Terms & Conditions

Serving the marine & industrial industry worldwide

Neptune Terms & Conditions

Definitions

“Agreement” means the one or more agreements between both parties arising out of or pertaining to the subject matter of this quotation.

“Down-Payment” means 20% of the total sum payable for the original Scope of Work unless otherwise indicated in the quotation.

“Interest” means 1% of the Invoiced Sum per week.

“Invoiced Sum” means the total sum stated in the invoice issued by us to you.

“Scope of Work” means the list of work to be done by us as set out in this quotation, as may be varied from time to time by the agreement of both parties in writing or otherwise in accordance with this quotation.

“Short Notice Charge” means 10% of the total amount due and payable for the original Scope of Works.

“T&Cs” means these terms and conditions.

“Work” means the work to be done by us under the Scope of Work, as may be varied from time to time by the agreement of both parties in writing or otherwise in accordance with this quotation.

1. In General

1.1. These terms and conditions shall apply to all quotations of, offers by and contracts with us for the Work.

1.2. By accepting our quotation, you shall be deemed to waive other terms, conditions and/or stipulations which are contrary to or inconsistent with these T&Cs, unless otherwise agreed in writing by both parties. All other terms, conditions and/or stipulations are hereby expressly repudiated.

2. Offers, Orders and Agreements

2.1. The issuance of a purchase order or any other conduct by you which recognizes the existence of an Agreement shall constitute your irrevocable acceptance of this quotation, these T&Cs and any other express conditions contained in the quotation.

2.2. Quotation is valid for 7 days from the date of quotation, unless otherwise stated in the quotation. The date of the quotation shall be the first day in the calculation of the period of validity of the quotation.

2.3. Any variation to these T&Cs and/or any other express conditions contained in the quotation must be in writing and signed by both parties.

2.4. Quotation is given to you on the basis that all systems are ready for us to commence the Scope of Work, failing which operational standby charges shall apply.

3. Price and Terms of Payment

3.1. All prices stated in this quotation shall be in accordance with the currency as stated in the schedule of price in the quotation. Prices set by or agreed with us are net, therefore exclusive of taxes and duties or charges levied by any Governmental body or authority, including V.A.T.

3.2. For work not included in the original agreement, you agree to be charged based on our standard rates applicable at the time of execution.

3.3. Any dispute in relation to the invoices issued by us shall be raised to us in writing within 10 working days from the date of each invoice, failing which you shall be deemed to irrevocably acknowledge and accept the Invoiced Sum as due and payable by you to us, and you shall thereafter not be entitled or permitted to dispute the same.

3.4. You shall make payment of the Invoiced Sum to us according to the payment terms stated in our invoices unless otherwise agreed by both parties in writing. In the event of your late payment of our invoices, you shall be liable to pay interest to us in addition to the Invoiced Sum.

3.5. All bank charges shall be borne by you.

3.6. You irrevocably renounce any right to set off against and/or compensation for amounts due to you from us.

4. Mobilization, Execution and Deviations

4.1. You are to provide us with 14 days’ mobilization notice to prepare the procedure and procure the necessary materials (the “Mobilization Notice Period”). The mobilization notice will begin on the day after your payment of the Down-Payment invoice.

4.2. The equipment and manpower required for the Work will only be mobilized upon our receipt of full payment of the Down-Payment, where applicable.

4.3. Where you require short notice for the mobilization of equipment and manpower, you shall be liable to a Short Notice Charge. Short notice refers to any mobilization period less than the Mobilization Notice Period.

4.4. We are entitled to assign any third party to carry out the Work.

4.5. You shall take all necessary steps and efforts to ensure that we are able to execute the Scope of Work without any hindrance. We shall be entitled to give you written notice of any hindrance to the completion of the Scope of Work. You shall take all necessary steps and efforts to remove the hindrance within 7 days of our written notice.

5. Cancelation charges / Termination

5.1. Cancelation charge of 50% on contract / po value before job commencement.

5.2. Cancelation charge 100% on contract / po value after job commencement.

5.3. If you are declared insolvent, have your assets attached in whole or in part, request moratorium, proceed to liquidate your business, or you do not fulfil your obligations under this quotation and/or Agreement, we shall have the right at our option to suspend our performance under this quotation and/or Agreement or to terminate this quotation and/or Agreement in whole or in part by way of a written declaration and without giving prior notice to you and always without prejudice to any right or remedy available to us under law.

5.4. You shall pay us the entire agreed price for the Scope of Work. This primary obligation shall remain in force even if Clause 5.3 is triggered.

6. Confidentiality

6.1. The terms of our quotation (including any price revision made), as well as all information which may come to your knowledge in connection thereof shall be held in confidence by you, and shall not be disclosed to any third party without our prior written consent.

6.2. You shall ensure that your employees and agents comply with this Clause 6.

7. Advertising Right

7.1. You permit us and/or the other entities in our group to:
(a) advertise all facts relating to the Work, goods and/or services provided by us to you;
(b) photograph such Works and/or services and to use these photos for advertising purposes (including publication); and/or
(c) with your prior written approval (such approval not to be unreasonably withheld or delayed), use the evaluation data of the Work and/or services provided to you for our own advertising purpose or for other use.

8. Force Majeure

8.1. We are entitled to invoke Force Majeure if the execution of the Work is, in whole or in part, temporarily or not, prevented or hindered by circumstances reasonably to be considered beyond our will, including but not limited to, acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, named tropical disturbances, floods, washouts, arrests, restraints of rulers and people, civil disturbances, explosions, terrorism and any other cause, whether similar or dissimilar to those enumerated above, not within our reasonable control which, by the exercise of due diligence, we shall not have been able to avoid or overcome.

8.2. In the event of such occurrence, we may invoke Force Majeure with respect to any Work the execution of which is prevented or hindered by Force Majeure, regardless whether the occurrence is directly connected to that same Work.

8.3. In the event that we invoke Force Majeure, all of our obligations under our quotation these T&Cs and/or any other express conditions contained in our quotation are suspended. If we invoke Force Majeure for a period longer than 1 month, both parties, without prejudice to the provision of Clause 5, are entitled to rescind from the Agreement, only insofar as unexecuted Work is concerned, by way of a written declaration to the other party.

9. Dispute Resolution & Governing Law

9.1. All disputes and differences arising from or out of or in connection with our quotation, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

9.2. The Tribunal shall consist of one arbitrator.

9.3. The seat of the arbitration shall be Singapore.

9.4. The language of the arbitration shall be English.

9.5. Our quotation shall be governed by and construed in accordance with the laws of Singapore.

10. Insurances, Liabilities and Indemnification

10.1. Our total liability under the quotation shall not exceed 50% of the value of the quotation. You shall indemnify and keep us fully indemnified against all liabilities, costs and expenses in respect of claims brought against us in relation to the Work.

10.2. In any event, and notwithstanding anything contained in this quotation or any Agreement, we shall not be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise, for any of the following harm suffered or may be suffered by you howsoever arising and whatever the cause:
(a) increased costs or expenses in relation to the Work;
(b) loss of profit, business, contracts, revenues, or anticipated savings; or
(c) special, indirect or consequential damage of any nature whatsoever.

10.3. You shall indemnify and keep us fully indemnified against all damages, liabilities, costs and expenses suffered by us or our directors, agents or employees that is direct or indirectly caused by exposure to asbestos, ceramic fibers (RCF’s), dioxins, Polychlorinated Biphenyl (PCB’s) and furans.

11. Miscellaneous

11.1. Should any provision of our quotation and/or the Agreement be or become invalid, ineffective or unenforceable, the remaining provisions shall not be affected and shall be enforced to the greatest extent permitted by the laws of Singapore. You agree to replace such invalid, ineffective or unenforceable provision with a valid, effective and enforceable provision which as closely as possible corresponds to the original purpose.

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