I. Initial provisions
- General Terms and Conditions of Services herein and after referred to as OWU specify rules of Services supplied for the Ordering Party by Polskie Ratownictwo Okrętowe Spółka z ograniczoną odpowiedzialnością [Polish Ship Salvage Co.] with its registered office in Gdynia (81-558), ul. Miodowa 26, entered into the Entrepreneur Register of the National Court Register maintained by the District Court Gdańsk-Północ in Gdańsk, VIII Commercial Division, under number KRS 0000616517, REGON: 000144880, NIP: PL586010439, herein and after referred to as PRO or Contractor.
- According to the Contract for Services Supplied with the Floating Vessel “MAJA” (herein and after referred to as “Contract”) the Ordering Party orders Services specified in the Contract to be supplied by PRO in compliance with the provisions of the Contract and those of the OWU and undertakes to make payment for the performed Services according to the terms of the Contract and those of the OWU.
II. Terms and conditions of supplying Services
- The title for Services to be supplied by PRO shall be:
- Date and time of supplying the Service shall be established by the Parties, to be a minimum of 24 hours in advance. PRO has the right to refuse acceptance of the Service performance without giving any reason. PRO shall establish the maximum period of Service supply according to the particular Contract.
- The Ordering Party shall accept these OWU by signing this Contract. If the Ordering party makes advance payment for Services before signing this Contract by both Parties, this advance payment shall also mean acceptance of terms and conditions of Services specified in these OWU by the Ordering Party.
- The Ordering Party, before signing this Contract for Services, shall be obliged to deliver the following to PRO:
- The abovementioned Service and Order for Services may be drawn up and delivered to PRO in any form allowable by law i.e. particularly in form of a letter, by e-mail or in oral form.
- Service Supply Plan, within the discretion of the Parties, may be included in Item 8 and 9 of the Contract or constitute a separate document. In the case when the Plan of Services or Order for Services are drawn up as separate documents, they will constitute integral part of the Contract.
- In cases of urgency and under great time pressure the Service may be performed by PRO for the Ordering Party on the basis of the Order for Services. When PRO has undertaken to supply the Services for the Ordering Party, they will be performed according to the terms and conditions specified in the OWU that are binding for both Parties.
- The Ordering Party shall be fully responsible for errors, vagueness and inaccuracies in documents specified above in Section 4 Items a and b. The Ordering Party shall be responsible for failure to deliver or delivery after the time required by PRO of the documents and statements necessary for accounting and tax settlements of the performed Services and for any losses arisen from this. In a situation of necessity for PRO to incur additional costs (including taxes and other charges) due to the lack of documents mentioned above, the Ordering Party shall be obliged to pay any costs arisen from this title and shall release PRO from any liability towards third parties.
- Within the course of performing the Service the Ordering Party shall be obliged to ensure its duly empowered representative – the Ordering Party’s Representative. It is deemed that the person designated as the Ordering Party’s Representative holds appropriate powers to represent the Ordering Party during performance of the Contract.
- The Ordering Party, by signing the Contract, declares that it has acquainted itself with technical condition of the floating crane MAJA and that of the fittings, fixtures and riggings on board the Crane (herein and after referred to as “Crane”). In case of necessity to use other or additional riggings such as shackles, sling lines, traverses, shifting beams, dynamometers and other, the Ordering Party shall prepare them within its own discretion and on its cost and shall present them to PRO for acceptance before starting the Service.
- The Crane may not work:
- Should any other provisions not be agreed between the Parties in the Contract PRO, within the scope of the performed Services, shall not do, shall not incur costs nor shall be liable for, in particular:
In case of necessity to perform operations described above in Items a – k, costs and risk of their performance shall rest in full with the Ordering Party.
- The Ordering Party shall ensure, on its own cost and risk, participation of the following persons in the performance of the Service:
The Ordering Party shall guarantee that the persons mentioned in Items a-g shall hold relevant qualifications required by the provisions of law.
- With regard to the safety of people, cargo and that of the Crane PRO shall have the right to impose additional restrictions and requirements for the operation of the Crane.
- In case of exceeding safe parameters of the Crane operation, performed Services shall be immediately discontinued. The Ordering Party shall not have rights to claim against PRO regarding the above mentioned case.
- In case of icing prevailing at the place of the Crane operation or along the route between the place of stay and the place of the Crane operation, the Ordering Party, upon PRO request and the Ordering Party’s cost, shall ensure tugs assistance.
- The Ordering Party shall be obliged, on its own cost and risk, to ensure any other work and operations (including those with participation of other entities) not reserved directly for PRO in these OWU, if they prove to be necessary for correct and safe performance of the Services.
III. Rules regarding Remuneration for the performed Services
- Remuneration due to PRO for the supply of Services shall be calculated according to the Service Price List as charges for the Crane’s working time. The charges for the Crane’s working time shall be calculated on each one commenced hour basis according to the Service Price List. The charges may not be split into parts.
- The Crane’s working time is calculated from the moment of lifting the Crane’s boom till the moment the boom has been put down. Time necessary to put on riggings on the Crane’s hook, taking of or change of the riggings is included into the Crane’s working time.
- The term “Crane’s delivery”, mentioned in the Contract, is understood as all operations necessary for the Crane to arrive to the place of work, its preparation for work or preparation for work if the Crane has already been at the place of work before staring the work. PRO shall not be responsible for failure to deliver the Crane on time, and the Ordering Party shall not have the right to claim against PRO in this respect.
- The waiting time for the Crane to commence the work stars at the moment when the Crane has moored along the quay specified in the Contract or at the moment when the Crane has arrived to the harbour basin or channel at the quay specified in the Contract if mooring to it was possible, however, not earlier than at the time agreed in the Contract.
- All stoppages before starting work or during the work not caused by PRO shall be calculated into the Crane’s working time or demurrage charges.
- The weight of cargo is deemed to be its gross weight, i.e. the weight of cargo including riggings for lifting, packaging and other elements lifted together with the cargo. The cargo weight shall be determined according to the readings of a counter fitted on the Crane.
- In the case when the Crane works with weight of various weight ranges specified in the Service Price List, the charges shall be calculated possibly in proportion to the time used with handling cargoes of a given weight range, and the time of changing cargo range is deemed the moment when the slings have been taken out of the hook or disconnecting shackles, if the slings are not to be changed.
IV. Acceptance of Service performance and remuneration
- PRO shall not be responsible in case of any damage arisen as a result of the Service performed in compliance with the Service Supply Plan, with the Order to Supply the Service or in compliance with instructions and guidelines of the Ordering Party’s Representative or persons that the Ordering Party engages during the performance of the Service. The Ordering Party shall release PRO from any liability towards third persons for any damage arisen in connection with the performance of the Service in compliance with the Service Supply Plan, with the Order to Supply the Service or in compliance with instructions and guidelines of the Ordering Party’s Representative or persons that the Ordering Party engages during the performance of the Service
- PRO shall not be liable in case of any damage arisen as a result of the performance of the Service in a situation of any change, by the Ordering Party or the Ordering Party’s Representative during the performance of the Service (or before its performance, but after signing the Contract), of any parameter specified in the Contract (i.e., in particular, the place of Service performance, scope of the performed service, conditions and methods of supplying the Service or any other particulars). In such a case the Ordering Party shall be obliged to release PRO from any liability towards third persons for the damage arisen in connection with the performance of such a Service.
- PRO shall not be responsible in case of any damage arisen as a result of the Service performed in case of the lack of the Service Supply Plan, lack of the Order to Supply the Service or lack of instructions or guidelines from the part of the Ordering Party’s Representative or persons that the Ordering Party engages during the performance of the Service. The Ordering Party shall release PRO from any liability towards third persons for any damage arisen in connection with the performance of the Service in case of the lack of the Service Supply Plan, lack of the Order to Supply the Service or lack of instructions or guidelines from the part of the Ordering Party’s Representative or persons that the Ordering Party engages during the performance of the Service.
- The Ordering Party shall be responsible for any work carried out outside the Crane’s sides. The Crane’s crew may only work on the Crane’s deck and may not carry out work aloft.
- The Ordering Party shall be fully liable for any damage to the cargo sustained during the performance of the Service. PRO shall not be liable for the cargo, its packaging and securing, nor for any property entrusted during the performance of the Service. The Ordering Party shall be obliged for cargo insurance.
- PRO shall be released from the duty to perform the Services covered by the Contract and under the terms and conditions contained in the Contract, and also shall not be liable for failure to perform the Service nor for its improper performance nor for any damage arisen in connection with failure to perform or improper performance of the Contract, and in particular as follows:
- PRO may refer to Force Majeure if this has affected other entity obliged to supply the Service necessary for execution of this Contract.
- In the case whereby due to atmospheric conditions or any other incident/accident over which PRO has no control, performance of the object of the Contract is not possible, PRO will withdraw from performing the Service or will commence performance of the object of the Contract within the nearest time of Crane availability, what will be communicated to the Ordering Party.
- Any risk and liability regarding performance of Service resulting from possibility of occurrence of the circumstances mentioned in Items 6-8 above, including the risk of incurring additional costs caused directly or indirectly by those circumstances, shall be charged upon the Ordering Party. In the case when PRO has not performed the Service or has withdrawn from its performance the Ordering Party shall have no right to claim against PRO. The Ordering Party shall be obliged to incur any costs arisen in the abovementioned situations and shall release PRO from any liability towards third parties.
- PRO shall be liable exclusively for damage constituting real losses, excluding lost benefits.
V. Acceptance of Service performance and remuneration
- Confirmation of the Service performance according to the Contract shall be Protocol of Service Acceptance (herein and after referred to as Protocol) signed by the representative of PRO. Date of Service performance shall be the date of signing the Protocol by the Representative of PRO. If a few Protocols have been drawn up with respect to the Service covered by a single Contract, it is the last Protocol that shall constitute confirmation of completing all Services covered by the Contract and it shall be the title for settlement of PRO Remuneration.
- PRO shall make up Calculation of Remuneration due to PRO according to the Protocol and relevant PRO Price List. The Calculation shall constitute Enclosure to VAT invoice.
- Remuneration shall be payable within 14 days from the date of signing the Protocol by the Representative of PRO on the basis of the issued VAT invoice to the PRO bank account. Date of payment shall be the date of crediting the Remuneration on the bank account. In the event of delay in payment for invoices, PRO may charge statutory interests for such a delay.
- If the same Ordering Party orders another Service with PRO, date of payment for invoices issued for the completed Services shall be shortened to the date of the next Service performance. PRO may suspend performance of the subsequent Service till the payment for the preceding Service has been made even if the date of payment specified in that invoice has not elapsed.
- PRO may demand an advance on the ordered Service.
- Obligatory exchange rate for currency conversion with respect to the Service shall be average rate of NBP – Table A announced on a last working day prior to the day of Service performance.
- The Ordering Party, apart from the remuneration due to PRO, shall incur any other costs related to Service, including port charges, berth charges, costs of possible permissions, costs for issuing other documents and activities necessary to perform the Services which have not been included in the Contract or OWU explicitly reserved for PRO.
VI. Termination of the Contract
- The Ordering Party may, before commencing the Service by PRO, resign from the order. In this situation the Ordering Party shall be obliged to inform PRO, as soon as possible, in a written form and by e-mail or phone about resignation and shall be obliged to pay fee for resignation in the amount specified in the Contract within the period of 3 days from the date of such resignation.
- PRO may terminate the Contract with immediate effect if there are grounds to file a bankruptcy petition of the Ordering Party, in case of opening an arrangement proceedings or putting the Ordering Party into liquidation. PRO may also terminate the Contract with immediate effect in case of breach of any terms and conditions of the Contract by the Ordering Party. In the case of termination of the Contract by PRO following the course mentioned above, the Ordering Party, regardless of due remuneration for Services, shall pay to PRO contractual penalty in the amount of the fee agreed for resignation from the order by the Ordering Party.
VII. Final Provisions
- Any changes and additions to the Contract may be executed in a form of written annex, otherwise shall be null and void, only upon the consent of both parties, unless this OWU or Contract provides otherwise. Any changes within the scope and type of Service, place and method of its performance adopted during the Service supply and not confirmed in a written annex, shall be confirmed in Protocol of Service Acceptance.
- Matters not provided in this Contract and OWU shall be governed by the provisions of the Civil Code.
- If any of the provisions of the Contract or OWU are invalid or unenforceable, it shall not affect the validity of the remaining provisions. In this case the Parties shall replace the provision considered invalid or unenforceable by another lawful provision that establishes the closest possible business target and reflects original intentions of the Parties.
- The Parties have agreed that court having jurisdiction over the PRO registered office shall be competent to decide in any disputes that may arise between the Parties to the Contract.
- The parties have pointed out that addresses for deliveries are the same as specified in the Contract. In the event of change of addresses, the Party affected by the change shall be obliged to inform the other Party about this fact in a written form and immediately.
- The Contract and OWU may be drawn up in two languages: Polish language and English language. In the event of doubts in interpretation the Polish version shall be overriding.