1)           General

1.1)       Once work has been booked, no changes in scope of work can be arranged without prior Management approval.

1.2)       These terms and conditions supersede any other agreements, arrangements or understandings (whether written or oral).

1.3)       Our normal business hours are Monday to Friday 07h00 – 17 h00. An overtime surcharge of 15% shall apply on the overall invoice amount (including any other additional charges) for any operations carried out

-             on a local Public Holiday.

-             or on a Saturday or Sunday.

-             and/or any hours worked before or after the above times noted.

1.4)       All rates quoted are calculated from time that the dive team mobilise / leave the offices into the time of their return i.e. including travel time unless otherwise negotiated.

1.5)       Dive time turn-a-rounds provided are not guaranteed but are to be treated as estimates only. The Company will not accept any liability or responsibility, should any estimated time provided exceed for any reason whatsoever.

1.6)       In regard to any underwater cleaning operations, the quotation and estimated number of days / hours is purely indicative and is subject to:

-             the vessel’s arrival time.

-             the vessel’s arrival draft.

-             the vessel’s fouling status or degree, nature and size of fouling.

-             the actual weather condition and currents experienced during the operation.

1.7)       The quotation provided is on the basis of normal degree of fouling being on the vessel. The Customer agrees that the type and degree of fouling found on the vessel at the time of the initial survey may influence the time frames provided. Further the Customer accepts that the Supplier reserves the right to add additional charges to the final invoice in relation to the excessive fouling found.

1.8)       If any job is completed and there is no cure, payment as per quotation still stands. There is a strict code that the “No Cure No Pay” rule DOES NOT apply.

1.9)       Please note that all scopes of work completed at anchorage are weather dependent. SUSTAINABLE SHIP SERVICES FZCO does not accept any liability for any delays outside of our control including that of the weather.

1.10)     No diving is carried out without the receipt of firm orders in writing.

1.11)     On acceptance of the above quotation, all terms and conditions attached are accepted.

2)           Quotation Validity and Confirmation

2.1)       Unless otherwise agreed in writing, a quotation provided by SUSTAINABLE SHIP SERVICES FZCO may be accepted up to seven (7) days from the quotation date, after which SUSTAINABLE SHIP SERVICES FZCO reserves the right to amend or withdraw without notice.

3)           Underwater Survey

When completing a CCTV Survey all required readings are taken provided there is sufficient access. Sufficient access is classified as the diver being able to insert his arm into the pintle area opening. This is a requirement as it is necessary for the diver to be able to remove any obstacles and/or growth that maybe in his way as well as having a clear view/be able to feel where the readings need to be taken around the pintle area. This allows for the diver to take correct and accurate readings. The dive team will not cut into and/or re-weld any opening on any part of the vessel. Please address these concerns with Management at time of negotiations as certain materials and arrangements will have to be considered before the quotation is finalised. This quotation does not include any costings to facilitate in the cutting and re-welding of any openings unless otherwise stated so.

4)           Hull Cleaning and Propeller Polishing

4.1)       All cleaning is only completed to waterline at the time of the dive teams attendance.

4.2)       SUSTAINABLE SHIP SERVICES FZCO cannot offer live videoing or any video feed of the cart rider or the cleaning process during a hull clean. Not only is this not safe for the diver, the equipment or the vessel, but due to the operation it is very difficult to provide a clear picture during the filming.

4.3)       To ensure that the dive team completes your vessel timeously, a propeller clean is offered during the hull clean process. Should a propeller polish be required, please notify the office during the quotation phase and the Customer understands that this may attract additional time to the estimated time frames.

4.4)       To ensure that the dive team attend your vessels timeously we propose that your vessel arrive and be ready for divers by 6am morning of Day 1 of cleaning. This allows for the dive team to get the full number of days in to clean your vessel speedily.

4.5)       To ensure that the dive team come alongside safely and that the setup process is without any delays your vessel to provide necessary assistance as required by the dive team to ensure that the dive support barge is setup correctly alongside your vessel.

5)           Additional Costings

Additional costings may be charged if applicable. These include and will be added to your final invoice:

-             Overtime if applicable

-             Additional scopes of work if applicable

-             Standby times should the dive team be kept waiting by the vessel, the client or its employees and representatives.

-             Cancellation by reason of client or due to bad sea weather condition (strong current, wind or high swell), the cancellation fees of USD 5,000 shall apply.

If confirmed work schedule is delayed by reason of client or due to bad sea weather conditions (high swell, strong current and/or strong wind), the standby fee of USD 500 per day is to be charged.

6)           Delivery

SUSTAINABLE SHIP SERVICES FZCO shall use reasonable endeavours to complete delivery of the service. However, delivery dates or periods quoted are estimates only and are subject to prompt receipt of all Customer information, other material and permits from the Client necessary to allow SUSTAINABLE SHIP SERVICES FZCO to proceed with the delivery of the service. SUSTAINABLE SHIP SERVICES FZCO accepts no liability whatsoever for any loss or damage suffered by the Client as a consequence of any delay or failure to deliver the service.

7)           Payment Settlement Notes

7.1)       The Client agrees to pay SUSTAINABLE SHIP SERVICES FZCO the fees specified in the quotation in line with this agreement within the set terms of the date of invoice without set-off, deduction or discount of any kind.

7.2)       Unless otherwise agreed to by SUSTAINABLE SHIP SERVICES FZCO in writing, all amounts payable hereunder shall be due to SUSTAINABLE SHIP SERVICES FZCO upfront, before the commencement of the scope of work.

7.3)       Late payment shall incur interest at the rate of 20% per month prorated daily.

7.4)       Should payment be late, any allocated discounts will be revoked, and original invoice amount will fall due.

7.5)       SUSTAINABLE SHIP SERVICES FZCO reserves the right to issue progress invoices for materials and labour expended on work in progress and to place into bond materials that cannot be accepted for delivery on site and invoice the full value thereof.

7.6)       SUSTAINABLE SHIP SERVICES FZCO shall have the right to issue a notice of default, requesting the Client to pay the amount of any fee within the time specified in the notice. The Client will be required to pay SUSTAINABLE SHIP SERVICES FZCO the fees due upon receipt of this notice and pay all reasonable expenses including legal costs incurred in the enforcement of the notice of default.

7.7)       All bank charges are to be for the payer’s account and not to be borne by SUSTAINABLE SHIP SERVICES FZCO.

8)           Price

8.1)       All quotations are exclusive of VAT. VAT will have the meaning of a tax; import or duty on goods, services or other things introduced by a Government Authority before, on, or after the quotation have been given.

8.2)       All quotations are provided as estimation only and should only be relied upon as a guide. The price provided for within the quotation will not include any incidental charges that may not have been made aware to SUSTAINABLE SHIP SERVICES FZCO and or by a SUSTAINABLE SHIP SERVICES FZCO supplier.

9)           Site Charges and Assumptions

9.1)       Charges for work performed are based on having continuous, uninterrupted and unhindered access to the required personnel, equipment, facilities and areas where the work is to be carried out, including access to the bridge and engine rooms to complete the lock out procedures.

9.2)       The Client agrees to pay for all additional costings arising from terms 5 above and any alteration to the specifications required by the Client including any interruption or delays by the Client, its employees, agents or other trades during the course of the work performed.

9.3)       If SUSTAINABLE SHIP SERVICES FZCO is delayed in reaching completion of the services by the date agreed between the parties by an event outside of the control of SUSTAINABLE SHIP SERVICES FZCO and their dive personnel, including all those listed above, SUSTAINABLE SHIP SERVICES FZCO shall be entitled to a reasonable extension of time to complete the services.

10)         Customer Responsibilities

10.1)     The Client shall advise SUSTAINABLE SHIP SERVICES FZCO of the existence of any concealed pipes, wires and cables for water, gas, electricity, telephone or other services affecting the premises and shall confirm the location of such services to SUSTAINABLE SHIP SERVICES FZCO workers before work commences. In the absence of such notice, SUSTAINABLE SHIP SERVICES FZCO accepts no liability for any loss or damage to such services or any other consequences thereof and the Client agrees to indemnify SUSTAINABLE SHIP SERVICES FZCO against any claim whatsoever for any loss or liability under this clause.

10.2)     The Client shall ensure that the premises including the vessel must at all times be a safe working environment and, without limitation, will not contain asbestos or similar hazards. The dive site will not be contaminated by discharging of unhealthy substances including but not limited to dirty ballast water or any other substance that may seem to be dangerous or harmful to the dive team.

10.3)     Provide the Supplier and its authorised agents, employees, consultants and sub-contractors access to the Vessel and / or job site and other facilities as required by the Supplier. Should this not be provided timeously and within reason, it may result in Standby Charges being raised.

11)         Liability

11.1)     In entering of this contract, the Client does so not only on its behalf, but as agents and trustee for all of its contractors, servants, sub-contractors and agents, the vessel, the master, the owners and any charterers.

11.2)     The Client shall defend, indemnify and hold harmless SUSTAINABLE SHIP SERVICES FZCO from and against all claims, costs and demands whatsoever and by whosoever made in relation to or arising out of the goods and services provided, in the excess of the liability of SUSTAINABLE SHIP SERVICES FZCO under the terms of these conditions and without prejudice to the generality of this clause, this indemnity shall cover all product failures, claims, costs and demands arising from or in connection with the negligence or wrongful or deliberate acts of SUSTAINABLE SHIP SERVICES FZCO, its contractors, servants, sub-contractors and agents. The Company’s liability under this agreement shall in no case exceed the price paid.

11.3      SUSTAINABLE SHIP SERVICES FZCO reserves the right to stop or halt diving operations should the supervisor or management on site consider in their absolute discretion that the scope of work has become unsafe to continue.

12)         Title / Risk of Loss / Insurance

The risk or loss of goods shall pass from SUSTAINABLE SHIP SERVICES FZCO to the Client when the goods or component parts, whether manufactured by SUSTAINABLE SHIP SERVICES FZCO or another supplier are placed in the possession of the Client. The Client shall provide all necessary insurance to be for no less than the total amount owing to SUSTAINABLE SHIP SERVICES FZCO with loss first payable to SUSTAINABLE SHIP SERVICES FZCO.

13)        Defaults

In the event of the Customer’s refusal to accept a shipment or other default, SUSTAINABLE SHIP SERVICES FZCO, at its discretion and option shall be entitled to retain all monies paid by the Customer on accounts as liquidated damages. If the Customer fails to make any payments when due, or if there is a breach of any covenant or agreement by the Customer, or if SUSTAINABLE SHIP SERVICES FZCO deems itself insecure, then the Customer shall be deemed in default and SUSTAINABLE SHIP SERVICES FZCO shall have, at its option, the right to take immediate possession of the goods, and or declare all unpaid amounts immediately due and payable and or suspend shipments to the Customer. SUSTAINABLE SHIP SERVICES FZCO shall be entitled to settle for any amount owed by the Customer or any of the Customer’s related entities against any amount payable to SUSTAINABLE SHIP SERVICES FZCO in connection with any unpaid monies due to SUSTAINABLE SHIP SERVICES FZCO. A waiver by SUSTAINABLE SHIP SERVICES FZCO of any breach or default shall not constitute a waiver of any subsequent breach or default.

14)         Force Majeure

14.1)     SUSTAINABLE SHIP SERVICES FZCO will not be in breach of this Agreement or liable to a party if it fails to perform or delays in performance of any obligation as a result of any event whatsoever beyond its reasonable control  including but not limited to strikes, industrial disputes, fire, flood, acts of god, war, vandalism, weather or sea conditions of any kind, sabotage, riot, national emergency, embargoes or restraints, extreme weather or traffic conditions, temporary closure of roads and ports, legislation, order or other act of government.

14.2)     SUSTAINABLE SHIP SERVICES FZCO will not be held liable and will be relieved of its responsibilities to perform a scope of work should the Force Majeure clause be implements. However, the dive team will postpone the operations to when the force has been lifted and the divers are able to perform their duties again. SUSTAINABLE SHIP SERVICES FZCO will not be held liable for any delays or fines this may impose on the Vessel, its agents, employees or representatives.

15)         Acceptance

These terms and conditions shall be deemed binding on the Customer by its purchase of products/services from SUSTAINABLE SHIP SERVICES FZCO and any disputes will be determined in London arbitration applying English law, LMAA Terms, before three arbitrators.