TERMS AND CONDITIONS Definitions and Interpretation: "Customer" Means the person or entity making the request for OSMS to undertake the Work. "OSMS" Means Ocean Spirit Marine Services of Abu Dhabi, United Arab Emirates "Work" Means the work and/or the goods and services that the Customer has requested OSMS to undertake on behalf of the customer including (but not limited to) to the Vessel. "Vessel" Means the boat as named and/or numbered on OSMS records as belonging to the Customer and for which the customer has requested work.
Application: Subject to a separate written agreement to the contrary being entered into between the Customer and OSMS, these terms and conditions apply to all arrangements for OSMS undertaking the Work and the supply of goods and services to the Customer. These terms and conditions may be added to or varied by written agreement between the Customer and OSMS including quoted or estimated cost, details of the Work to be undertaken including specifications and quantities, delivery instructions and time periods. Quotes and estimates shall be deemed to correctly interpret the original specifications for the Work given by the Customer to OSMS and are based on the cost at the time the quote or estimate is given. Quotes and estimates unless accepted automatically lapse after 30 days from the date of issue.
Scope of Works and Authorisation: The Customer warrants that he/she/it is the owner of the Vessel or the owner’s authorised agent and that they have the authority to request OSMS to perform the Works. The Customer authorises OSMS to move and store the Vessel by whatever means and in whatever circumstances OSMS considers necessary and appropriate for the performance of the Work. Payment: Unless otherwise specified all prices, quotes, or estimates exclude Goods and Services Tax. Each OSMS invoice shall be due and payable by the Customer within 3 working days of invoice date and prior to handover of the vessel upon work completion. All account balances are payable upon work completion. OSMS may invoice ongoing work at any time.
If payment is not received by OSMS by due date, then, without prejudice to its other legal remedies, OSMS may levy charges based on the overdue monies at a rate of five percent (5%) per annum above the current commercial overdraft rate charged by OSMS’s Bank which default interest may be charged on a day to day basis until all outstanding monies have been paid in full. All legal costs (on a lawyer to client basis) and collection expenses incurred by OSMS in collecting or attempting to collect any overdue amount shall be payable by the Customer. The vessel on which OSMS has undertaken Work or provided goods and services in respect of will not be delivered or otherwise released to the Customer until such time as all outstanding monies in respect of such Work or the provisions of goods and services has been received in cleared funds. Problems of any sort arising after job completion will be treated as new and will be assessed and quoted separately Risk and Title: All risk (including risk of loss or damage to the Vessel) passes to the Customer on delivery of the Vessel by OSMS. The Vessel is delivered to you when made available to you or your agent at OSMS’s premises or other agreed delivery point. No right title or interest in the Work shall pass until OSMS receives full payment for the Work. By agreeing to these terms and conditions the Customer grants a security interest to OSMS for all the Work (including without limitation) all goods, services or materials installed in or affixed to the Vessel by OSMS its employees, and this security interest remains until all outstanding balances are paid.
Limitation of Liability: All conditions, guarantees and warranties expressed or implied by statute, common law, equity, trade customer usage or otherwise, are expressly excluded to the maximum extent permitted by law. OSMS’s liability for breach of any condition, guarantee or warranty that cannot be excluded is limited to the replacement or repair of the defective or non-complying items of the Work that caused OSMS’s liability. Except as provided above OSMS shall not be liable for any loss or damage of any kind whatsoever, arising from undertaking the Work for the Customer including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from or in connection with any matter, act, omission, or error by OSMS its employees, agents and contractors in respect of the Work undertaken by OSMS for the Customer. OSMS shall not under any circumstances be liable for any claim by the Customer for any loss or damage in respect of the Work unless such claim is made in writing by the Customer within three (3) months of the earlier of the following occurring: I. The Work being completed by OSMS; or II. The Vessel leaving the care, custody or control of OSMS.
Force Majeure: Neither OSMS nor the Customer will be liable to the other for any breach of these Terms and Conditions by any extraordinary occurrences which are beyond the reasonable control of the party in question.
Entire Agreement: These Terms and Conditions constitute the entire agreement and supersede and extinguish all prior agreements and understandings between OSMS and the Customer.
Governing Law: These Terms and Conditions will be interpreted in accordance with and governed by the laws of United Arab Emirates and Abu Dhabi Courts will have exclusive jurisdiction over any dispute in relation to the Work.