure that the manufacturing, performance and/or supply of the work according to drawings, models or other instructions it supplies shall not infringe any trade mark, patent or similar rights of third parties. The Customer shall safeguard and hold the Contractor harmless for any claims of third parties against the Contractor in this respect.
3.3. The Customer shall be solely responsible to ensure the accuracy and suitability in all respects of any drawings and technical information provided. Any additional expenses due to errors in drawings and other documents or other records provided by the Customer shall be borne by the Customer, and the Contractor shall not be responsible for any delay caused by such errors.

4. SCOPE AND PERFORMANCE OF WORK

4.1. The scope of work shall include, primarily, such items as have been specified in the Contractor’s tender with enclosures and the Customer’s order. An order is not binding upon the Contractor until the order has been confirmed by the Contractor in writing. The content of the Contractor’s written confirmation of order and the documents specified therein shall constitute the entirety of the scope of work.
4.2. Should the Contractor undertake, at the request of the Customer, to carry out additional work, modifications and changes, it will be subject to the right of the Contractor to adjust the time of delivery and the price according to clauses 12 and 13. Due consideration shall further be given to other commitments of the Contractor when agreements are made for extra work. In the event of a reduction in the work specified in the Contractor’s tender and the Customer’s order as confirmed by the Contractor, a credit shall be given to the Customer equivalent to the cost saved by the Contractor thereby.
4.3. The Customer shall ensure that the Vessel shall be available at the time, place and in the condition stipulated in the tender. The Customer shall furthermore ensure that the Vessel is delivered in such a condition that the work can commence immediately and can proceed continuously until the work is completed. The Customer shall also have the responsibility for obtaining and maintaining any approvals or certificates related to the Vessel and the work to be performed thereon which may be required by law or by public authorities.
4.4. The work shall be performed in accordance with the practice and rules prevailing within the marine repair and fabrication industry and, where applicable, at the Contractor’s yard and within normal working hours. Work on overtime carried out at the request of the Customer is subject to the rules applicable at Contractor’s yard with respect thereto. Extra cost due to such work on overtime shall be for the Customer’s account.
4.5. The Contractor shall have the right to use sub-contractors for the performance of the work.
4.6. Should any of the specified materials or equipment not be available at the time required for performance of the work, the Contractor shall have the right to use other suitable material or equipment in substitution thereof.
4.7. The Contractor shall have the right to postpone the work if the Customer should fail to fulfill any of his obligations under the contract with the Contractor, until such failure is cured. In such a case all consequences regarding time of delivery and costs caused to the Contractor shall be for the Customer’s account.
4.8. If, for reasons beyond the control of the Contractor, the completion of the work becomes impossible, the Customer shall pay the Contractor for the work already performed, and for any materials or supplies which have been ordered by Contractor and cannot be cancelled at the time of termination.
4.9. All data provided by the Contractor to the Customer and the Contractor’s documents forming the basis of the contract (such as drawings, measurements and weights or technical descriptions) shall be deemed mere approximations as customary in shipbuilding or production of fabricated work. The Contractor reserves the right to implement minor changes (e.g. changes in design, of form, or deviations in color, etc.).
4.10. The Contractor reserves all proprietary rights, copyrights and industrial property rights in and to the documents mentioned under Clause 4.9 above. Unless authorized in writing by the Contractor, said documents may not be used for any purpose other than the fulfillment of each of the contracts concluded with the Contractor, and may in particular not be reproduced or disclosed to third parties. All such data, whether in tangible or electronic form, must be returned by the Customer to the Contractor without delay upon the Contractor’s request. The Customer’s right of retention or to withhold performance shall be excluded in this respect.
4.11. If the Contractor uses plans, documents and information provided by the Customer for the performance of its services, the Customer shall indemnify and hold the Contractor harmless against any third party claims based on infringements of proprietary rights, copyrights, and industrial property rights due to the use of such plans, documents or information provided by the Customer.
4.12. Decisions regarding the scope of repairs and their usefulness shall be made exclusively by the Customer. The Contractor will not review whether the contents of statements issued by a classification society or their agents are correct. The Contractor is not obligated to examine the Vessel or the object of performance for latent defects.

5. FACILITY RULES AND REGULATIONS

5.1. All persons present within the Contractor’s facility must abide by the facility safety regulations. Copies will be provided during safety orientation or upon request
5.2. The Rules and Regulations applicable at the Contractor’s facility shall in all respects also apply to the Vessel, the crew of the Vessel, the Customer’s sub-contractor(s) and the Customer’s representative(s).
5.3. The vessel’s crew and any Customer employees, representatives, or invitees to the facility or persons on board the vessel must at all times during their presence at the Contractor’s facilities abide by the provisions of local, State, Federal and International Law.
5.4. The Customer shall be responsible for the strict observance and obedience of these Rules and Regulations by the Vessel’s crew, Customer’s sub-contractor(s) and Customer’s representative(s).

6. CLASSIFICATION SOCIETY’S RULES

6.1. Work shall be carried out in accordance with regulations as specified in the tender and the rules of the Classification Society applicable to the Vessel, which have been published and are in force at the time of submitting the tender to the Customer.
6.2. Should the Contractor undertake, at the request of the Customer, to carry out any additional work, modifications or changes caused by new requirements of regulatory bodies and of the appropriate Classification Society, which were not published and in force at the time of submitting the tender to the Customer, it will be subject to clauses 12 and 13.

7. CUSTOMER’S REPRESENTATIVE(S)

7.1. The Customer shall, before any work commences, provide the Contractor with the name(s) of their representative(s) appointed to supervise the work. The representative(s) shall be fully authorized, promptly and with binding effect on the Customer to;
7.1.1. make decisions required in respect of the work to be done and the services to be rendered.
7.1.2. approve drawings and documents
7.1.3. agree to extra work or to cancellation of items of work
7.1.4. accept the work and to sign the protocol of acceptance, and
7.1.5. approve and sign the Contractor’s invoices.
7.2. Should the Customer fail to notify Contractor in accordance with clause 7.1, the master of the vessel shall be deemed to have the authority to represent him in the matters described in this clause.
7.3. Customer Representative shall be authorized in all respects to bind the Customer financially. The charges related to timesheets, unit priced items, or completed fixed-priced items, where signed by the duly authorized Customer Representative are to be paid in full prior to withholding funds for any dispute whatsoever. Customer agrees that funds due for any item which has been signed for by representative shall not be deemed disputed amounts in the event of any bond secured for release of an arrested Vessel, and any such approved item(s) shall be ineligible for inclusion in such a bond and must be paid in cash prior to release of an arrested Vessel.

8. DELIVERY OF THE VESSEL OR THE OBJECT OF PERFORMANCE

8.1. The Customer must deliver the Vessel or other object of performance to the Contractor in a condition that allows the performance of work thereon. The Vessel or object of performance must at minimum be gas-free, cleaned, and free and clear of hazardous cargo (goods, materials/substances, etc.) and must be made available in accordance with all applicable safety requirements at the agreed-upon place and at the agreed-upon time in a manner to allow commencement of work. If the Customer fails to provide the Vessel or object of performance in a condition that allows the performance of work thereon or fails to provide it on schedule, the Contractor shall be entitled to refuse acceptance of the Vessel or object of performance and/or to charge the costs incurred thereby to the Customer.

9. CUSTOMER’S (OWNER’S) WORK

9.1. The Customer shall not be allowed to use any sub-contractor(s) to carry out any work on the Vessel while the Vessel is within the Contractor’s premises, without prior permission in writing from the Contractor. Contractor reserves the right to assess an overhead charge or facility use fee for entry and use to Contractor’s premises for any of Customer’s sub-contractor(s). Any permitted entry of Customer’s sub-contractors to Contractor’s premises shall be subject to clause 5.
9.2. The Vessel’s crew shall be allowed to carry out normal maintenance routine work, if not interfering with Contractor’s program, subject to compliance with clause 5 and Customer’s prior submission in writing and Contractor’s approval of the list of work to be performed by Vessel’s crew.
9.3. Under no circumstances are the Vessel’s crew or Customer’s sub-contractor(s) allowed to carry out any hot work, while the Vessel is within the Contractor’s premises.
9.4. Whenever the assistance of manufacturer’s representatives, experts or Classification Society surveyors is required, Customer shall arrange such services and all expenses incurred shall be for the account of the Customer.
9.5. The Customer shall safeguard and hold the Contractor entirely harmless with regard to any work carried out by the employees, servants, crew, agents or sub-contractors employed or engaged by the Customer.

10. DRYDOCKING

10.1. The Customer shall submit the docking plan of the Vessel to the Contractor, if dry docking of the Vessel is required. The Customer shall ensure that the docking plan submitted is correct, accurately scaled and legible. Dry docking shall take place only after the docking plan is received and accepted by the Contractor.
10.2. Tow lines, wires or cables, if any, shall be properly secured on board the Vessel and shall not be trailing in the water.
10.3. Before docking, the Customer shall advise the Contractor of the docking drafts of the Vessel and submit full information regarding the loading condition of the Vessel, ballast distribution and possible cargo. Under no circumstances may the draft of the Vessel or anything attached to it (whether part of the Vessel or not) exceed the docking drafts.
10.4. The Customer shall be liable for any damage or delay that may occur to the Vessel, other vessels, Contractor’s facility, equipment, or dock, or any third-party or its facility or equipment, due to inaccurate draft, docking plan, incorrect drawings or other documents provided by the Customer or the lack of stability or of seaworthiness of the Vessel. The Customer must expressly notify the Contractor in writing about special circumstances affecting the stability or seaworthiness of the vessel and which could create a risk of damage to the Vessel or her equipment despite proper execution of work by the Contractor.

11. TESTS, TRIALS AND ACCEPTANCE OF WORK

11.1. The Contractor shall carry out only such tests and trials as are necessary for the purpose of determining whether re-delivery to the Customer complies with the contract between the Contractor and Customer.
11.2. The operation of the Vessel, its machinery and equipment in connection with the performance of any tests and trials shall be undertaken by the Customer, with the sole liability and risk of the Customer subject to clause 18.
11.3. Defects and defaults in the performance of the contracted work under the terms of the contract shall be listed in a test protocol to be made by the Contractor and the Customer. The Contractor shall, at his cost, rectify any such defects and defaults before delivery.
11.4. On the satisfactory rectification of such defects and defaults the Customer shall be bound to accept the work, take re-delivery of the Vessel or object of performance and sign at the request of the Contractor a protocol of acceptance.
11.5. Any and all costs for tests and trials including the use of fuel, oils and other consumables shall be for the Customer’s account.
11.6. The Customer must take re-delivery of, or accept, the Vessel or object of performance without delay upon the Contractor’s request. Acceptance shall be deemed to have occurred at the latest upon the Customer making use of the Vessel or of the object of performance.
11.7. If the Customer fails to take re-delivery of, or accept, the Vessel or the object of performance within the time allowed, the Contractor may, after giving notice subject to a reasonable period for acceptance has lapsed unsuccessfully, rescind the contract and/or claim damages at its discretion either in the form of compensation of the loss actually suffered, or – without furnishing proof of loss – in the amount of ten percent (10%) of the agreed-upon contract price. The Customer shall retain in particular the right to prove that the Contractor did not sustain any loss or damage at all or suffered only a significantly lower loss or damage.
11.8. If the Customer fails to comply with the Contractor’s request to collect the Vessel on time, the Contractor shall be entitled – after providing notice in writing to Customer allowing a reasonable additional period to collect the Vessel and advising it of the consequences stated herein – to remove the Vessel and commission warping crews, tugboats and pilots for that purpose at the risk and expense of the Customer.

12. RE-DELIVERY

12.1. Time limits and dates shall be binding for the Contractor only if their binding nature has been expressly agreed upon in writing.
12.2. Agreed time limits and dates are based on working hours according to collective agreements applicable to Contractors. Prerequisite for the timely delivery of items or performance of services shall be the complete and timely fulfillment of all of the Customer’s responsibilities and obligations of cooperation, including but not limited to the timely delivery of documents to be provided by the Customer, the timely provision of the Vessel in a condition allowing the performance of work on her (materials and components including proof of functionality) and the clarification of all commercial (including price agreements) and technical questions. Agreed-upon time limits and dates shall be extended by the duration of any delay in the receipt of payments that are due, including in cases where the Contractor has not asserted the right of retention or the right to withhold performance.
12.3. Subsequent changes of or supplements to the scope of supplies and services shall extend the time limits and dates in accordance with the additional time required therefore.
12.4. If the Contractor is late in completing the Vessel or the object of performance, the Customer may, if it has sustained proven damage, and notwithstanding its right to rescind the contract subject to the statutory provisions for such rescission, claim – while maintaining the contract – compensation for the delay in the amount of 0.5% of the contract price per full week of delay, not to exceed a cumulative total of five percent (5%) of the contract price, while any further claims for damages shall be excluded. This limitation shall not apply if the delay is due to gross fault (willful misconduct or gross negligence) or the violation of any other obligations of the Contractor that are essential to the contract.
12.5. The Contractor shall not be liable if the completion of the work is delayed directly or indirectly by the Customer, his representative(s), agent(s), employees or servants, by the occurrence of a Force Majeure event or series of such events as defined in clause 15, restrictions as to import or export, delay in approval of plans or any other matters where such approval is required to be given by the Customer or others, delays caused by the Classification Society or other bodies whose documents are required, or by any other cause of any kind whatsoever not within the absolute control of the Contractor whether of a kind similar to those specified in the foregoing or of a different kind or by reason of any the aforesaid causes affecting a prior contract into which the Contractor has entered.
12.6. All the aforesaid applies whether or not the above-mentioned circumstances causing delay occur before or after the work should have been completed or re-delivery should have been made.

13. PRICE

13.1. The tender price covers and is related only to the items which have been specified in the Contractor’s tender with enclosures and the Customer’s order, all as confirmed by the Contractor in writing.
13.2. The price for additional work, modifications and changes, including supplies not covered by the tender price, shall be determined, unless otherwise agreed, on a time and material basis according to the Contractor’s Standard Rate Sheet applicable at the time when the work is performed. This shall also apply to any and all work and supplies where a fixed tender price has not been quoted by the Contractor.
13.3. All prices are ex-works and are strictly net excluding any additional ancillary costs not specified in the tender, including but not limited to duties, freight, storage costs, harbor and pilotage dues, and cost of towage.
13.4. In the event of cost increases (for wages, energy, taxes, materials, etc.) occurring between the conclusion of the contract and the time of the performance thereunder, and provided that this period exceeds four (4) months, the Contractor shall, at its reasonable discretion, be entitled to charge a price that has been adjusted accordingly, not exceeding the Contractor’s Standard Rate Sheet applicable at the time of performance.
13.5. Remuneration of tugboats, pilots and warping crews as well as port fees are not included in the Contractor’s prices unless specifically noted in proposal. The Contractor will provide or procure tugboats, warping crews and pilots upon request and at Customer’s expense, but without assuming any responsibility for the risks involved in warping, tugging and towing the vessel.
13.6. Docking fees shall be charged in accordance with the Contractor’s Standard Rate Sheet applicable at the time of performance. The Contractor reserves the right to enter into separate agreements for any cases involving average (vessel damage), the docking of Vessel(s) carrying cargo, or of Vessel(s) of a special design.
13.7. In the event of impossibility of contractual performance on the part of the Contractor, in whole or in part, for reasons beyond the Contractor’s control, the Customer shall owe the pro-rata share of the remuneration for delivered items and services performed up to that point, and for any materials or supplies which have been ordered by Contractor and cannot be cancelled at the time of termination.

14. PAYMENT TERMS

14.1. Unless otherwise agreed the price for the Work is due and payable at date of re-delivery. Payment must be made in cash, banker’s draft, wire transfer, or other form acceptable to the Contractor by or on behalf of the Customer.
14.2. The Contractor may, in its absolute discretion by express agreement in writing with the Customer accept payment for work by installments. Notwithstanding any provisions to the contrary contained herein or in any such express agreement, if any such installment shall remain unpaid after the due date of payment thereof all outstanding installments shall become immediately due and payable.
14.3. The Contractor reserves the right at his discretion to charge to the Customer partial or interim invoices in order to cover costs incurred or to be incurred in connection with the contract.
14.4. Interest at one and half percent per month shall become due and payable by the Customer to the Contractor upon the amount of any unpaid invoice as from the due date of payment.
14.5. Payment of any invoice hereunder must be made in the currency in which the tender price was quoted without any deduction by the Customer whether in respect of discount, set off, counterclaim or otherwise.
14.6. Any objection by the Customer against the amount of any invoice charged by the Contractor hereunder must be made in writing and be sent by the Customer so as to be received by the Contractor within 14 days from the issue date of such invoice by the Contractor. Customer agrees that no dispute thereof shall be raised after the expiration of this dispute period. If the Customer has lodged objections in writing against the amount charged by the Contractor within the aforementioned dispute period, the Customer must within 7 days thereafter discuss such objections with the Contractor, failing which the amount so charged shall be deemed to be accepted by the Customer.
14.7. Customer agrees that any and all charges related to timesheets, unit priced items, or completed fixed-priced items, where Contractor has received a signature from the duly authorized Customer representative are to be paid in full prior to withholding funds for any dispute whatsoever. Customer agrees that any and all amounts due for any item which has been signed for by representative will not be subject to release by bond in the event of an arrest of the Vessel.
14.8. The Contractor shall be entitled to recover from the Customer all costs related to recovery of any outstanding invoice charges, including any interest thereon, and also (if Contractor retains any object or causes it to be attached to enforce such recovery) the cost of maintenance, safe-keeping, insurance, harbor dues, wharfage or storage charges, as the case may be. However, in no event shall the Contractor be obliged to maintain or insure any object retained in connection with recovery enforcement.
14.9. The Vessel or the object of performance worked on by the Contractor shall not be re-delivered until full satisfaction of the Contractor’s claims for remuneration is made. If the return of the vessel or of the object of performance worked on by the Contractor is delayed due to the Customer’s default in payment, any demurrage and other costs shall be at the Customer’s expense. The Contractor shall be entitled, in individual cases, to insist on the full payment of its claims for remuneration upon the undocking of the Vessel, or request the provision of security for the full amount of its claim for remuneration, if and to the extent that Contractor has reason to believe that the Customer will otherwise not satisfy the Contractor’s claim for remuneration, or will not do so in a timely fashion and/or not fully.
14.10. Customer may set off against claims asserted by the Contractor only claims that are undisputed, have been established as final and conclusive, or are ripe for judgment (proven).
14.11. The Customer may assert a right of retention only to the extent that its claim is based in the agreed contractual relationship. Under no circumstances may Customer assert a right of retention against other work performed by Contractor under a separate agreement.

15. FORCE MAJEURE

15.1. Contractor shall not be liable for any delay or failure of performance of any part of this agreement to the extent that such failure or delay is caused by Customer or an event of “force majeure” or “disruption,” including but not limited to, general strikes, lockouts, or other industrial disturbances; acts of God, war, preparation for war; the requirement, urgency or intervention of naval or military executives or other agencies of government; blockade, sabotage, vandalism and malicious mischief, threats of vandalism and bomb scares and insurrection; landslides, tidal waves, floods, hurricanes, tornadoes, and earthquakes, collisions or fires; any delays of subcontractors hired directly by Customer, delays in Customer review/approval of technical information, delays by Customer in furnishing any required drawings or owner-furnished materials, suspension of work for Customer’s failure to pay as required by agreement, disruptions caused Customer’s work, failure of Customer’s representative to provide reasonable assistance to facilitate timely and efficient completion of the work, acts or omissions of vendors and suppliers, or other causes beyond Contractor’s reasonable control. For the duration of the excused performance, the duties of Contractor shall be abated and shall resume without liability thereafter. This shall also apply to measures taken on the basis of the International Code for the security of Vessels and of Port Facilities (“ISPS Code”).

16. WARRANTY

16.1. The Contractor shall, at his own facility, replace any defective material supplied and repair any deficiency in the work performed by the Contractor in accordance with the terms and conditions of this clause.
16.2. The guarantee shall apply only to the work performed and materials supplied by the Contractor and/or by his sub-contractors and suppliers. Any fault or liability with respect to the design or suitability of such work or material is hereby excluded.
16.3. Notice of complaint in respect of defects in materials supplied by the Contractor or in the workmanship of the Contractor shall be given by the Customer immediately upon discovery of such defects and prior to re-delivery. The Customer shall provide the Contractor the opportunity to rectify the defect within reasonable time, which, at the Contractor’s choice, may be through elimination of the defect or the production of a new item.
16.4. Upon re-delivery, the Contractor shall be discharged from all liability for any defects except for those defects in materials and workmanship existing at the time of such delivery which the Customer could not reasonably have discovered before or at the time of re-delivery, provided always that notice of complaint in respect of such latent defects is given in writing to the Contractor within three months from the date of re-delivery.
16.5. The Contractor’s guarantee liability shall be limited to the above-mentioned obligations as to extent and duration. The Contractor shall have no liability whatsoever for any indirect or consequential loss, damage or expense in any way deriving from or connected with the above defects or for defects due to normal wear and tear, overloading, corrosion of the materials, accidents, fire, improper loading or stowage of or on the vessel, mismanagement, or negligence in the use or maintenance of the Vessel or object of performance.
16.6. In cases when the Contractor is liable for defects as provided in this clause the Customer shall be entitled to have the repair work or the replacements effected at any other yard or workshop, if it would mean considerable inconvenience for the Customer to bring the vessel to the Contractor’s yard. The Contractor’s liability shall in such cases be limited to the payment of the actual cost of the repair or replacement of the work but shall in no circumstances exceed the costs of the repair or replacement had it been performed by the Contractor.
16.7. In any case, the Vessel or object of performance shall be taken at the Customer’s cost and responsibility to the place elected ready in all respects for the guarantee work to be commenced.
16.8. When repair work or replacement under this clause 16 has been carried out, no further liability shall rest with the Contractor for any corrected defect(s) or deficiencies.
16.9. With respect to notification of defects, the Contractor is obligated to rectify the defect only after the Customer has paid a portion of the contract price that is deemed reasonable considering such notified defect.
16.10. Any claims and rights of the Customer in connection with defects shall be null and void if the items delivered or services performed are altered, processed or worked on, handled or repaired improperly by the Customer or third parties not authorized by the Contractor.

17. INDEMNITY

17.1. CONTRACTOR SHALL PROTECT, INDEMNIFY AND HOLD HARMLESS CUSTOMER FROM ANY LOSS, COST, DAMAGE, OR EXPENSE ARISING FROM:
17.1.1. ALL CLAIMS BY REASON OF INJURY OR DEATH TO PERSON, OR DAMAGE TO PROPERTY, CAUSED BY, OR ALLEGED TO HAVE BEEN CAUSED BY CONTRACTOR, ANY OF CONTRACTOR’S AFFILIATES, EMPLOYEES, CONTRACTORS OR AGENTS OR GOODS OR SERVICES PROVIDED BY CONTRACTOR,
17.1.2. ANY AND ALL DAMAGE TO THE PROPERTY OF CONTRACTOR,
17.1.3. ANY CLAIMS OR ACTIONS, INCIDENT TO ANY INFRINGEMENT OR CLAIMED INFRINGEMENT OF ANY PATENT IN THE MANUFACTURE AND/OR SALE OF GOODS,
17.1.4. ANY CLAIMS ARISING OUT OF CONTRACTOR’S FAILURE TO COMPLY WITH ANY APPLICABLE LAWS, TREATIES, ORDINANCES, CODES, AND REGULATIONS, AND
17.1.5. ANY CLAIMS OR LIENS ATTACHING TO THE PROPERTY OR EQUIPMENT OF CUSTOMER.
17.2. CUSTOMER SHALL PROTECT, INDEMNIFY AND HOLD HARMLESS CONTRACTOR FROM ANY LOSS, COST, DAMAGE, OR EXPENSE ARISING FROM:
17.2.1. ALL CLAIMS BY REASON OF INJURY OR DEATH TO PERSON, OR DAMAGE TO PROPERTY, CAUSED BY, OR ALLEGED TO HAVE BEEN CAUSED BY, CUSTOMER, ANY OF CUSTOMER’S AFFILIATES, EMPLOYEES, CONTRACTORS OR AGENTS OR GOODS OR SERVICES PROVIDED BY CUSTOMER,
17.2.2. ANY AND ALL DAMAGE TO THE PROPERTY OF CUSTOMER,
17.2.3. ANY CLAIMS OR ACTIONS, INCIDENT TO ANY INFRINGEMENT OR CLAIMED INFRINGEMENT OF ANY PATENT IN THE MANUFACTURE AND/OR SALE OF GOODS,
17.2.4. ANY CLAIMS ARISING OUT OF CUSTOMER’S FAILURE TO COMPLY WITH ANY APPLICABLE LAWS, TREATIES, ORDINANCES, CODES, AND REGULATIONS, AND
17.2.5. ANY CLAIMS OR LIENS ATTACHING TO THE PROPERTY OR EQUIPMENT OF CONTRACTOR.

18. LIABILITIES

18.1. The Customer’s property as defined in clause 18.3 shall remain at the entire risk, liability and responsibility of the Customer at all times and the Contractor shall have no liability to the Customer for any loss or damage of whatsoever nature and howsoever arising or caused, save as otherwise provided herein.
18.2. The Contractor (which expression shall for the purpose of this clause be deemed to include the Contractor’s employees and servants acting within the scope of their employment, agents and subcontractors but not the employees, servants, agents or subcontractors employed or engaged by the Customer) shall only be liable to the Customer when proven that loss or damage has been directly caused by the negligence of the Contractor and such liability shall itself be subject to the limitations and exceptions hereunder.
18.3. The total liability of the Contractor to the Customer (including the liability under clause 16) in respect of loss or damage to the Customer’s property shall be limited in respect of any one event to the sum of US $2,000,000.00. A series of incidents which result in loss or damage to the Customer’s property arising out of the same cause, origin or event shall constitute one event. For the purpose of this clause the Customer’s property, in addition to the Vessel shall be deemed to include also cargo, machinery and equipment removed from/or delivered for the Vessel and/or 6 parts removed from the Vessel for the purpose of being worked upon or prefabricated for installation on or in the Vessel.
18.4. In no circumstances whatsoever shall the liability of the Contractor include any sum in respect of any indirect or consequential loss or damage (whether or not foreseeable) including, but not limited to demurrage, delay, loss of use of the Vessel or loss of profit.
18.5. Any trials or movements, and any damage or injury arising out of such trials or movements of the Vessel shall be at the Customer’s sole risk. The Customer shall keep the Contractor and any subcontractor fully indemnified in respect of any such loss or damage whatsoever claimed by third parties against the Contractor or such sub-contractor howsoever arising.
18.6. All liability of every kind of the Contractor shall, save as provided in clause 16, cease on the re-delivery to the Customer.
18.7. The Customer acknowledges that any manager or operator for the time being and from time to time of the Contractor shall not be liable to the Customer in any way whatsoever in respect of any act or omission by him or the Contractor in connection with the work.
18.8. Tugging and warping of the Vessel shall be exclusively done at the Customer’s responsibility, expense and risk, including during the period of repairs and even in cases where the Contractor provides, procures or charges the equipment and/or workers for this purpose. Tugboat crews, pilots and warping crews are neither persons employed by the Contractor in the performance of its obligations nor its agents.
18.9. The Customer shall be responsible for keeping guard of the Vessel and its cargo, equipment, and fixtures, along with any material supplied by Customer. Customer shall also be responsible for compliance with all regulatory, statutory, and Class Society requirements on behalf of Customer Group. . All other measures required for the prevention of damages (such as draining of piping and tubing and other frost protection measures in winter) and mooring shall also be Customer’s responsibility. When Customer Group performs potentially hazardous work on board, the Customer must ensure that all relevant safety, health, and environmental policies are followed. The Customer must notify the Contractor in writing about any imminent danger.

19. INSURANCE

19.1. Without in any way limiting the indemnities or liabilities described in clauses 17 and 18, the Company shall, during the entire term of the repair period and while at Contractor’s facilities, carry and maintain insurance coverage in amounts no less than the amounts specified below, with reputable insurance companies acceptable to Contractor. On or before the commencement of the Services or arrival at the facility, Company shall provide the Contractor with Certificate(s) of Insurance evidencing the specified insurance coverages and required endorsements.
19.1.1. Worker’s Compensation and Employer’s Liability Insurance in accordance with all applicable laws, endorsed specifically to include (i) Employer’s Liability, including occupational disease, subject to a minimum limit of USD1,000,000.00 or the maximum required by law, whichever is greater; (ii) “Borrowed Servant” endorsement, stating that a claim brought against one Party by an employee of the other Party as a borrowed servant will be treated as a claim against the Party by whom the person is actually employed.
19.1.2. Comprehensive/Third Party General Liability Insurance with the following minimum limits:
Bodily Injury – any one occurrence US $1,000,000
– aggregate US $1,000,000
Property Damage – any one occurrence US $1,000,000
– aggregate US $1,000,000
Said insurance to include
(i) Protective Liability, covering all work let or sublet;
(ii) Contractual Liability, insuring the release, indemnity and assumption of liability agreements contained in the Standard Terms and Conditions above;
(iii) “In rem” endorsement, stating that an action in rem shall be treated as a claim against the assured “in personam”; and
(iv) Completed Operations Liability coverage.
19.1.3. Hull & Machinery and Protection & Indemnity Insurance in respect of the Vessel in an amount being not less than the full value of the Rig which shall include sufficient cover for all costs for salvage and wreck removal, and such policies shall be fully maintained and in effect while the Vessel is at the Facility.
19.1.4. One or more Excess/Umbrella Liability Insurance policies with a combined minimum limit of not less than U.S. $10,000,000. Such insurance shall be over and above the primary liability limits of the above underlying insurance policies (excluding Workers’ Compensation). Any Excess/Umbrella Insurance policy or policies shall carry the endorsements of the underlying insurance policies, as well as those endorsements described below.
19.2. Insurance Endorsements:
Each policy of insurance carried and maintained by the Company under this clause must be endorsed as follows:
19.2.1. Except for the Workers’ Compensation policy identified in item (A), the “Contractor Group” (as defined in the Agreement), shall, be named as additional assureds under all policies required hereby to be carried by the Company to the extent of the liabilities specifically assumed by a Party under the Gulf Copper Standard Terms and Conditions.
19.2.2. The underwriters of all of the above-described policies shall waive all rights of subrogation (whether by loan receipt, equitable assignment or otherwise) against the “Contractor Group”, to the extent of the liabilities specifically assumed under the Gulf Copper Standard Terms and Conditions;
19.2.3. The coverages provided for herein shall be primary to any policies carried and maintained by the Contractor and shall only relate to liabilities specifically assumed by the Company;
19.2.4. To provide thirty (30) days prior written notice of cancellation, material change, or reduction of coverage.
19.3. Deductibles:
That portion of any loss not covered by insurance solely by reason of a deductible provision in such insurance policy or policies shall be for the sole account of the Company, and the Contractor shall be under no obligation for any such deductibles.

20. OLD MATERIALS, PARTS AND EQUIPMENT

20.1. All scrap (replaced parts, materials/substances, etc.) removed in the course of the work shall become Contractor’s property without compensation, unless otherwise agreed in writing.
20.2. Customer must dispose of all toxic substances or any hazardous waste at its own expense and without delay, unless such disposal by the Contractor is included within the work.
20.3. Upon re-delivery the Customer shall, at Customer’s expense, remove from the Contractor’s premises any of Customer’s parts and equipment. If such parts and equipment have not been removed within 30 days from re-delivery, the Customer shall be deemed to have waived its rights to such parts and equipment, which shall thereupon become the property of the Contractor.

21. RESERVATION OF TITLE TO MATERIALS

21.1. The Contractor reserves title to goods delivered and/or installed by Contractor (“Conditional Goods”) until full satisfaction of all claims to which the Contractor is entitled now or later from the Customer under the respective contracts and all claims arising in connection with the business relationship with the Customer, regardless of the cause in law, that have arisen or existed at the time of conclusion of contract, or will arise in the future.
21.2. The Customer shall maintain any Conditional Goods in proper condition and shall – to the extent the Conditional Goods are not built in – store them separately and mark the Conditional Goods as goods owned by the Contractor.
21.3. Upon the Customer’s request, the Contractor shall reassign to the Customer the Contractor’s title to the Conditional Goods and the claims assigned to the Contractor to such extent as the value of such collateral exceeds the value of all claims the Contractor has against the Customer by more than twenty percent (20%).

22. MISCELLANEOUS

22.1. LIENS – Subject to compliance with Payment Terms contained herein, Contractor shall keep all property of Customer free and clear from any and all claims, liens and encumbrances.
22.2. WAIVERS – None of these Terms shall be considered to be waived by Customer or Contractor unless a waiver is specific and is given in writing.
22.3. JURISDICTION – These Terms and any Contract shall be exclusively governed by the laws of the State of Texas, without regard to any conflicts of law principles of said jurisdiction that might require application of the laws of another jurisdiction. The exclusive venue for any Contract dispute shall be in the courts of Harris County, Texas.
22.4. ADDITIONS – Any clause required to be included in a contract of this type by any applicable and valid federal, state or local law or regulation having the effect of law shall be deemed to be incorporated herein.
22.5. ASSIGNMENT – No party shall have the right to assign the contract governed by these General Conditions or any right(s) or obligation(s) thereunder to a third party without the written consent of the other party.
22.6. SEVERABILITY – Should any of the provisions contained in a contract of which these terms and conditions form an integral part, be or become invalid, the remaining provisions of that contract shall remain unaffected thereby. In the place of that invalid provision, the Contractor shall agree on a provision with the Customer that corresponds to the closest possible extent to the purpose of the invalid one in a legally effective manner.