General Terms of Shiprepairs governing the relations between shipowners/managers (customers) and shiprepairers in Emden (summary and non-authorized translation)
1. Offer, Order, Confirmation of Order, Scope of Order, Performance of Work, Representation
1.1. Repairers’ offers are without obligation. They are based on performance of work during straight working hours, and they do not include unforeseen difficulties. Unforseen increase of cost of material, wages, freight, taxes, etc. will be charged additionally to the customer. Scrap and used material unsuitable for reconditioning become repairers’ property without extra credit.
1.2. Customers’ order requires written confirmation by repairers to be become valid. As fare as the scope of work is not fixed in writing prior to commence or is extended during performance of work, then the repairer shall make a specified work report, which has to be signed by vessel’s command.
1.3. Repairers advise customer with regard to scope and way of performance of work, but the customer has to decide thereon and to bear the risk of such decision.
1.4. Customers’ local representatives such as master, chief engineers, officers, superintendents, and owners/managers’ local agents are authorized to accept and to give declarations on customers’ behalf and their knowledge thereof single or together shall be deemed as customers’ knowledge.
2. Customers’ Loyal Liability to Cooperate
2.1. The customer has to present his vessel at his risk and cost at the agreed time and at the agreed berth in a condition to enable undelayed commence of work. So far for such purpose the repairers provide or order tugs and/or a shifting crew, this is done at customers’ cost and risk.
2.2. The customer solely without interruption and without limitation remains responsible for the seaworthiness, stability and control of this ship and her cargo during the period of repairs.
2.3. The customer has to provide necessary information and documents such as plans etc. at this cost and risk and to make necessary decisions without delay.
2.4. The customer has to make available necessary assistance of ship’s own facilities (cranes, winches, etc.) auxiliary means (special tools etc.) and material (special spares etc.) at his cost and risk to achieves quick and good as possible completion of work.
2.5. On occasion of welding and hot work the ciustomer has to provide at his cost and risk an experienced fireguard with fireextinguisher-equipment and -agents in accordance with the circumstances. Safety- or fireguards eventually provided by repairers act under the command and control of the customer and his delegates.
2.6. The customer has to keep repairers free from claims of crew and others including those in charge with vessel’s cargo.
2.7. The customer has to maintain or sign an insurance to cover his risk suiting out of these terms.
3.1. Repairers’ demands are due for payment on completion of work and are payable on presentation of invoices. If the work requires more time, advanced payments according to progress of work have to be made.
3.2. If payment is delayed, interests of 1% for each beginning month fall due without further notice.
3.3. Counterclaimes and retention against repairers’ demands are excluded.
4. Delivery Term, Withdrawal from Contact
4.1. Force majeure and all circumstances that substantially impede or make impossible the competition of work for the repairers and their subcontractors, prolong the agreed time for the period hindrance and entitle the repairers to withdraw from the contract. In the latter case the customer owes of the repairer the equivalent for the word so far done.
4.2. In case of default on part of the repairs the customer may claim a proved loss thereof up to 10% maximum of the contract value only.
5. Defects, Guarantee
5.1. Repairers’ work and supplies shall be deemed to be completed as agreed, when the ship leaves the berth of repairs, or when the customer has approved of the work report by signature. In case of dissatisfaction the customer has to assert in writing a specified claim prior to vessel’s departure. Thereafter claims for noticeable defects are excluded.
5.2. Hidden defects have to be claimed immediately on ascertainment and latest within month after completion work.
5.3. Claims for defects lapse one month after they have been refused by written notice from repairers.
5.4. Repairers’ guarantee to their choose is limited either to repair without charge – for such purpose the customer has to berth his vessel at shiprepairers’ berth of repair and to allow the required time for repair at his cost and risk – or to supply without charge substitute ex works. An eventual repair is limited to repairers’ work and may not exceed value and scope of the agreed work or supply. Do repairers not duly comply with their guarantee within suitable time in spite of customer’s reminder, then the customers may abate according to law.
5.5. For supplies and work of subcontractors repairers’ guarantee is limited to cession of customers of all rights, which repairers have against their subcontractors.
6. Exclusion of Liabilities
6.1. Customers’ claims, exceeding repairers’ guarantee, such as for change, damage, subsequent damage, fault in conclusion of contract, positive default of contract, unalloyed action, violation of eventual ancilarry obligations are excluded, unless the intension thereto is proved.
6.2. Repairers are not liable for damages and losses, that the vessel and her cargo sustains or causes during the period of repairs or on account of or on occasion of work carried out, even not, if the damage or loss occur later or on account of an additional event.
6.3. Repairers accept no protective and/or other additional obligations, in violation of which the may be held liable.
6.4. Repairers are not liable for damage or losses resulting from the fact that the customer does not meet his liability to cooperate suitably.
6.5. All parts, which customers give to repairers for storage, repair, or fit are stored and transported at customers’ res.
7. Various Terms
7.1 Customers’ rights out of this contract may be ceded with repairers’ approval only.
7.2. The futility of single clauses of this contract does not affect the validity of the others.
7.3. All relations between repairers and their customers are subject to German law.
7.4. Place of fulfillment and of court of justice is Emden. Nevertheless, the repairers may sue the customer at this competent court of justice.