1. GENERAL PROVISIONS
These general terms and conditions for the supply of services and spare parts (the “GT&C”) shall apply.
Furthermore, the following terms shall apply:
- ORGALIME R02
Applies in addition to these GT&Cs, where an “SLA” Service Level Agreement is not valid/existing.
- ORGALIME M2000
Applies in addition to these GT&Cs, where an “SLA” Service Level Agreement is valid/existing.
- ORGALIME S2012
Applies in addition to these GT&Cs.
Red Rock AS (Contractor) Quotation and these GT&Cs together make up the “Contract” between the supplier and the Customer.
In the event of conflict between the provisions of the Quotation and these GT&Cs, and the provisions contained in the Customer inquiry, order confirmation, or contract, or Orgalime R02, or Orgalime M2000, the Quotation and GT&Cs by supplier shall prevail.
2. INTERPETATION
Contract: shall have the meaning as defined in clause 1.
Supplier: Red Rock AS
Customer: the party set out as being the “Customer” in the Purchase Order/Service Order/Quotation/Project.
Services: the services to be provided by the Supplier under this Contract, usually consisting of one or more of the following: troubleshooting, repair and maintenance, delivery and/or installation of Spare Parts or Other Equipment, commissioning, annual or 5-year inspections, certification, training, consulting, etc.
3. DELIVERY, PASSING OF RISK, CHARGES AND PAYMENT
Delivery of any Spare Parts or Other Equipment as part of the Services shall be Ex works in accordance with Incoterms 2010 at such premises to be notified to the Customer.
In consideration for the provision of the Services by the Supplier, the Customer shall pay the fees invoiced by the Supplier based on the hourly rates and charges as set out in the Quotation, which shall be on a time and materials basis. The figures provided in any Quotation shall, whether in respect of hourly rates or anticipated time required or otherwise, and unless otherwise stated in the Service Order, always be an estimation only. Reference is made to supplier`s official service rates.
The charges payable for the Services shall be calculated in accordance with the Supplier’s daily fee rates, as set out in the Quotation or official service rates and as amended from time to time by the Supplier upon giving written notice.
The Supplier will charge any occurred documented cost plus a minimum of 12 hours work per day in respect of each person/engineer, regardless of the amount of work carried out. For occurred documented cost, this may be but is not limited to materials supplied without any quotation, and reference shall be made to original bills and receipts and be marked up with an administration fee of maximum +10%.
In case cancellations of travel arrangements, flights, closed borders, limited access to a country, limited access to port or vessel, diseases, quarantine, epidemics, pandemics, the Supplier will charge any occurred cost plus a minimum of 12 hours work per day in respect of each person/engineer. The customer is responsible to assure health and safety on board a vessel for each person/engineer, furthermore to return each person/engineer to a port in Norway in case return to Norway is not possible within reasonable time (14 days after completed work).
In case Supplier provides remote support by connecting to machine via internet, from Supplier address/facilities, then a minimum of 3 hours will be charged per session, regardless of the amount of work carried out.
Special conditions for provision of services that is included in delivery of new equipment, for example but not limited to services such as assistance with:
(a) FAT, or;
(b) Commissioning / Startup, or;
(c) HAT, or;
(d) SAT, or;
(e) Warranty claim,
Except for warranty claim, the standard amount of included service day rates for on site work, is 2 days per equipment delivery, unless other is specified.
Travel time, travel cost, and other expenses, will be charged to customer according to supplier`s official service rates, unless other is specified in contract.
Any additional time or cost occurred due to delays caused by customer or 3rd party, incorrect or incomplete installation, incorrect or incomplete commissioning, damages, lack of test loads, lack of craneage/tools/equipment, lack of access to the equipment, crane not being operative at the time of attendance, insufficient weather conditions such as but not limited to wave height or winds, will be charged according to supplier`s official service rates.
Customer is responsible for having installed (and started up) the equipment in accordance with relevant documentation, having power available, having filled the equipment with hydraulic oil, gear oil, etc., as required, having thoroughly cleaned any hydraulic piping installed on deck or in vessel, having qualified equipment operators available, responsible for operation of equipment, and responsible for safety on site.
4. DELAYS AND DEFECTS
In the event there is delay to the delivery of Services and such delay is not:
(a) communicated by the Supplier to the Customer as soon it becomes reasonably clear to the Supplier that such delay will occur; or
(b) caused in part by the Customer; or
(c) caused in part by a Force Majeure Event,
the Customer shall, for each week the delivery is delayed, be entitled to liquidated damages accruing at a weekly rate of 0.5% of the total Contract price estimation as set out in the Contract. Liquidated damages shall, however, not exceed a maximum of 5% of the total contract price. Except for this, the Supplier shall have no liability what so ever towards the Customer or any third party in respect of any losses, damages, claims, costs and/or expenses whatsoever arising from or in connection with the Contract, unless directly and solely caused by the gross negligence or willful misconduct of the Supplier.
In no event shall any delay or defect give the Customer a right to terminate the Contract.
Unless otherwise agreed, the Supplier shall have the right to remedy any defect at its own reasonable cost, however the customer shall contribute to a reduced cost for the supplier by preservation, limiting damages, and assigning qualified ship or rig crew to follow supplier instructions for parts replacement or minor repairs. In case of supplier engineer attendance, customer will be charged for travel time, stand-by/waiting time, travel cost, expenses, according to official rates and documented cost (+10%).
In case of transport damages there must be an CMR documenting the damages.
Insufficient storage, insufficient installation, wrong use and lack of preservation, maintenance, etc., will terminate customers right to claim remedy of defects, and will be charged according to supplier`s official service rates according to section 3 of these terms.
5. LIABILITY
Any liability shall be upwards limited to an aggregate total amount equal to the total payment(s) actually paid by the Customer to the Supplier pursuant to the Contract. However any liability shall never exceed NOK 500.000,- regardless of cause.
The Supplier shall indemnify the Customer from and against any claim concerning (i) personal injury to or loss of life of any of the Supplier Engineers and (ii) loss of or damage to any property of the Supplier or the Supplier Engineer which might arise in connection with the Services. This applies regardless of any form of liability, whether strict or by negligence, in whatever form, on the part of the Customer or its employees, officers, representatives, advisers, agents or subcontractors. The Supplier shall take all reasonable steps to ensure that its representatives, advisers, agents or subcontractors waive their right to make any claim against the Customer and its employees, officers, representatives, advisers, agents or subcontractors when such claims are covered by the Supplier’s obligation to indemnify under the provision of this clause.
The Customer shall indemnify the Supplier from and against any claim concerning (i) personal injury to or loss of life of any of the Customer’s employees, officers, representatives, advisers, agents or subcontractors and (ii) loss of or damage to any property of the Customer or its employees, officers, representatives, advisers, agents or subcontractors, and which might arise in connection with the Services. This applies regardless of any form of liability, whether strict or by negligence, in whatever form, on the part of the Supplier or its employees, officers, representatives, advisers, agents or subcontractors. The Customer shall take all reasonable steps to ensure that its representatives, advisers, agents or subcontractors waive their right to make any claim against the Supplier and its employees, officers, representatives, advisers, agents or subcontractors when such claims are covered by the Customer’s obligation to indemnify under the provision of this clause.
The Customer shall indemnify the Supplier and the Supplier Engineer from the own indirect losses of the Customer and its employees, officers, representatives, advisers, agents or subcontractors, and the Supplier shall indemnify the Customer and its employees, officers, representatives, advisers, agents or subcontractors from the own indirect losses of the Supplier and the Supplier Engineer. This applies regardless of any liability, whether strict or by negligence, in whatever form, on the part of either the Customer or the Supplier or their respective employees, officers, representatives, advisers, agents or subcontractors and regardless of any other provision of the Contract. Indirect losses according to this provision include but are not limited to loss of earnings, loss of profit, loss due to pollution and loss of production.
6. ADDITIONAL TERMS AND CONDITIONS
Rental of equipment, unless otherwise indicated, rental rates are on a per day basis and such rates shall apply to each piece of equipment or part rented.
A manifest (inventory list) will be available for tool boxes and tool containers, and will document each piece of equipment or part rented.
Single pieces of equipment or single parts, will normally only have an commercial, proforma, or final invoice, related to an order for rental of such.
Transportation of rental equipment is EXW “Incoterms 2010” unless otherwise is agreed in written, and customer is responsible for the equipment or part in the entire rental period.
Rental period starts on, and includes the day which the equipment or parts has been made ready for shipment by supplier, at suppliers address.
Rental period ends after the equipment or parts has been returned by customer and received by supplier, at supplier`s address.
Transportation cost, export and/or imprort fees or clearances, are the sole cost of customer.
Unless otherwise is agreed in written, the adress for pickup and return of rental equipment or parts are :Red Rock AS, Andøyfaret 23, 4623 Kristiansand, Norway.
Customer, at its sole cost, shall provide and maintain insurance against the loss, theft, damage or destruction of the rental equipment and parts. The coverage shall be in an amount not less than the new replacement price of the rental equipment and parts. In case of any damages or losses etc., customer must document and report this to supplier immediately, and it is the responsibility of customer to claim such with the transportation company or insurance company. Furthermore, in case of any damages or losses, supplier reserve the right to invoice customer rental rates for the intended hire period, and in addition to invoice replacement of any equipment or parts damaged or lost during hire period.
RedRock.Ai platform for digital services, includes an agreed amount of hours for remote support per month, the hours expires on the last day of each month, and cannot be accumulated regardless of the amount of work carried out.
(These terms and conditions applies for Purchasing only if specified in Red Rock Purchase Order. Red Rock will then be the customer)
