General Conditions

GENERAL

The services, repairs, assemblies, works, installations, works, supply of components, equipment and systems or any other material (hereinafter Work/Service) to be carried out by COTERENA, S.L.U. (hereinafter Contractor), shall be governed by these General Conditions, except in all that which is expressly agreed otherwise in the corresponding offer or in the acceptance of the order and which constitutes the particular conditions of the same. Therefore, any other conditions which have not been expressly accepted by the Client (hereinafter referred to as the Owner/Client) shall be null and void for all purposes.

DRAWINGS AND DESCRIPTIONS

All drawings and technical documentation relating to the Works/Services submitted by one party to the other shall remain the property of the party submitting them.
The Owner/Client shall provide, not later than the date of acceptance, and free of charge, such information and drawings as may be necessary to enable the Contractor to commission, operate and/or maintain the Works/Services.

WORKING CONDITIONS

The Owner/Client shall provide in time all the characteristics of the installations and equipment, as well as ensure that all the necessary conditions are met for the assembly at the Site for the correct operation of the Works/Services.
The Owner/Client shall ensure that:
(a) that the Contractor’s personnel can commence work in accordance with the agreed schedule and work during normal working hours. Work may be carried out outside normal working hours to the extent deemed necessary by the Contractor and the Owner/Client.
b) inform the Contractor, before assembly commences, of any relevant safety regulations applicable at the Site. Assembly shall not be carried out in unhealthy or dangerous environments. All necessary safety and preventive measures shall have been taken prior to the commencement of the erection work and shall be maintained during the erection work.
(c) that the Contractor’s personnel are able to obtain accommodation and food, under adequate sanitary and safe conditions in the vicinity of the Site and have access to internationally acceptable sanitary facilities and medical services.
(d) provide the Contractor with the necessary lifting equipment, auxiliary tools, machinery and power supplies for the performance of his professional duties. The Contractor shall specify in advance of the Works/Services his supply requirements.
(e) to make available to the Contractor the necessary storage facilities, providing protection against theft or damage, for the tools and equipment necessary for erection, and for the personal effects of the Contractor’s personnel.
(f) that the access routes to the Site are adequate for the requirements of transport, equipment and persons.
g) in the case of work abroad, in the event of any illness or accident affecting any of the Contractor’s personnel, whether during the execution of the Works/Services or otherwise, requiring medical attention or hospital treatment, the Owner/Client shall ensure that the best and most appropriate medical facilities and medicines are available to the Contractor’s personnel. Should it be necessary to repatriate a sick, injured or deceased member of the Contractor’s personnel, the Owner/Client shall assist the Contractor in arranging such repatriation in the safest and most expeditious manner.
h) that these General Conditions shall be deemed to have been communicated to the Owner/Client as soon as the Owner/Client is notified of the web page on which these General Conditions are posted or receives an offer from the Contractor indicating the existence of these General Conditions. Alternatively, they shall be deemed to have been communicated if the Owner/Customer has previously received them in the course of its business relationship with the Contractor, and in all these cases they shall be deemed to have been accepted by the Owner/Customer, to all intents and purposes, when placing the order.

All costs incurred under this paragraph shall be borne by the Owner/Customer.

FAILURE OF VESSEL OWNER/CLIENT

If the Owner/Client anticipates that it will be unable to fulfil its obligations necessarily incumbent upon it for the execution of the Works on time, it shall immediately notify the Contractor thereof, stating the reason and, if possible, the time at which it will be able to fulfil its obligations.
If the Owner/Client fails to comply properly within the prescribed period with the obligations necessarily incumbent upon it for the execution of the Works, the following shall apply:
the Contractor may choose to assume the obligations incumbent on the Owner/Client or employ the services of a third party for their performance, or take such other measures as may be appropriate to avoid or alleviate the effects of the failure of the Owner/Client to perform, and the Owner/Client shall bear the costs of such failure.
the Contractor may suspend in whole or in part its performance of the Works/Services. Suspension shall be notified immediately in writing.
if performance of the Contract is delayed due to the failure of the Owner/Client to carry out the preparatory works, the Owner/Client shall nevertheless be liable to pay any part of the Contract Price which, but for the delay, would have been due.

LIABILITY FOR DEFECTS

The Contractor shall remedy any defects or non-conformities resulting from disassembly and assembly faults.
The Contractor’s liability is limited to defects appearing within 6 months of delivery of the Works/Services.
When the defect in a part of the Works/Services has been remedied, the Contractor shall be liable for defects occurring in the repaired or replaced part, on the same terms and conditions as were applicable to the original Works/Services, for an equal period of time. For the remaining parts of the Works/Services, the above period shall not be extended.
The Owner/Client shall notify the Contractor without delay of any defects found. Such notice shall under no circumstances be given later than two weeks after completion of the Works/Services.

The notice shall contain a description of the defect.

If the Owner/Client fails to notify the Contractor of the defect within the time limits referred to in the first paragraph of this Clause, it shall lose its right to have the defect remedied.

The remedying of the defect shall be carried out at the place where the Works/Services are located, unless the Contractor considers it necessary that the defective part or the Works/Services be returned to him for repair or replacement at his premises.
If the Owner/Client has given notice of defect, and no defect is found for which the Contractor is responsible, the Contractor shall be entitled to compensation for any expenses incurred as a result of the notice given.
Unless otherwise agreed, the necessary transport of the Works/Services and/or parts thereof to and from the Contractor for the purpose of remedying defects for which the Contractor is responsible shall be at the risk and expense of the Owner/Client.
Unless otherwise agreed, the Owner/Client shall bear any additional costs incurred by the Contractor for repair, dismantling, assembly and transport if the Works/Services are located at a place other than the stated place of destination.
Defective parts that have been replaced shall be placed at the Contractor’s disposal and shall become the Contractor’s property.
If, within a reasonable time, the Contractor fails to comply with its repair obligations, the Owner/Client may, by notice in writing, fix a final time limit for the Contractor to comply with its obligations.

If the Contractor fails to comply with its obligations within such final time limit, the Owner/Client may, at the Contractor’s risk and expense, undertake to carry out the necessary repair work itself or may engage the services of a third party to carry out such work.

The Contractor shall be liable only for defects which appear in the Works/Service under normal operating conditions.
Except as provided above, the Contractor shall not be liable for loss due to defects. This applies to any loss that the defect may cause, including loss of production, loss of profit or any other indirect loss.
The Contractor shall not be liable for defects in the Works/Services caused by intervention, tampering or switching on of machinery by the Owner/Client without the Contractor’s presence or without the Contractor’s prior written consent.

CONTRACTOR’S LIABILITY

In no event shall the Contractor be liable for any indirect, contingent, special, consequential or incidental damages, regardless of their cause or the circumstances of their occurrence (including, without limitation, for any actual or anticipated loss of profit or revenue, or anticipated savings, punitive or exemplary damages, the cost of substituted equipment or replaced, removed or reinstalled service work not arising under the warranty provided herein, towing charges, pollution remediation costs, costs of docking, diving or underwater work, damage to any vessel, engine room or power plant, yard or any other property (including damage to property owned by the Owner/Client), damage to any equipment or property other than component equipment or spare parts on which the Work/Service was done, caused by such Work/Service, the costs of any additional testing (including, sea trials), removal of debris or for loss of time or use of any equipment, installation system, operation or service). This limitation on the Contractor’s liability shall apply to any liability for failure to perform the Contractor’s obligations under or in connection with the Works/Services, whether based on warranty, failure or delay in delivery or otherwise.
Notwithstanding any other provision of the Contract, the Contractor’s total liability under the Contract shall not exceed 30.00 % of the Contract Price.
The Contractor shall not be liable for any work carried out by the Owner/Client or any third party, even if carried out with the assistance of the Contractor’s personnel. The Owner/Client shall bear the risk of loss of its equipment and other property in connection with the Works/Services, even if such equipment or property is located in premises used by the Contractor.
The Contractor undertakes to use quality materials and workmanship in accordance with normal practice in ship repair. Taking into account that the work is carried out according to the instructions of the Shipowner, either directly or through the supervision of the Classification Society, the Contractor cannot accept any responsibility for the performance of the repaired items and equipment, except in cases where there is express negligence in their execution.

In the event of delays in the receipt of material necessary for the execution of the works, the Contractor may use similar materials and/or elements, subject to the prior authorisation of the Master or the representative of the Shipowner and of the Classification Society.

The Contractor shall remedy in his workshops and at his own expense any defective work or material brought to his attention in writing before removing his workers from the vessel or, at the option of the Owner/Client, shall pay a sum equal to the cost of such remedying in the Contractor’s workshops.
The obligation in 26. above does not extend to parts not manufactured by the Contractor or his subcontractors, nor does it extend to parts which, although manufactured by the Contractor or his subcontractors, have been manufactured in accordance with designs or drawings prepared by third parties, in which case the Contractor’s liability is limited to the proper execution of such designs or drawings.
Equipment or products produced at the Contractor’s or its subcontractors’ facilities shall be deemed to have been delivered as soon as they leave such facilities, even if transport is carried out at the Contractor’s expense.
For the foregoing to be effective, the Client must be notified in order to be able to inspect the goods or products prior to their dispatch.
The goods or products, once dispatched at the Contractor’s expense, shall travel at the Customer’s risk.
Goods or products supplied by the Client shall travel at the risk of the Client and the Contractor shall not be liable for delays or inconvenience caused by the intervention of customs or any other authorities.
The Contractor is in no way obliged to discover hidden defects or deficiencies in design in any part or equipment of the vessel/item under repair. Therefore, the Contractor shall have no liability whatsoever for any damage resulting on the repair work as a consequence of the occurrence of such defects or design deficiencies.
In no event shall the Contractor be liable for consequential damages or damages resulting from loss of time.
Any liability of the Contractor, except as may be set out in the Contractor’s Liability clauses, shall cease after the departure of the vessel, the removal of the Contractor’s operatives from the vessel or the delivery of the items subject to the work to the Client.

INSURANCE, OBLIGATIONS

The Owner/Client shall be obliged to have the vessel, crew and cargo duly insured during the period of repair. If this is not the case, the Owner/Client shall assume all risks covered by the usual insurance policies on the insurance market for this type of risk.
The Contractor shall cover its legal liability for possible damage caused on or by the vessels/elements under repair, under an insurance policy in accordance with the “Ships Repairer’s Liability Clause” coverage, with an insurance company of recognised solvency, up to a limit of two million (2,000,000) Euros.
The risks not covered and those expressly excluded by said policy and clauses shall be borne by the Shipowner/Client.
In the event that the Shipowner/Client wishes to extend these covers, it shall indicate this in writing, and the extra premium shall be paid by the Shipowner/Client.
In no event shall the Contractor be liable for damages resulting from loss of use or loss of profit of the vessel or item being the object of the work.
If due to reasons for which the Contractor is not responsible, it becomes impossible to carry out the repair order in full, the Owner/Client shall pay the Contractor the amount corresponding to the part of the work carried out.
Any testing or movement of the ship/element under repair shall be carried out at the Owner’s risk and responsibility. The Contractor shall have no liability for any loss or damage to the Owner/Client as a result of such movements and tests.

WARRANTY

The Contractor shall repair any defective Works/Services appearing during the warranty period. All warranty claims shall be made in writing without delay, and not later than fourteen days after the discovery of such defect during the warranty period. It shall be the responsibility of the Owner/Customer to establish that his claim is covered by this Warranty.

Performance of repairs under this warranty shall be in accordance with the general conditions described.

The warranty period for Works/Services starts from the date of delivery and ends 180 days thereafter. The Warranty period in respect of Works/Services remade under warranty shall expire after the last day on which the Works/Services were remade under warranty. The warranty for the redone Work/Service shall be subject to the same terms, conditions and limitations of liability that apply to the Work/Service originally performed. Under no circumstances shall the warranty period for any Work/Service (whether original or re-done) be extended beyond the stated date.
The Contractor shall not be liable for any defect which is due to, or arises in connection with:

1) any materials, spare parts, components, tools, power or software provided by the Owner/Client; or

2) negligence or wilful misconduct or improper maintenance on the part of the Owner/Customer

3) parts, accessories or attachments other than those supplied by the Contractor in the performance of the Works/Services

(4) improper servicing, installation or alterations carried out by the Owner/Client

5) normal wear and tear

6) the use of inappropriate materials or supplies by the Owner/Client

7) fluctuations in the electrical network

8) any use, service or operation of any equipment, part or component upon which the Works/Services were performed which is not in accordance with the manuals, instructions or specifications provided by the Contractor, or which is otherwise not in accordance with normal industry practice. The Contractor’s warranty obligation does not include crane service, electricity, scaffolding, docking, diving, underwater work, towing costs, dismantling or erection costs and travel and expenses of the Contractor’s personnel or representatives, and all costs and expenses shall be reimbursed by the Owner/Client to the Contractor where applicable. If the Contractor’s warranty investigation reveals that the Owner/Client does not have a warranty claim within the scope of these conditions, then the Owner/Client shall be responsible for all applicable costs and expenses of such inspection, repaired or replaced components, and any other service work.

In the case of work or services contracted by management in which the work or service management is directed by and responsible to the Owner/Client and therefore the technical decision making is the responsibility of the Owner/Client, no warranties of any kind shall be assumed.

In the works of collaboration with technicians contracted or directed by the Owner/Client or other collaborating companies contracted for this purpose by the same, no type of guarantees will be assumed, due to the fact that the technical direction is the responsibility of the Owner/Client.

PRICE AND PAYMENT CONDITIONS

The prices of the Works/Services, both for personnel and for the use of auxiliary equipment, subcontracting, transport material, consumables, etc., are based on unit rates. The unit rates, which are attached as an annex to the offer of the Owner/Client, are net and do not include VAT or any other tax or duty, which shall be subsequently passed on in the invoice at the corresponding rates.
Orders placed by the Owner/Client for the supply of spare parts, materials, equipment or any other material shall be at the fixed price indicated in the Contractor’s tender.
In the event that a number of hours has been estimated for the different activities that make up the Work/Service, it is indicated that this number of hours is for guidance only, and the hours actually carried out shall be invoiced.
Prior to the commencement of work on the Works/Services, the method of payment shall be confirmed between the Owner/Client and the Contractor. This may be by bank transfer in arrears, by bank transfer (with the Shipowner/Client providing his bank account number) or by Promissory Note with a specified maturity date (which must be sent within one month of the invoice date). The maximum payment term shall be that established in Law 15/2010 of 5 July, which establishes measures to combat late payment, 75 days from the invoice date. Other forms of payment may be considered, provided that both parties are in agreement.
Payment shall be made without any deductions such as non-agreed deductions, discounts, expenses, taxes or fees, or any other deductions.
In the event that the Owner/Client is in arrears with the agreed payments, the Contractor may, at its option, temporarily or permanently suspend the performance of the agreed Works/Services, without prejudice to requiring the Owner/Client to make the overdue payments and to claim additional compensation, if any, for the suspension of the performance of the Works/Services from the Owner/Client.

INSURANCE

Both the Contractor and the Owner/Client shall obtain and maintain comprehensive insurance cover to protect each other’s property and personnel at their own expense.

ASSIGNMENT

Neither party may assign the Contract to any third party. The Contractor may however, upon notice to the Owner/Client, sub-contract the performance of the repair to a third party. The Shipowner/Client must be informed of the identity of the subcontractor.

CONSEQUENTIAL LOSSES

Except as otherwise provided in these General Conditions, neither party shall be liable to the other for loss of production, loss of profit, loss of use, loss of contracts, or any other consequential or indirect loss.

DUTIES, TAXES AND CHARGES

The Shipowner/Client shall pay, where applicable, all duties, withholding and other taxes, customs duties and charges and fees of a classification and inspection society. Any such documentation or approvals required by applicable laws, and any applicable modifications to such laws, shall be the responsibility of, and paid for by, the Owner/Client.

DISPUTES AND APPLICABLE LAW

Any dispute arising in connection with the Contract shall be finally settled under the Rules of Arbitration of the Vigo Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules.
The Contract shall be governed by the substantive law of the Contractor’s country.