"Competent Authority" refers to the Classification Society and any regulatory or government body mentioned in the Quotation/Tender
"Completion Date" means the date for completion of the Works stated in the Quotation/Tender or as
extended by any of the express terms of the Conditions.
"Conditions" means the relevant General Conditions.
"Contract" means the agreement between the Principal and Contractor for the execution of the Works constituted by the Contractor's written acceptance of the Order, and any other contract or legal relationship at any time made or entered into between the Principal and the Contractor, and includes the Quotation/Tender, the Specification, the Order and the Conditions.
"Contractor" means Best Confidence Ship Repair LLC; (Herein Called BCSR)
"Claims and Costs" means any actions, proceedings, claims, losses, costs and expenses (including legal costs and expenses on a full indemnity basis), payments, liabilities, fines, damages or other sanctions of a monetary nature (including any penalty payable in connection with any failure to pay or delay in paying any of the same);
"Delivery" means whichever is the earlier of: (a) completion and acceptance of the Works; (b) the Vessel leaving the Yard; (c) the withdrawal of the Contractor's workmen from the Vessel following termination of the Contract by the Contractor; and (d) signature of any protocol of delivery and acceptance.
"Order" means the Principal's acceptance of the Quotation/tender
"Owner" means the registered owner of the Vessel.
"Price" means the sum stated in the quotation/tender as the price payable to the Contractor for the
execution of the Works.
"Principal” Owner or owner representative of the Vessel; has to be confirmed by the owner in written.
"Specification" means the specification of the Works included in the Quotation/Tender
"Quotation/Tender" means the Contractor's priced tender to the Principal for the execution of the Works and includes the Specification.
"Vessel" means the Vessel and any part of the Vessel or any floating structure or part thereof, any cargo, machinery or equipment carried on or removed from the Vessel or structure for any purpose, and any equipment, materials, articles and things within the scope of the Works or in respect of which the Contractor executes, or is to execute, the Works;
"Works" means all services, equipment, materials, articles and things to be supplied or provided, and all works to be done, by the Contractor under the Contract; and
"Yard" means the yard and all the other premises in the United Arab Emirates of the Contractor or of any sub-contractors from time to time employed by it.
(a) "person" refers to any individual, firm, company, corporation, government, state or state agency, association, partnership (with or without separate legal personality), or any combination thereof;
(b) references to the Conditions or other agreements/documents include any amendments, variations, novation’s, or supplements acceptable to the Contractor;
(c) "paragraph" or "sub-paragraph" refers to the relevant part of these Conditions; and
(d) singular words include plural and vice versa.
2.1 The Conditions shall govern the Contract and be incorporated into it. If there's any conflict or inconsistency between the Conditions and other terms, conditions, representations, or warranties (express, implied, statutory, or otherwise), the Conditions will prevail, except to the extent they've been specifically excluded or varied in writing and signed by the Contractor's authorized representative.
2.2 The Tender doesn't constitute an offer from the Contractor, and the Contractor reserves the right to withdraw or revise it at any time to ensure the vessel's safe working or seaworthiness.
2.3 The Contractor's acceptance of the Order is only effective and binding when sent to the Principal via email as Order confirmation.
3.1 The Works will be carried out according to the Competent Authorities' applicable rules and regulations that are published and effective as of the Tender date.
3.2 The Principal will:
(a) obtain and maintain at its own expense all necessary consents, licenses, certificates, approvals, authorizations, declarations, and registrations with Competent Authorities related to the Vessel or Works, to enable both parties to fulfill their Contract obligations;
(b) provide the Contractor with requested documents and information to prove compliance with these obligations
3.3 The Principal will make the Vessel available to the Contractor at the specified time, place, and condition as per the Tender, and ready in all respects to allow the Contractor to start and continue the Works without interruption until completion.
3.4 The Principal and Vessel must comply with all applicable laws, regulations, practices, rules, and instructions at the Yard, including those of Competent Authorities and Contractor-issued guidelines, throughout the Vessel's stay.
3.5 If required materials or equipment are in short supply or unavailable, the Contractor can substitute them with other suitable alternatives.
3.6 The Contractor will modify the Specification at the Principal's request to comply with new Competent Authority rules or regulations published after the Tender date, provided:
(a) For compulsory modifications, the Principal notifies the Contractor in writing, and the Contractor adjusts the Specification after the Principal agrees to changes in Price, Completion Date, and other terms.
(b) For non-compulsory modifications, the Principal notifies the Contractor, who may accept if it doesn't disrupt their planning, and after the Principal agrees to required changes in Price, Completion Date, and other terms.
3.7 If the Principal wants to modify the Specification for reasons other than those in 3.6, they'll notify the Contractor. The Contractor may accept if it doesn't disrupt their planning, and after the Principal agrees in writing to any changes to Price, Completion Date, and other terms.
4.1 The Principal will provide the Contractor with necessary technical information and documentation (like drawings and vessel descriptions) free of charge, as requested, for preparing and executing the Works.
The Principal ensures the Works don't infringe third-party rights and will indemnify the Contractor against claims, costs, or losses arising from such infringement or alleged infringement.
5.1 The Principal will:
(a) insure the Vessel against fire, marine risks, war risks, and protection and indemnity risks with approved brokers and insurers, as specified by the Contractor (approval won't be unreasonably withheld);
(b) provide the Contractor with requested insurance documents and info to prove compliance.
5.2 The Contractor has valid ship repairer's liability insurance covering its Contract liabilities, but isn't obligated to take out other insurance.
If the Vessel isn't adequately insured, the Contractor can:
(a) get insurance in the Principal's name and at their expense,
(b) terminate the Contract under Clause 14.1(b), and
(c) treat the Vessel as abandoned.
6.1 The Principal will appoint a Representative who's fully authorized to:
- approve drawings and documents
- agree to extra work or cancellation of work
- approve additional tenders
- attend Tests and sign test protocols
- accept the Works and sign acceptance protocols
- agree on the final invoice amount
- approve and countersign invoices
- make other decisions and sign documents related to the Works
6.2 The Principal is bound by crew instructions to the Contractor, unless the Representative objects before the Contractor starts the Work.
6.3 If the Principal doesn't appoint (or maintain) a Representative, the Vessel's master will be deemed to have full authority to represent and bind the Principal.
6.4 The Representative attends the Yard at the Principal's risk and expense. The Contractor isn't liable for the Representative's loss or damage, except for death or injury due to the Contractor's negligence.
6.5 The Principal will indemnify the Contractor and hold it harmless against any claims or costs arising from the Representative's attendance or supervision at the Yard, except for liability under 6.3 (Contractor's negligence)
7.1 The Principal needs the Contractor's prior written permission to have any work done on the Vessel by someone else while it's at the Yard. br>
7.2 The Contractor can charge a fee to the Principal for overseeing third-party work permitted under Clause 7.1. The fee will be mutually agreed upon by both parties for each case.
8.1 The Price is ex-works, excluding:
(a) value added tax, sales tax, or duty
(b) import/export costs, customs duties, storage, transportation, towage, harbor/port dues, and similar taxes/charges – all these are the Principal's responsibility.
9.1 Subject to sub-paragraph 9.3 the Price is due and payable at Delivery.
9.2. The Contractor can change or withdraw credit/installment arrangements at any time with notice. They can also ask for part payment via interim invoices to cover costs, payable on presentation.
9.3. If the Principal fails to pay on time, they'll pay 1.5% interest per month on the amount due, compounded at the Contractor's chosen intervals, until paid. Interest is payable on demand.
9.4 Payments by the Principal will be made in the Price's quoted currency, in immediately available funds, to the Contractor's designated bank account, on the due date or demand date.
9.5 The Principal's payment obligations are absolute and unconditional, regardless of any set-off, counterclaim, or other defense, and aren't affected by any failure to obtain/maintain required consents or approvals.
10.1 The Contractor will conduct the specified Tests to confirm the Works are completed as per the Specification.
10.2 The Contractor will give the Representative at least 1 day's notice of Tests. If the Representative doesn't attend, the Principal's right to attend is waived.
10.3 Tests are at the Principal's risk and expense. They'll:
(a) supply personnel to operate the Vessel as instructed
(b) reimburse the Contractor's Test-related costs (fuel, etc.)
(c) indemnify the Contractor against Claims/Costs from Tests.
10.4. If the Representative finds a material non-conformity, they'll notify the Contractor in writing ASAP.
10.5 If the Contractor accepts the non-conformity, they'll sign a test protocol with the Representative describing the issue. Then, the Contractor will fix it at their cost before Delivery.
10.6 If the Contractor disagrees with the non-conformity notice, the dispute goes to resolution under para 17 or 18.
10.7 Once the non-conformity is fixed (or if none was found), the Principal must accept the Works, take the Vessel, and sign a delivery protocol acceptable to the Contractor.
10.8 The Principal agrees Delivery is conclusive proof the Works were completed as per the Contract, for the Contractor's obligations/liabilities, except as provided otherwise 11 The Contractor shall be under no liability whatsoever to the Principal after Delivery.
10.9 After Delivery, the Principal removes their equipment/materials from the Yard at their risk and expense. If not removed within 15 days, they're deemed to waive rights, and the items become the Contractor's property, no compensation given.
11.1 The Contractor will fix defects in the Works due to their defective materials or workmanship. But they're not liable for defects from the materials' manufacture, design, or suitability, or the workmanship's design/suitability.
11.2 The Principal needs to notify the Contractor ASAP about any defects in materials or workmanship, and it has to be before Delivery.
11.3 Upon Delivery, the Contractor's liability is limited to defects under 11.1 that:
- existed at Delivery
- the Principal couldn't reasonably have discovered before Delivery
- the Principal notifies the Contractor about in writing ASAP after discovery, and within 3 months of Delivery.
11.5 The Contractor isn't liable for defects:
- fixed by another contractor (unless appointed by them)
- caused by Principal's/third party's omission, misuse, or poor maintenance
- from wear and tear
- or events beyond their control.
11. 6 If the Contractor's liable for a defect, the Principal can get it fixed elsewhere if:
- it's inconvenient to bring the Vessel to the Yard
- they give the Contractor advance written notice of the fix, time, and place
- the Contractor's liability is limited to the actual fix costs, capped at what they'd have charged at the Yard.
11.7 The Principal takes the Vessel to the chosen repair place at their risk and expense, delivering it ready for the fix. Once the remedial work's done, the Contractor's off the hook for that defect.
12.1 The Contractor isn't liable for any loss/damage to the Principal due to delays caused by Force Majeure Events preventing them from meeting the Completion Date or fulfilling obligations.
12.2 Upon a Force Majeure Event:
- obligations suspended till it ends, Completion Date extended
- Contractor notifies Principal in writing about the event and impact
- After it ends, Contractor notifies Principal and resumes work.
12.3 If the Force Majeure Event:
- lasts over 1 month, OR
- makes completing the Works impossible (Contractor's reasonable opinion)
the Contractor can terminate the Contract with a notice to Principal, no liability.
12.4 If the Contract's terminated under 12.3, the Principal pays the Contractor:
- value of work done before termination
- cost of materials delivered/ordered (become Principal's on payment)
- other reasonable costs incurred expecting completion.
12.5 For the purposes of this paragraph 12, "Force Majeure Event" means any event or circumstance of any kind whatsoever which is beyond the absolute control of the Contractor and whenever occurring or arising (whether before or after the time when the Works should have been completed or Delivery should have occurred) including, but not limited to, any of the following events and circumstances:
(a) any act or omission on the part of the Principal;
(b) any act or
omission on the part of the Contractor necessary for the safety or preservation of any persons or the Vessel or the Yard;
(c) any epidemic or abnormal sickness, difficulty or increased expense in obtaining workers, equipment, materials or transport or any other circumstance affecting the supply of any other articles or things required in connection with the Works, shortage of labour, strike, lock-out, labour dispute or other industrial disturbance (whether lawful or not), irregularity
of abstention from work, cessation or restriction of work or output by any of the Contractor's workmen or any of the workmen employed by sub-contractors, suppliers or transport authorities, whether partial or general, affecting the quality, quantity or delivery of any materials, equipment or services in connection with the Works by short deliveries, defective quality or defects in materials or equipment which would not have been detected by the Contractor using reasonable care, by defective forgings, castings, mechanical processing of parts, whether supplied by the Contractor or its sub-contractors or suppliers;
(d) any war declared or
undeclared, threat of war, warlike operation, terrorist act, blockade, embargo, revolution, riot, insurrection, civil commotion, public demonstration, sabotage, malicious damage, act of vandalism;
(e) any act of God, violent storm, lightning, cyclone, tidal wave, flood, earthquake, landslide or other environmental problem or natural disaster; (f) any fire, explosion, total or partial failure or breakdown of plant, machinery or equipment; or (g) any restriction as to import or export, delay in approval of plans or any other matters where such approval is required to be given by the Principal or others, delay caused by any Competent Authority or other body, compliance with any
law, directive, order, regulation, direction, legislation or governmental intervention or restraint (whether lawful or not).
13.1 The Contractor's liability is limited. They're not responsible for:
- indirect losses
- loss of time, profit, revenue, etc.
- special/consequential losses
They'll only compensate for physical loss/damage to the Vessel/Principal's property caused by their negligence, capped at 100% of the Price (max 750,000 AED).
13.2 The Principal must notify the Contractor in writing about any claim:
- immediately after they become aware (or should've known)
- within 3 months of Delivery
Otherwise, the Contractor's not liable.
13.3 The Principal indemnifies the Contractor for Claims/Costs from the Works, except for amounts the Contractor's liable for under 13.1.
13.4 The Vessel's entirely the Principal's risk and responsibility. The Contractor makes no warranties (express, implied, statutory) about the Works. Principal waives any benefit of such warranties.
14.1 Termination Events include:
- Principal doesn't pay within 5 days of notice
- Principal defaults on obligations (7-day fix period for remediable breaches)
- False representations/warranties by Principal
- Loss of required consents/licenses
- Principal's insolvency, winding-up, etc.
- Repudiation of Contract
- Circumstances making Principal's performance unlikely.
14.2 A Termination Event's a repudiatory breach/breach of condition by Principal, or an agreed terminating event. The Contractor can then exercise rights under para 15.
15.1 At any time after a Termination Event shall have occurred and be continuing, the Contractor may by notice to the Principal: (a) (without prejudice to its right to terminate the Contract under sub-paragraph 15.1[b]) suspend the performance of all or any of its obligations under the Contract, in which case the Completion Date shall be extended for a period equivalent to the continuation of the Termination Event; or (b) terminate the Contract without any liability on the
part of the Contractor.
15.2 Upon termination of the Contract pursuant to sub-paragraph 15.1: (a) all sums from time to time due and to become due to the Contractor from the Principal under the Contract shall become immediately due and payable; (b) the Contractor shall be relieved of all of its obligations under the Contract; and (c) the Principal shall indemnify the Contractor and hold it harmless against all Claims and Costs whatsoever and howsoever arising brought against the Contractor or incurred or suffered by it in connection with such termination.
15.3 In the event of the termination of the Contract pursuant to sub-paragraph 15.1, the Contractor shall be entitled to complete or not complete the Works as it deems fit, and to offer the Vessel for sale by public auction or by private sale or otherwise at the best price reasonably obtainable by the Contractor (with or without advertisement and with or without reserve), for cash or upon credit, in the Contractor's discretion, and on terms that any such sale may be held or conducted at such place and at such time as the Contractor may determine but so that the Principal will have not less than seven (7) days prior notice of such sale.
15.4 In the event of the sale of the Vessel pursuant to sub-paragraph 15.3, the sale proceeds actually received by the Contractor will be applied: (a) firstly, in or towards payment of the amount determined by the Contractor and certified by it to the Principal to be the aggregate of all the Contractor's costs and expenses in connection with the sale including, but not limited to, brokers' commissions, marketing expenses, court fees and legal costs, laying-up and insurance costs, stamp duties, registration fees, taxes, costs and expenses incurred in moving or maintaining the Vessel, in completing the Works or in carrying out any other necessary works or modifications to the Vessel, and any other costs and expenses incurred in respect of the sale of the Vessel; and (b) secondly, in or towards the payment of the amount determined by the Contractor and certified by
it to the principal to be the aggregate of all sums due and payable to the Contractor under or in connection with the Contract including, but not limited to, any sums payable under indemnity provisions in favour of the Contractor and any damages or other compensation (whether for loss of profit or otherwise) payable to the Contractor in respect of the termination of the Contract.
15.5 If the sale proceeds actually received by the Contractor exceed the total amount to which such proceeds are to be applied pursuant to sub-paragraph 15.4, the Contractor shall pay to the principal the amount of such excess.
15.6 If the sale proceeds actually received by the Contractor are insufficient to pay the total amount to which such proceeds are to be applied pursuant to sub-paragraph 15.4, the principal shall, upon demand of the Contractor, pay to the Contractor the amount of such deficiency.
16.1 The Principal agrees that no Contractor's officer, servant, agent, or sub-contractor's liable for any loss/damage. They get the same protections or indemnities as the Contractor.
16.2 The Contractor has a lien on the Vessel and Principal's property in their possession for amounts due.
16.3 Principal's got to indemnify Contractor for Claims/Costs related to enforcing Contractor's rights under the Contract.
16.4 Principal appoints Contractor as attorney to act on their behalf re: Works/Contract matters, incl. selling the Vessel if Termination Event occurs.
16.5 None of the rights and obligations of the Principal under the Contract may be assigned or transferred in whole or in part without the prior written consent of the Contractor.
16.6 The Contractor may sub-contract any part of the Works.
16.7 Time shall be of the essence in relation to the performance by the principal of each and every one of its obligations under the Contract.
16.8 No failure or delay on the part of the Contractor in exercising any power, right or remedy under the Contract or in relation to the Vessel shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of any such right, power or remedy or the exercise of any other right, power or remedy.
16.9 If any term or condition of the Contract is held to be illegal, invalid or unenforceable, whether in whole or in part, such illegality, invalidity or unenforceability shall not prejudice the effectiveness of the remainder of the Contract and each other term and condition or part thereof shall be legal, valid and enforceable to the fullest extent permitted by law.
16.10 The rights, powers and remedies conferred on the Contractor by the Contract are cumulative, may be exercised as often as the Contractor thinks fit and are in addition to, and are not exclusive of, any rights, powers and remedies provided by law.
16.11 Save where expressly otherwise provided in the Contract, any certificate or determination by the Contractor (including, but without limitation, any certificate or determination contained in or evidenced by any invoice issued by the Contractor) as to any amount payable under the Contract shall, in the absence of manifest error, be conclusive and binding on the principal.
16.12 No amendment to or other variation of the Contract shall be valid unless it is in writing and signed by a duly authorized representative of each of the Contractor and the Principal.
16.13 The Tender, the Specification and all drawings, designs, specifications and other information and documentation submitted by the Contractor shall be treated as confidential and shall not be disclosed to any third party without the Contractor's prior written consent or used by the principal other than for the purposes expressly authorized by the Contractor.
16.14 If the Contractor, its officers, servants, agents or sub-contractors shall design any items for the Principal for use in or in connection with the Works then any copyright or design rights created in relation to such items shall vest in the Contractor, and the Principal will, at the request of the Contractor, from time to time do or procure the doing of all such acts and execute or procure the execution of all such documents as may, in the reasonable opinion of the Contractor, be necessary to secure vesting of title to such copyright or design rights in the Contractor.
16.15 Any notice or other communication under or in connection with the Contract shall be in writing in the English language and may be delivered personally or sent by post or e-mail to the address or e-mail address for each party specified in the Contract.
16.16 The written terms of this Contracts comprise the entire agreement between the Contract and the Principal in relation to the subject matter hereof and supersede all previous agreements whether oral or written between the Parties in relation thereto. Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of
any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement. Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.
16.17 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given: if delivered personally, when left at the appropriate address of the addressee; if sent by air mail, seven (7) days after posting it; if sent by e-mail, on completion of its transmission provided the same is received in a complete and fully legible condition; and if sent
by e-mail, when the proper answer-back is received.
17.1 The Contract shall be governed by, and construed in accordance with, Laws of UAE
17.2 Subject to Clause 17.3, any dispute, controversy or claim arising out of or relating to this Contract or breach, termination or invalidity of it shall be settled by arbitration in accordance with the Rules of the Dubai International Arbitration Centre (“DIAC”). The seat of arbitration shall be the Dubai United Arab Emirates unless otherwise agreed by the parties. The number of arbitrators shall be three (3). The language to be used in the arbitral proceedings shall be English.
17.3 All awards of the Tribunal shall be made in writing and shall be final and binding on the parties. By agreeing to arbitration under the Rules, the parties undertake to carry out any award immediately and without any delay; and the parties also waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, insofar as such waiver
may be validly made.
18.1 For tech disputes of fact (e.g., defects in Works), a Dispute Notice starts a 7-day resolution window. If unresolved, para 18 applies.
18.2 Either party may refer the dispute to an independent person agreed by the parties or in default of agreement within fourteen (14) days of the Dispute Notice, to an independent person, experienced as a Marine Surveyor, nominated by the Classification Society, (the "Expert") with a request that the Expert make a report on the technical issues of fact in dispute within twenty eight (28) days of receiving the reference. In any reference, the Expert shall act as an expert and
not as an arbitrator. The costs and expenses of the Expert shall be proposed by the Classification Society and shall be borne equally by the Principal and the Contractor. The conclusions of the Expert's report do not constitute a judgment or award on matters of law.
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