Slippurinn Akureyri ehf - General Terms & Conditions
GENERAL TERMS AND CONDITIONS
1.
Scope and definitions
1. Unless otherwise agreed in writing, these general terms and conditions apply in their entirety and are part of the construction contract signed by Slippurinn Akureyri ehf. ("contractor") repairs the work, or the person who orders the work ("customer"), regardless of whether a construction contract is concluded or what type of work it is.
2. These general terms therefore apply to any repairs, maintenance, installation, inspections, repairs, and also new constructions built by the contractor, together with the necessary goods and services related to shipbuilding, including, but not limited to when a ship docks, it is towed and or it is proposed, when the contractor reserves and the contractor agrees that these terms apply to the business relationship. These terms also apply to all design and construction of fish processing equipment, such as fish processing machines, conveyors, etc. Finally, these terms apply to all types of piping as well as all other work undertaken by the contractor.
3. Apart from the owner of the ship ("the owner"), the owner's deputy or the master, the customer can be any company or individual designated by any of the aforementioned parties. If not otherwise agreed in writing, the contact person or project procurement supervisor shall be considered authorized due to their position to order changes to the work, and to order additional work or services.
2.
Scope and implementation of work
1. No work shall be carried out unless it is specifically specified in writing. No order shall be considered binding for the contractor unless it is confirmed in writing and without notice by the contractor for the work in question. This also applies to changes in work and additional services, unless otherwise agreed separately.
2. When the contractor and the client have agreed on the work, the laws and regulations that are in force at the time or that are set by the government or other regulatory bodies are taken into account. Then the agreed delivery time and price shall only satisfy the rules and conditions that apply when the customer's order is accepted. If the requirements of such laws or regulations are changed, Articles 3(4) and 6(2) apply.
3. It is the customer's responsibility to notify the authorities and relevant government authorities of repairs or changes to the vessel if applicable, such as to ensure that work is carried out in accordance with laws and government regulations. The merchant shall pay all costs related to such inspections or the arrival of inspectors and authorities.
4. The work must be carried out in accordance with the contractor's usual practice. Despite this, the contractor shall comply with all reasonable requests from the customer in relation to the content and execution of the work as long as such a request fits within the scope of the work according to the contract and the project specification in the opinion of the contractor. Drawings, explanations and pictures are only intended to fulfill an explanatory role and shall not be binding in detail in relation to implementation. Furthermore, information related to size, weight and quantity shall be considered as criteria.
5. The contractor must carry out the work in a normal and thorough manner and use the agreed materials and materials for this purpose.
6. The contractor is free and authorized to hire subcontractors to complete the work in part or in whole without the customer's consent.
7. If the material specified in the contract is not provided in time, both parties to the contract have the right to demand that a new contract or an addendum to the work contract be drawn up in which the necessary changes that need to be made regarding the work are specifically stated and agreed upon materials to be used in the repair and/or modifications.
8. The contractor is solely responsible for the implementation of precautionary and safety measures, as well as the implementation of laws and regulations that apply to the contractor's activities. If the contractor works on a project outside of his business premises in Akureyri, Grindavík, then the responsibility for the above-mentioned points is transferred to the customer.
9. The contractor's employees and parties on his behalf must respect official and regional precautions and safety measures, laws and regulations, as well as the contractor's procedures and instructions. The business person must instruct his employees and parties on his behalf to follow such rules and instructions, and he is responsible to the contractor for doing so.
10. Apart from the ship's crew, the client is not allowed to employ workers for the work, other than the contractor's workers, unless the contractor has granted a special permission for such. Whatever the case may be, the contractor shall in all cases be informed in writing of the nature, scope, and time limits of the work and the work that the client wishes the ship's crew to carry out themselves.
11. The customer must ensure that the supplies he orders for delivery within the contractor's establishments are in accordance with Icelandic laws and regulations in force at any given time, and furthermore take care if special requirements and rules apply to the establishment. The customer is obliged to report all shipments into the contractor's work area.
12. Taking fuel and pumping oil or water containing oil is subject to the contractor's permission and must be carried out according to his instructions. Pumping shall be defined as pumping to and from the ship, as well as pumping between the tanks of a ship and any other pumping operation on board the ship.
13. All refueling and pumping shall be carried out under the responsibility of the customer. Unless otherwise provided by law or international agreements, the customer shall indemnify the contractor for all damages and costs in connection with oil or chemical leaks from the ship, in cases where conduct has been opposition to the contractor's instructions and where the client or his employees have been negligent in other respects.
14. Cleaning the ship's tanks with chemicals, acid substances, or in any other way within the establishment is subject to the contractor's approval.
15. Work involving painting, such as (non-exhaustive) sandblasting or any other surface treatment or treatment using any other materials subject to environmental laws and regulations may only be carried out by the contractor and his subcontractors within the site, unless otherwise agreed separately.
3.
Delivery time
1. Unless otherwise agreed, work shall be carried out during normal working hours, without overtime and as soon as possible, taking into account other obligations that the contractor has already undertaken on the basis of what was agreed upon. (See also the provisions of Article 4 of the terms and conditions)
2. If a specific deadline for delivery has been agreed upon, that time shall not begin to elapse until the day both parties have agreed on the scope and execution of the work and until the required advance payment or security, as the case may be, has been paid.
3. If applicable, the client must ensure that a ship is available for the contractor at the time and place and in the condition agreed upon between the parties to the contract, so that the work can begin immediately and be carried out continuously until the work is completed. The delivery time does not begin until the customer has fulfilled all the above obligations. If there are delays in the above duties attributable to the customer, the contractor has the right to delay the work until the conditions are met. In that case, the agreed deadline for delivery is extended by as many days as the delay lasted.
4. If the parties agree on changes or additional work during the execution of the work, the estimated delivery date must be changed and a later date negotiated, as the case may be, taking into account the time required for the preparation and execution of the work.
5. The contract is concluded subject to uncontrollable external events that cannot be foreseen and cannot be prevented or controlled by reasonable means on the part of the contractor (Force Majeure). Force Majeure in this sense means, for example, unforeseeable events inside or outside Iceland, such as war or a state of war, conscription, rebellion, epidemic, fire, strike, strike, compulsory reduction of working hours, import or export ban, trade embargo, government actions in the field of foreign exchange and commercial matters, delay in the delivery of parts, material and materials, accessories, goods or services of subcontractors, transport obstacles, energy crisis, removal of undeclared material or other such material to meet government requirements, damage to a ship and its parts or material due to an accident occurring before delivery, lack of workers by the contractor or subcontractor, natural disasters, obstructions due to ice, storms or any other event or consequence of events beyond the control of the contractor. Uncontrollable external events (Force Majeure) also include delays or delays in delivery that can be attributed to faulty casting, scrap metal processing, production mishaps, operational irregularities, disruptions, fires or other causes that the contractor cannot realistically remedy.
6. In case of uncontrollable external events (Force Majeure), the contractor shall be allowed to extend the delivery time amounting to the days lost due to uncontrollable external events.
7. The right to extend the agreed delivery time is available even if the event causing the delay in delivery does not occur until the agreed delivery time has been exceeded. However, such an extension does not prevent liability for the delivery delay that may have occurred before the incident occurred.
8. If a specific delivery date has been agreed upon, the terms above shall apply mutatis mutandis (l. mutatis mutandis).
9. Where circumstances arise which, in the contractor's opinion, will lead to a delay in delivery, the contractor shall notify the customer of such without delay, state the reasons for the delay, and if possible, the contractor shall also specify the likely duration of the delay. The clauses of this provision shall also apply when no specific delivery date has been agreed upon.
10. If a person or persons in the customer's service assist in the execution of the project, the contractor is not responsible for any delays caused directly or indirectly by such person or persons.
11. If the contract specifies a specific delivery time or a specific delivery date and the consequences of a delay have not been specifically agreed upon, then the contractor's liability for such consequences or damage suffered by the customer is limited to the payment of a moderate fine determined taking into account the duration of the delay and the amount of compensation for the work, and can never be higher than 5% of the agreed remuneration for the work without taking into account value added tax.
4.
Capture of ships
1. An agreement to put a ship in a quay is subject to the caveat that it will not be necessary to use a quay due to other absolutely necessary work at the time in question. The contractor is allowed to give priority to damaged ships in distress at his facilities. This article shall also apply to vessels that are hauled up in the facilities of the establishment.
2. The customer is obliged to have a crew on board the ship during the recovery of the ship and to ensure that the equipment used for the work meets the requirements made to it. If this is not done, the contractor reserves the right to collect payment for manning the vessel with its own men and providing the necessary equipment to ensure the safety of the vessel and recording infrastructure. If such measures are taken, it is done in full consultation with the merchant and under his responsibility, otherwise the contractor can refuse to take the ship into the reception structure until the aforementioned conditions are met.
5.
Old material and materials
1. Unless otherwise agreed, all useful material replaced during repairs - excluding heavy engine parts, propellers, drive shafts, etc. as well as unused surplus material, will become the property of the contractor, free of charge.
2. Materials and equipment that are the property of the customer must be removed from the contractor's place of business at the same time as the work is delivered to the customer. The removal shall be done at the customer's initiative and at his expense. If such items are not removed within 30 days of delivery of the vessel, the customer has waived his right to the items, which will then become the property of the contractor free of charge, unless otherwise agreed.
6.
Compensation
1. If the parties have not agreed on a specific price for the work, invoicing shall be done on the basis of a normal business relationship in accordance with the contractor's work and costs.
2. If nothing else has been agreed upon and remuneration for a certain work has been agreed upon, additional work and additional work that exceeds the work agreed upon shall be charged, according to the practices that the contractor works according to due to a normal business relationship. If the scope of the specified work becomes smaller due to changes, the customer shall be reimbursed a proportionate amount of the agreed remuneration.
3. Increased costs due to material and materials, and/or work of subcontractors, shall be debited like other additional work in accordance with the practices and rules of the contractor, unless such is included in the agreed remuneration.
4. The customer shall indemnify the contractor for all additional costs that may arise as a result of delays attributable to the customer, its employees or suppliers.
5. Remuneration for the work is subject to taxes and fees in accordance with Icelandic law, such as value added tax for goods and services sold by the contractor.
7.
Payment
Unless otherwise agreed in writing, the following provisions shall apply:
Skip:
1. During the execution of the work, the contractor is allowed to demand a deposit payment in the amount of approx. 75% of the remuneration for the work done at that time, according to the contractor's unilateral assessment. The outstanding amount of the consideration will then be paid when the ship is delivered to the customer.
2. The contractor has the right to refuse to deliver the ship until full payment has been made by the client. In the event of a dispute over the amount of payment, the Client shall be entitled to demand an adequate bank guarantee or other security for the disputed amount in return for payment to the Contractor for the amount claimed. In that case, the contractor cannot refuse the delivery of the vessel. If the contractor refuses to provide a bank guarantee for the disputed part of the invoice, the client is entitled to demand the delivery of the ship against the payment of the amount agreed upon by the contracting parties and an adequate bank guarantee or other security for the payment of the disputed part of the invoice. The bank guarantee provided by the customer must be handed over to the contractor for approval. Once the bank guarantee has been provided, the customer must seek an arbitration ruling according to Article 16. of the terms within 3 months from the issue of the warranty. If the customer does not do so, the amount of the bank guarantee shall be provided to the contractor. If the contractor has provided the insurance, he can demand that the customer is responsible for the incidental costs. If the business person takes the matter to court, the court shall decide how the costs shall be divided between the parties.
Other works:
3. The customer must pay 40% of the contract amount before the start of the work, no later than 3 days from the order. 55% of the contract amount must be paid before delivery of the work and 5% no later than 30 days after delivery.
4. Any delays in the customer's payments shall postpone the delivery time by the corresponding number of days. The contractor will not deliver the work until 95% of the contract amount has been paid, cf. art. 7.3. above.
5. If the installation of a project is included, the contractor's employees will take care of the installation. It is the customer's responsibility to ensure that all facilities are available so that installation can proceed smoothly.
Common provisions for ships and other works:
6. Disputes relating to the Customer's claims that are not accepted by the Contractor shall be settled in accordance with Article 7.2 as applicable.
7. The payment due date for work performed in accordance with an offer accepted by the customer shall be the date of delivery of the ship to the customer. Due to the issuance of invoices for work on the basis of a normal business relationship (per invoice), which is not due to an agreed fixed fee, the due date shall be 20 days from the date of the invoice.
8. If payment is not received on the payment date, interest is charged from that date and until payment is received in an amount equal to late interest at that time according to the Icelandic Act on interest and indexation no. 38/2001.
9. If the business person does not settle his debts and his accounts with the contractor within 14 calendar days from when a demand for such is made by the contractor, then the contractor is allowed to cancel the contract and demand compensation in accordance with the general rules of Icelandic law, provided that that such debts existed on the date the payment claim was made.
10. The customer is not allowed to pay with a credit balance.
8.
Delivery, transfer of risk and cancellation
Skip:
1. A ship must be delivered and picked up by the customer at no cost to the contractor at the contractor's wharf, in the port of the contractor's shipyard, or at a wharf used by the contractor.
2. Except in the cases covered by article 9.2, the contractor shall be responsible for the repairs and the material purchased in connection with the repairs, until the ship is delivered to the customer. If independent repair works that were agreed upon separately are not completed at the same time, the contractor is allowed to deliver them all at the same time.
Other works:
3. Other works are delivered EXW. Their delivery is governed by the International Rules for the Interpretation of International Trade Agreements (IncoTerms).
4. The work is the property of the contractor until it is paid in full.
Common provisions for ships and other works:
5. Risk shall be transferred to the customer when the contractor has announced that the vessel or the work is ready for delivery.
6. If the customer cancels the work after it has started, through no fault of the contractor, all payments made by the customer to the contractor shall immediately become the property of the contractor. The business person shall then hold the contractor harmless from all damages, by any name, that the contractor incurs as a result of the cancellation.
9.
Tests
1. The contractor is authorized to carry out the tests he considers necessary to determine whether the order has been fulfilled according to the construction contract. The contractor is permitted to use ship's fuel, etc., free of charge for such tests. The Contractor shall give the Customer reasonable notice of the nature and timing of such tests, and, if requested by the Contractor, the Customer or its representative shall be present when such tests take place.
2. During the test voyage, the customer alone bears all risk and responsibility for the ship, its machinery, equipment and all the damage that the ship may cause. The customer also bears the risk of repairs, with the exception of damage caused by the contractor's mistakes or negligence.
3. During the trial voyage, the client shall man the vessel in accordance with the rules and regulations, free of charge to the contractor. In any case, the contractor shall be permitted to have his own personnel operate the ship's machinery.
4. The contractor's representatives shall be authorized to carry out any inspection, measurement or observation on board the ship before and after the tests which the contractor deems necessary for the adequate execution and control of the tests. In addition, such representatives shall have access to all information on previous tests.
5. When the contractor believes that the order and the work have been processed in accordance with the content of the contract, the customer shall be informed of this, and the contractor may request that a time be set for an inspection of the repairs by both parties to the contract. The contractor shall notify the client of this with reasonable notice and the client is obliged to attend that meeting.
6. At the handover meeting, comments regarding defects in the work must be written in a meeting minutes book, and such meeting minutes book must be signed by both parties to the contract. Delivery shall not take place until the deficiencies that may appear in the meeting minutes have been rectified.
7. When the defects referred to in the article above have been satisfactorily fixed, the customer is obliged to accept the work and accept the delivery of the work. At the request of the contractor, the customer shall sign a protocol of final delivery and acceptance in relation thereto. The provision in Article 5 above shall apply with the necessary changes to this meeting, if it is held at the contractor's request.
10.
Drawings etc.
1. Drawings, samples, data on weights and quantities, information on remuneration, etc. which is prepared or presented by the contractor shall be the property of the contractor. The customer is not permitted to use such material to harm the interests of the contractor. This also applies to drawings, etc. which is included in the contract. The contractor may not make drawings, samples, etc. which belong to the customer accessible to a third party without the customer's consent.
11.
Improvements
1. According to the provisions set out below, the contractor must remedy any repair defects that arise due to demonstrable defects in materials, work methods or design.
2. The contractor's obligation to make repairs and other responsibilities only covers verifiable defects that are demonstrated and reported within 6 months of delivery. The Contractor's liability covers only the Contractor's work and elements performed by the Contractor or its subcontractors (including, but not limited to, designs prepared by the Contractor, designs obtained or provided by the Contractor, or designs provided by any person or company other than but to the client or his advisors).
7. In cases where the contractor replaces or repairs a part of the order, a new warranty period begins for that part, subject to article 11.2 above. This article does not apply to other parts of the order and the warranty period is only extended by the period that the ship could not be used due to the defects referred to in article 11.1 above. Notwithstanding the foregoing, the obligation to repair shall not apply to any part of the repair or the repair as a whole for more than 12 months from the beginning of the original warranty period.
8. The same rectification obligation applies to individual parts or materials for the repair that are not produced by the contractor for the contractor's own work. In cases where a broader rectification obligation is imposed on the subcontractor, the contractor is permitted to transfer his rights vis-à-vis the subcontractor to the customer.
9. In cases where the contractor receives a complaint from the customer within the time limit, cf. Article 14 of the terms and conditions, regarding a defect that is subject to a rectification obligation, the contractor - at no cost to the customer and without delay - shall take measures to repair or renew the defective item or carry out the work required to remedy the defect. For that purpose, the business person must ensure that the ship, or the part of the ship that needs to be repaired, is available to the contractor for the time needed for repairs.
10. When the contractor renews defective parts or parts, the old parts and parts become the property of the contractor free of charge.
11. The obligation to repair does not cover normal wear and tear, accidents or damage, or the like, which is the result of incorrect handling. The rectification obligation does not apply if the customer does not follow the instructions of the contractor or subcontractor in connection with processing, maintenance, etc.
12. The same provisions apply to repairs due to the obligation to make improvements as to original repairs and changes according to the order and construction contract, with the exception of what follows from article 11.3
12.
Scope of Warranty
1. In addition to Article 11 above, the contractor shall not be liable for any damage suffered by the customer, including but not limited to damage to the vessel and/or its equipment and/or its cargo or items on board the vessel, whether or not they belong to the customer or to a third party, unless it is proven that the damage can be attributed to the contractor's culpable conduct.
2. Under no circumstances shall the contractor be liable for payment of compensation for loss of profit, time, business or other consequential or indirect damage.
3. The contractor's potential liability shall be limited to the amount stipulated in the contractor's voluntary liability insurance for each incident of loss. A series of accidents resulting from the same mistake or negligent behavior shall in this sense be considered as one incident of loss.
4. To the extent that the contractor may be liable for the customer's use of the repairs or the repaired vessel, the customer shall indemnify the contractor for the liability that the contractor may incur to the extent that such liability exceeds the maximum amount of article 12.3. The customer agrees to allow a court case to be brought against him in the same court that makes a compensation claim against the contractor for a specific repair work.
13.
Insurance
1. The customer must adequately insure the work (the subject of the contract), with title insurance and liability insurance, among other things, for third party claims, while it is in place at the contractor's place of business and facilities. The contractor shall not take out any insurance for the work, the crew, the cargo or the equipment on board (in the case of a ship) or anything else owned by, or for the use of, the client, unless the client requests it formally and in writing, and in such cases, such insurance is at the customer's expense. In special circumstances, the contractor reserves the right to purchase, at the customer's expense and in accordance with the contract with the customer, additional insurance covering the contractor's liability, if any, for damage to cargo on board the vessel.
2. The contractor is not responsible for damage for which the customer insured himself or had to insure himself according to art. 13(1) above.
14.
Complaints and claims
1. Complaints and/or claims regarding materials or work that, in the opinion of the customer, are not in accordance with the content of the work contract, he must submit them as soon as such a defect or other issues are discovered.
2. If the customer does not do so before the delivery of the ship, it has the effect that the contractor is released from all responsibility in relation to the work he has done, although with the exception that it is a hidden defect in materials or work that the customer could not or would have could not be detected before delivery, and must be notified of such a hidden defect within six months from the date of delivery, see also Article 12. of the terms.
3. Complaints and/or claims regarding invoices must be submitted no later than 15 days from the date of issue of the invoice.
4. All complaints and/or claims must be submitted in writing and accompanied by detailed information and justification as appropriate.
15.
Other provisions
1. The contractor has all the non-compliance remedies that general laws and regulations permit at any time due to possible non-compliance by the customer, and no provisions in the construction contract or these terms and conditions can limit the contractor's rights in this respect.
2. These terms apply equally to repairs and changes made by the contractor. When we talk about repair or repair work in these terms, we also mean modification work and work on modifications.
3. The contractor and the customer are not permitted to assign their rights according to the construction contract and terms and conditions without the written consent of the other party.
4. The client shall indemnify the contractor for the costs of all taxes and other possible charges related to the ship, its operation and other matters that do not fall directly under the contractor's shipyard, so that the payment of such charges is his responsibility.
5. Changes to the construction contract together with these terms and conditions between the contractor and the customer will only be made through written addenda signed by both parties.
6. If the provisions of these terms and conditions are incompatible with the provisions of the construction contract between the contractor and the customer, then the provisions of the construction contract shall take precedence over the provisions in these terms and conditions.
16.
Law and Disputes
1. All disputes and disputes between the parties to the contract related to the construction contract with these provisions shall be settled in accordance with Icelandic law, and Akureyri shall be the venue for conciliation and arbitration.
2. This agreement and its interpretation are entirely governed by Icelandic law. All disputes that may arise between the parties as a result of this agreement shall be handled by an arbitration court in Akureyri, which shall be composed of three people. One of the arbitrators shall be nominated by the contractor, one arbitrator by the customer and one shall be nominated by the Northern Eastern District Court, who shall be the chairman of the arbitration. A party must nominate its arbitrator within 10 days of receiving notification from the other party of its decision to refer the matter to arbitration and that it has nominated an arbitrator. The start of arbitration proceedings shall be based on the date on which a party receives notification from the other party about the appointment of an arbitrator. In other respects, law no. 53/1989 on contractual arbitration applies to the arbitration, but that law together with this provision is considered an arbitration agreement between the signed parties. The decision of the arbitration shall be binding and shall not be appealed to the courts beyond what is prescribed in the aforementioned law.
3. If one of the parties to the contract does not appoint an arbitrator, it shall be requested that the Chief Justice of the Northern Eastern District appoint an arbitrator.
4. The contractor is, however, permitted to bring claims before the general courts in the country where the business person is established or the country where the ship may be in order to obtain a final judgment to enforce the contractor's claims.
