CONDITIONS OF CONTRACT FOR SHIPREPAIR / CONVERSION
WORK
Definition
1. The term “Agreement” refers to the contract and/or agreements between the
Shipyard and the Customer for the provision of shiprepair / conversion services and
which the conditions stated herein form an integral part. The Customer in giving the
order to the Shipyard for the Work shall be deemed to have agreed to the conditions
stated herein unless otherwise expressed in writing by the Customer and agreed by
the Shipyard. The term “Shipyard” means PT. MARCOPOLO SHIPYARD and/or BINA
MARINE PTE LTD. The term “Customer” means the Owner of the vessel, the employee,
representative or agent of the Owner of the vessel. The term “Sub-contractor”
includes all persons instructed by the Shipyard to do Work, render services or supply
goods pursuant to this Agreement. The term “Work” includes all services rendered and
materials supplied under this Agreement. It is hereby agreed that where the Owner of
the vessel has not directly and/or personally contracted/negotiated with the Shipyard
under this Agreement the Customer irrevocably warrant that all Works to be carried
out under this Agreement together with all terms and conditions of this Agreement
are authorized sanctioned and approved by the Owner of the vessel who agrees to be
bound and to abide by the same.
Payment
2. Unless otherwise agreed in writing the Customer will pay for the Work in Singapore
currency immediately on completion. Should the sum payable for the work escalate
beyond the initial quoted sum, the Shipyard reserves the right to revise the payment
terms as it deems fit. The Customer shall pay for the Work free of all taxes, bank
charges, exchange control regulations and in Singapore currency. The Shipyard will be
entitled to retain and refuse to release the vessel unless the Customer has paid for the
Work in full. It is hereby agreed that the Shipyard’s docking and/or wharfage charges
and all other incident / ancillary expenses and charges incurred by the Shipyard in
retaining possession of the vessel hereunder shall continue to be chargeable and be
treated as part of the Work for so long as the vessel continues to be subjected to the
Shipyard’s lien for unpaid charges. It is further hereby agreed that in the event the
Customer for any reason whatsoever, unless otherwise agreed upon in writing, fails to
pay for the Work in full within sixty (60) days of the date of the relevant invoice, the
Shipyard shall be at liberty to sell/dispose of the vessel as it deems fit, in satisfaction
on the amount due. If the net proceeds of sale are insufficient to satisfy the
outstanding amount in full, the Shipyard’s right to recover the balance due from the
Customer shall continue to subsist and is not prejudiced. If the proceeds of sale are
more than the amount outstanding, the balance shall be repaid to the Customer.
Where installment payments or progress payments have been expressly agreed to in
writing, the Shipyard’s lien shall also apply for all sums due and owning thereunder.
Page 2 of 10
Without prejudice to the foregoing and Clauses 4 and 16, the Shipyard shall also be at
liberty to cease all further Work under the Agreement until all sums due and owning
are fully paid.
If the Customer fails to pay the final invoice amount or any installment payment on the
agreed date, then the whole of the debt shall become immediately due and payable
without demand and any credit or negotiated reduction previously agreed shall be
deemed withdrawn. In addition, the Shipyard reserves the right to commence formal
proceeding to recover all sums due and outstanding including contractual at the rate
of 1.5% per month on the outstanding balance and costs on a solicitor and client basis.
Change of Ownership
3. The Customer obliged to immediately notify the Shipyard of any intended change of
the ownership during the performance of the Work and while full payment for the
Work remains outstanding. Should there be an intended change of ownership before
the vessel departs the Shipyard, the whole sum shall become immediately due and
payable and the Customer must make full payment for the Work before vessel
departure. Should there be a change of ownership after vessel’s departure, all debts
shall become immediately due and payable.
Deposit, Advance, Progress Payment
4. The Shipyard shall be at liberty at any time to call the Customer to make advance or
progress payments or deposit such sums or furnish such security as the Shipyard may
require as security for the fulfillment of the Agreement by the Customer and in case
the Customer fails to make such advance payments, progress payments, deposit or
furnish the security the Shipyard shall be at liberty to cancel the Agreement without
any compensation to the Customer and without prejudice to the rights or remedies
available to the Shipyard hereunder. The Shipyard also reserves the right to request
for progress payments based on value of Work done to date. Further, the Shipyard
may at anytime during the course of the Work suspend the Work and shall reserve the
right to cancel the Agreement without prejudice to the Shipyard’s claim for loss or
damage incurred when and if the Customer fails to make such advance or progress
payments, deposit or furnish such security as stipulated above.
Interest
5. The Shipyard shall be entitled to charge interest on any sum payable under the
Agreement which is not paid on or before the due date at the rate of 1.5% (one and a
half percent) per month from the due date until the date upon which the payment is
received. All such interest shall accrue on a day-to-day basis and be calculated by the
Shipyard on the basis of 365 days a year. Any payment received from the Customer, if
insufficient to settle in full the principal sum and interest due at the date of receipt of
the said payment from the Customer(s), shall be applied first towards the settlement
Page 3 of 10
of all interest due and only thereafter, towards the settlement of the principal sum
outstanding.
Objections
6. Any objection raised on the amounts charged by the Shipyard must be made by the
Customer in writing and received by the Shipyard’s office within 30 days from the date
of the relevant invoice, failing which the amount charged shall be deemed to have
been accepted by the Customer and no protest / contest thereof shall thereafter be
possible. For avoidance of doubt, it is hereby agreed that nothing in this clause shall
affect the Shipyard’s rights of lien under Clause 7 and the right to retain and refuse to
release the vessel and demand immediate payment in full of all invoiced amounts as
provided in Clause 2, irrespective of whether the Customer has raised any objections
or made any protest to any invoice.
Shipyard’s Lien
7. In addition to any lien to which it may be entitled to by law, the Shipyard will have a
lien on the vessel and all her equipment (whether installed onboard or not), whenever
the same may come into the Shipyard’s possession, for the unpaid cost of work and
additional Work (under Clause 10) on the vessel together with interest accrued (under
clause 5) any other expenses (including but not limited to docking, wharfage,
incidental, ancillary and all other expenses under Clause 11) incurred pursuant to this
Agreement and other outstanding monies due and owning from the Customer to the
Shipyard including monies owing from the Customer for previous projects undertaken
by the Shipyard. It is hereby agreed that any Agreement on the part of the Shipyard to
permit/allow the vessel to leave its yard for any reason whatsoever (including but not
limited to sea trials) shall not prejudice nor be deemed as a waiver of the Shipyard’s
rights hereunder and it is hereby expressly agreed that the Shipyard’s lien hereunder
shall re-attach and apply in the event the vessel returns to the Shipyard’s premises for
any reason whatsoever after leaving the said premises.
Appointment of Sub-Contractors
8. The Shipyard shall have the right to appoint such Sub-contractors as it deems fit or
necessary to carry out any of the Work specified in the Agreement and shall remain
liable to the Customer for the due performance of such Work.
Removals and Renewals
9. Any removals and renewals not mentioned in the quoted Work specifications will be
treated as extra items and charged accordingly. The removals will be replaced as
before as reasonably possible.
Page 4 of 10
Additional Work
