Protec Marine Solutions
Terms and Conditions
Protec Marine Solutions operate under the following terms and conditions save for paragraph 2 (b) in that should customers agreed service standards vary from these terms and conditions then the customer’s service standards take precedent.
STANDARD TRADING CONDITIONS OF PROTEC MARINE SOLUTIONS PTE LTD 2016
(a)“Protec Marine Solutions” shall mean the company providing a qualified surveyor for the services to the customer.
(b) “The customer” shall mean any person upon whose behalf or on whose request Protec Marine Solutions agrees to provide Services.
(c) “Services” shall mean any services whatsoever, whether or not for reward, provided by Protec Marine Solutions.
(d) “This Agreement” shall mean the terms herein.
(e) “File” shall mean a file created by Protec Marine Solutions arising from instructions by the customer.
(f) “Charges” shall mean the charges raised by Protec Marine Solutions (inclusive of disbursements, expenses, costs and any other sums whatsoever recoverable under this agreement.
(a) Protec Marine Solutions shall provide all services to the customer subject to the terms of this agreement. Any changes or additional to this agreement must be agreed in writing between the customer and a director of Protec Marine Solutions.
(b) The terms of this agreement shall prevail over any terms in the customer’s order.
(c) If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement and shall not in any way affect any other circumstances of or the validity of enforceability of this agreement.
(a) The customer warrants that where it is acting as agent, whether disclosed or not, it has authority to contract on the terms of this agreement and that its principal will be bound thereby.
(b) Where Protec Marine Solutions receives instructions from two or more customers or where a customer is acting as an agent on behalf of two or more principals, then each customer and/or principal shall be jointly and severally liable for Protec Marine Solutions charges.
(a) Protec Marine Solutions undertakes to provide the services in a professional manner exercising reasonable skill and care.
(b) Where Protec Marine Solutions is instructed to assess a loss or a claim Protec Marine Solutions shall use reasonable endeavours to advise on the value of the loss and/or claim having reference to local market conditions, transport costs, existing sales agreements and other relevant circumstances.
The Customer acknowledges that any advice proffered by Protec Marine Solutions in respect of the value of any property of whatever nature whether real or personal represents a reasonable market value and may be subject to market fluctuations.
(c) Where Protec Marine Solutions is instructed to inspect premises, conveyances, cargo, vehicles or any other property of any nature whatever whether real or personal for the purposes of assessing the insurance and/or security risk, the customer acknowledges that: -
(i) Protec Marine Solutions will not, unless the contrary is agreed in writing, damage, dismantle, sample or undermine the property. As such, Protec Marine Solutions will not be in a position to assess the structural stability or construction quality.
(ii) Whilst Protec Marine Solutions will make reasonable enquiries in respect of the property, Protec Marine Solutions will rely upon the person or whom such enquiries are made to provide honest and accurate answers.
(e) For the purposes of this agreement, a file shall be considered closed once payment of the Company’s final invoice has been effected. Protec Marine Solutions shall, thereafter, retain any papers collected in accordance with that particular file for a period of two years. Unless otherwise agreed in writing, Protec Marine Solutions shall be at liberty to destroy the papers after the end of the said two-year period. Upon written instructions by the customer, Protec Marine Solutions may return the file to the customer (subject always to Clause 8(I) below) or retain the papers for an additional agreed period. If the papers are to be retained for an additional agreed period, the company reserves the right to charge the customer a reasonable sum for storage of such file.
5. Third Parties and Disclosure of Work
(a) Any report, advice or other communication issued by Protec Marine Solutions to the customer is for use by the customer only (or where acting as agent, the customer’s principal). Any such report, advice or other communication is not to be disclosed to any third party without the written authority of Protec Marine Solutions.
(b) It is hereby acknowledged that any report, advice or any other communication has been prepared for use only by the customer. Protec Marine Solutions accepts no duty of care to any third party who may rely on any report, advice or communication by Protec Marine Solutions.
(c) The Customer hereby agrees to indemnify Protec Marine Solutions for any costs, expenses, claims, fines, penalties, indemnities or any other losses of whatever nature suffered by Protec Marine Solutions arising from or caused by the disclosure by the customer of any report, advice or other communication to any third party.
6. Use of Consultants, Agents or Contractors
Protec Marine Solutions shall be at liberty to use the certified services of agents, independent contractors and/or consultants to perform the services under this agreement.
The customer authorises Protec Marine Solutions to contract such certified agents, independent contractors and/or consultants subject to the trading conditions of the parties with whom such contracts are made.
7. Limitation of Liability
(a) Except in the case of death or personal injury caused by Protec Marine Solutions negligence, Protec Marine Solutions liability howsoever arising under or in connection with this agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed
(i) a sum equivalent to three times the charges
(ii) $500,000 whichever shall be the least.
(b) Protec Marine Solutions shall under no circumstances whatsoever be liable to the customer whether in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the customer of an indirect or consequential nature including, without limitation, any economic loss or any other loss of turnover, profits, business, market share or goodwill.
(c) A director of Protec Marine Solutions and the customer may agree in writing for Protec Marine Solutions to accept a limit of liability in excess of that in clause 7(a) above upon the customer agreeing to pay Protec Marine Solutions additional charges for accepting such an increase in liability. Details of such charges are available from Protec Marine Solutions upon request.
(d) Protec Marine Solutions shall in any event be discharged of all liability whatsoever, howsoever arising, in respect of any service provided for the customer or which Protec Marine Solutions has undertaken to provide unless suit be brought and written notice thereof given to Protec Marine Solutions within two years from the date of the act or omission alleged to give rise to the cause of action against Protec Marine Solutions.
(e) Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond the reasonable control of that party.
(f) The Customer warrants that its instructions to Protec Marine Solutions and any information provided by the Customer to Protec Marine Solutions in connection with the performance of the Services are accurate and correct. The Customer agrees to indemnify Protec Marine Solutions for any claims, expenses, indemnities, fines, penalties or other losses of whatever nature arising by reason of inaccurate or false information supplied by the Customer to Protec Marine Solutions.
(a) Unless otherwise agreed in writing, the Customer shall pay Protec Marine Solutions for the Services in accordance with Protec Marine Solutions standard tariffs. Details of Protec Marine Solutions standard tariffs are available upon request.
(b) In addition to the Charges set out in Clause 8(a) above, Protec Marine Solutions shall charge the customer, and the customer shall pay, for any disbursements and/or other costs or expenses incurred by Protec Marine Solutions in the performance of the Services provided.
(c) Where appropriate Protec Marine Solutions shall, in addition to the charges, add VAT or other applicable tax to the charges.
(d) The charges will be paid in full by the customer via bank transfer or other suitable electronic transfer as otherwise agreed without set-off or deduction.
(e) Payment of the charges shall be due within 30 days of the date of Protec Marine Solutions invoice.
(f) If any sum payable under this agreement shall not be paid when due, the customer shall pay to Protec Marine Solutions interest in accordance with the “Late Payment of Commercial Debts (Interest) Act 1998” at a rate of 8% above the prevailing rate of the London Clearing Banks.
(g) The customer remains liable for the charges until discharged in full even if the customer requests that the Company raises the charges for payment by a third party.
(h) Protec Marine Solutions may request, and the customer shall pay, a sum of money to be agreed by the customer and Protec Marine Solutions on account of costs and disbursements. Such monies on account as are paid by the customer under this clause shall be set against any invoices raised by Protec Marine Solutions. In the event that such monies paid on account exceed the invoices raised by Protec Marine Solutions, Protec Marine Solutions shall account to the customer for the excess payments.
(i) Protec Marine Solutions shall have a general lien over any papers, documents, goods, or money held by Protec Marine Solutions for all claims against and charges owing by the customer to Protec Marine Solutions.
9. Dispute Resolution
If any dispute arises out of or in connection with this agreement, the parties will attempt to settle the dispute by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
10. Governing Law
This Agreement is governed by English law and the parties agree that all disputes arising under or in connection with it and any and all disputes arising from or in connection with its negotiation, its validity or its enforceability or otherwise howsoever shall be exclusively governed by and determined in accordance with English law.
Subject to Clause 9 above the Parties hereby agree that the Courts of England and Wales shall have exclusive jurisdiction in respect of any dispute, suit, action or proceedings which may arise out of or in connection with this Agreement.