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GENERAL TERMS AND CONDITIONS FOR STS TRANSFER SERVICES

 

1. INTERPRETATION

The following definitions and interpretation clauses form part of each and any Contract:

Acceptance / Accept: As defined at clause 4 to these T&Cs, subject always to Clause 15.6.

Affiliate: Any company (other than SEASAFE OFFSHORE PTE LTD or the Company) which is directly or indirectly controlled in full or in part by SEASAFE OFFSHORE PTE LTD or the Company or which directly or indirectly controls in full or in part SEASAFE OFFSHORE PTE LTD or the Company or which is under the direct or indirect control in full or in part of a company which directly or indirectly controls in full or in part SEASAFE OFFSHORE PTE LTD or the Company.

Cargo: Crude Petroleum and/or its products, or any other cargo required to be transferred by the Company and which is Accepted by SEASAFE OFFSHORE PTE LTD.

Claim(s): All actions, claims, demands, proceedings, damages, awards, payments, losses, costs, expenses, penalties, fines, compensation or other liabilities (including without limit direct, indirect, special, incidental, consequential, Consequential Loss or otherwise including without limit loss of profit, business, turnover or market share), legal and or professional costs and or expenses, and in case of each and all of the foregoing any interest thereon and howsoever and whatsoever arising from or connected with any performance or non-performance under the Contract, including but not limited to where caused or occasioned by or attributable or contributed to a breach of contract (including under an indemnity), warranty, representation, statement, guarantee, promise, statutory indemnity, tort (including without limit negligence, gross negligence and/or breach of statutory duty), strict liability, wilful misconduct or otherwise.

Company: Shall mean the company legal entity named as party to the STS Offer and the corresponding Contract upon Acceptance.

Company Group: Shall mean:

(a) Company; and

(b) Company’s client or client’s client (of any tier) whether or not one or more is named in the STS Offer; and

(c) any Company Affiliate(s), its co-venturers; and

(d) any director, officer, employee, agent or other individual working under the direct control and or supervision of Company, its co-venturers or any Company Affiliates, its co-venturers; and

(e) any contractor (of any tier) but excluding any member(s) of SEASAFE OFFSHORE PTE LTD.

in case of (a) to (e) inclusive shall exclude any member(s) of SEASAFE OFFSHORE PTE LTD.

Confidential Information: Shall mean all information of a confidential nature, including trade secrets and information of commercial value, disclosed by either party, its employees, officers or representatives to the other party.

Consequential Loss: Any loss of anticipated profits; loss of profits; loss of anticipated revenue; loss of revenue; delay; loss of bargain; reduction in turnover; loss of Cargo; loss of use of property, plant or equipment; downtime costs; claims of Company or other contractors of Company (whether directly or by way of compensating others); or, whether (i) or not expressly included in this definition; and (ii), in case of each foregoing head of loss, direct or Indirect loss, any indirect, special, incidental or other consequential loss or damages (“Indirect”) sustained by a party and whether or not such loss(es) were foreseeable at the date of the Contract.

Contract: Any contract for a Transfer formed between the parties as a result of any Company’s oral, written or by conduct Acceptance of any STS Offer in accordance with and under these T&Cs.

SEASAFE OFFSHORE PTE LTD: Shall mean the SEASAFE OFFSHORE PTE LTD’s legal entity named as party to the STS Offer and the corresponding Contract upon Acceptance.

 

2. OPERATIONS & SAFETY

General

2.1. All STS Transfers under each and any Contract shall be conducted in accordance with the STS Transfer Guide. The Company shall provide that all Tankers nominated for STS Transfers have a copy of the STS Transfer Guide on board sufficiently in advance of actual STS Transfer operation(s) so that the Master, Officers and Crew may complete the necessary operational checklists outlined in the STS Transfer Guide and familiarise themselves with the procedures for the safe execution and completion of the STS Transfer including but not limited to the preparation of all necessary lines, equipment and appurtenances for the STS Transfer(s).

2.2. The completion of an STS Transfer shall be determined by the Tankers’ Masters in consultation with the STS Superintendent. Having boarded one of the Tankers, the STS Superintendent shall advise the Masters, Officers and Crew in the procedures for a safe and efficient STS Transfer. If at any time the STS Superintendent decides that the STS Transfer operation(s) taking place are not safe, he shall so advise the Masters of the Tankers, and the Company shall procure that the Masters take appropriate actions to safely discontinue the Transfer. Such advice shall not preclude manoeuvres by the Masters of the Tankers, at their own discretion, to discontinue the Transfer, if possible, informing the STS Superintendent in advance of such discretionary actions to be taken. Notwithstanding the foregoing and without prejudice to Clause 9 hereto, the Company hereby warrants and represents that the respective Masters remains responsible and in control of their Tanker and the STS Transfer operation at all times during any STS Transfer and during any Pilotage Services associated with the STS Transfer operation.

2.3. With regard to fatigue management the parties agree that all STS Superintendents take adequate rest periods to meet not only the requirements of the latest versions of STCW A-V111.1 and also the Maritime Labour Convention (MLC).

2.4. All STS Transfer operations including Pilotages Services, embarkation, disembarkation, delivery and collection of equipment, mooring and Transfer, shall take place in areas designated by SEASAFE OFFSHORE PTE LTD, approved by local authorities if necessary, and deemed safe by the Masters of the Tanker(s).

2.5. The Master, Officers and crew of each Tanker involved in the STS Transfer shall be responsible for the safe monitoring, connection & disconnection, and subsequent handling of the cargo hose during cargo transfer, in accordance with the STS Transfer Guide and the STS Superintendent's advice.

2.6. In the event of an incident or emergency, if the Company requires any specific procedures to be followed then Company will provide to SEASAFE OFFSHORE PTE LTD a copy of any emergency plans and contact details 7 days prior to commencement of the STS Transfer. In all circumstances, the Master of each Tanker shall be responsible to respond effectively to any emergency situation. The Company will arrange that any SEASAFE OFFSHORE PTE LTD personnel attending on board the Tankers will be covered by the Company’s and/or by the Tanker’s (as may be appropriate) emergency evacuation procedures for the safe return of such personnel to shore in the event of serious injury or other serious health issues suffered by any such person and which require prompt evacuation to another facility.

2.7. The Master of the Tanker(s) shall be responsible for the quality of Cargo transferred and for the measurement of the quantity of Cargo transferred. The STS Superintendent shall have no responsibility for, and shall not be asked to undertake, any measurement of Cargo transferred/remaining or the completion of any Cargo or Tanker's documentation relating to a Transfer or relating to any Cargo on board a Tanker.

2.8. The Material Safety Data Sheet (MSDS) shall be supplied by the discharging Tanker to SEASAFE OFFSHORE PTE LTD. If the MSDS indicates that, due to the nature of the Cargo to be transferred, there is a requirement for specialised Personal Protective Equipment (PPE) to be worn by the STS Superintendents, the responsibility for providing the specialised PPE to the STS Superintendent is that of the Tanker master. The correct use and wearing of the PPE must be explained to the STS Superintendent as part of the Joint Plan of Operations (JPO).

2.9. At all times each and all members of SEASAFE OFFSHORE PTE LTD shall be entitled to rely on Company Group provided information and shall have no liability as a result of advice or recommendations given which is based on Company Group provided information which is subsequently proved to be incorrect or misleading.

2.10. Company shall arrange for transport of its own Group’s stores, and equipment to any Tankers at the STS Location.

Tankers

2.11. The Company shall ensure that:

(a) all Tankers that are nominated for STS Transfer operations are outfitted and capable of safely carrying out all procedures as set out in the STS Transfer Guide; and

(b) the owners of any Tanker(s) nominated by the Company for an STS Transfer under any Contract are members of the International Tanker Pollution Federation (“ITOPF”); and

(c) all Tankers are fully classed and certified by a reputable Classification Society; and

(d) all Tankers comply with the International Safety Management Code (ISM) by 1st July 1998 or at such time the code becomes mandatory if thereafter; and

(e) each receiving Tanker shall arrive with clean ballast but should it be required then the Company or its Affiliate shall make the necessary arrangements for the safe and environmentally-friendly disposal of all dirty ballast and slop ballast from each receiving Tanker in accordance with the requirements of the latest edition of MARPOL; and

(f) all Tankers have been entered with a reputable P&I Club for full P&I cover, and additionally that such Tanker(s) have full hull marine insurance cover including war risks coverage, for any and all Claims, arising directly and/or indirectly, in connection with the STS Transfer operation, including wreck and debris removal and oil pollution liability (or the threat thereof) in a sum of no less than USD 1 billion and the Company shall procure that each and all members of SEASAFE OFFSHORE PTE LTD, including the STS Superintendent, are endorsed as a co-assured on the owner’s P&I and Hull and Machinery policies of any Tanker involved in the STS Transfer operation; and

(g) the charterers of all Tanker(s) nominated by the Company for an STS Transfer are entered with a reputable P&I Club or have other equivalent insurance cover for any and all Claims, arising directly and/or indirectly, in connection with the STS Transfer operation, including any oil pollution liability (or the threat thereof) in a sum of no less than USD 1 billion and the Company shall procure that each and all members of SEASAFE OFFSHORE PTE LTD, including the STS Superintendent, are endorsed as a co-assured on the charterers’ P&I policy of any Tanker involved in the STS Transfer operation; and

(h) in respect of (f) and (g) above the Company shall on written request by SEASAFE OFFSHORE PTE LTD provide full proof of insurance and proof that SEASAFE OFFSHORE PTE LTD, including the STS Superintendent, are endorsed as co-assured on the owner and or the charterers P&I policy.

(i) each Tanker completes and returns to SEASAFE OFFSHORE PTE LTD all information requested including fully completed documentation prior to requested dates of the STS Transfer and any Pilotage Services associated with the STS Transfer.

2.12. In the event of any non-compliance with any of the provisions of clauses 2.1 to 2.11 inclusive then either party shall have the right to decline any STS Transfer operation and/or terminate and/or suspend any STS Transfer operation in progress. SEASAFE OFFSHORE PTE LTD may also decline to service any STS Transfer operation if any of the Tankers are found by SEASAFE OFFSHORE PTE LTD not to be suitable for STS Transfer under SEASAFE OFFSHORE PTE LTD’s Tanker vetting processes and/or the STS Transfer Guide.

2.13. Unless specifically provided for in the STS Offer, no member of SEASAFE OFFSHORE PTE LTD is obliged under the terms of this a Contract, nor do they have any liability for any Claims with regard thereto, to provide any service(s) or equipment or personnel or take any measures in connection with prevention, mitigation or removal of any oil pollution or any other pollution arising in, out of, or in connection with an STS Transfer operation. In the event that any member of SEASAFE OFFSHORE PTE LTD undertakes at their discretion any measures to either remove a potential threat of pollution or attempt to mitigate any pollution should it arise, then such measures are deemed to have been taken under the authority of the Company, free of any liability to SEASAFE OFFSHORE PTE LTD, and any additional costs required shall be for the Company’s account.

2.14. SEASAFE OFFSHORE PTE LTD reserves the right to refuse any third-party personnel of a non-contracted party from attending an STS Transfer operation unless by prior written agreement of SEASAFE OFFSHORE PTE LTD.

 

3. NOMINATION AND ATTENDANCE PROCESS

3.1. Where the Company has identified a requirement for an STS Transfer, an e-mail or other written request will be sent by the Company to SEASAFE OFFSHORE PTE LTD at least 15 days prior to the anticipated commencement of STS Transfer operation. Such request will provide an expected laycan window for the Tankers of 5 days specifying the dates of such 5 day window.

3.2. The Company will provide such information as is necessary for SEASAFE OFFSHORE PTE LTD to prepare an STS Offer and SEASAFE OFFSHORE PTE LTD shall respond with its STS Offer within 48 hours of the necessary information being provided by the Company.

3.3. If, subsequent to receipt of the STS Offer, the Company decides to proceed with the STS Transfer operation it may do so through providing its Acceptance of the STS Offer in accordance with the provisions of Clause 4 below, which will form a Contact (as defined at section 16 below).

3.4. Following Acceptance then the Company will provide daily updates of Tanker ETAs and will, at least 7 days before the start of the actual laycan, confirm to SEASAFE OFFSHORE PTE LTD details of the precise laycan time and date which shall be within the original operational window. SEASAFE OFFSHORE PTE LTD shall make the necessary arrangements to attend the STS Transfer operation at that confirmed time.

3.5. Where the precise laycan time and date have been previously confirmed but the ETA of the Tanker(s) subsequently changes or a new Tanker is proposed, then the Company shall inform SEASAFE OFFSHORE PTE LTD of such any changes and provide revised ETAs and/or details for the Tankers and SEASAFE OFFSHORE PTE LTD shall confirm or otherwise its continued ability to be able to service the revised arrangements notified. Should SEASAFE OFFSHORE PTE LTD accept the revised timings and arrangements then it will either confirm the same terms as already provided in the STS Offer will apply or SEASAFE OFFSHORE PTE LTD will issue a new STS Offer for Company Acceptance in accordance with the provisions of Clause 4 below. Should SEASAFE OFFSHORE PTE LTD not accept the revised timings and arrangements and the Company is unable to and/or refuses to proceed with the Contract as originally agreed, then the Company must terminate the Contract in accordance with clause 5 below.

 

4. COMPANY ACCEPTANCE

4.1. “Acceptance” and/or “Accept” shall be deemed to have occurred on the earlier of:

(a) the Company giving their written confirmation of the STS Offer by email to SEASAFE OFFSHORE PTE LTD; or

(b) the Company requesting (either verbally or in writing or by conduct) that SEASAFE OFFSHORE PTE LTD is to commence or continue with its mobilisation for the STS Transfer operation; or

(c) the Company receiving all or any part of the STS Transfer Services from SEASAFE OFFSHORE PTE LTD, including without limit commencement of mobilisation.

4.2. In the event that multiple STS Offers are issued that relate to the same Transfer(s), then any Acceptance shall be against the last STS Offer(s) issued to the Company which shall or be deemed to supersede all previous STS Offers. If Acceptance by the Company occurs outside of the validity period stated in the STS Offer then it shall be at SEASAFE OFFSHORE PTE LTD’s discretion whether or not to provide the STS Transfer Services.

4.3. Each and any Contract resulting from and including any Acceptance of a STS Offer shall be deemed to incorporate and be subject to the terms of these T&Cs to the exclusion of all other term(s) that and member(s) of the Company Group or any third party may seek to apply whether included in or as part of any RFQ, purchase order, acknowledgement or otherwise. 4.4. In the event of any conflict between the terms of the STS Offer and these T&Cs then the terms of the STS Offer shall prevail

 

5. DURATION, TERMINATION AND CANCELLATION

5.1. Each and any Contract shall come into force on the Effective Date and shall remain in force until terminated by either party in accordance with the provisions of these T&Cs.

5.2. Either party may terminate a Contract at any time by giving to the other [3] month’s prior notice in writing.

5.3. Notwithstanding clause 5.2, either party may terminate a Contract with immediate effect for:

(a) Material breaches of safety demonstrated by the other party or its Group; or

(b) Failure of the other party or its Group to meet payment obligations by the due date. .

5.4. Consequences of termination:

(a) On any termination of a Contract SEASAFE OFFSHORE PTE LTD shall complete any STS Transfer in progress at the effective date of termination and the Company shall pay all fees agreed under any Contract as at the effective date of termination.

(b) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect including but not limited to clauses 4, 6, 7, 9, and 11 and any STS Offer and or Contract.

(c) Termination of a Contract shall not affect any rights, remedies, obligations or liabilities of the parties and its Group that have accrued up to the effective date of termination, including without limit the right to claim damages in respect of any breach of the Contract which existed at or before the effective date of termination.

5.5. Notwithstanding the clauses in this section above or elsewhere in the Contract, either party shall have the right to reject any proposed STS Transfer operation or terminate with immediate effect any STS Transfer operation in progress on the grounds of either the other party’s or its Group’s or any of the Tanker's non-compliance with:

(a) any applicable law, rule or regulation made by any governmental or other authorities regulating handling or transfer of Cargo or Tanker safety, or

(b) any provision of the Contract and or where such non-compliance materially affects the ability of SEASAFE OFFSHORE PTE LTD or the Company to safely perform STS Transfer Services.

5.6. If for whatever reason the Company, or SEASAFE OFFSHORE PTE LTD (where it exercises its right to receive, but does not receive returned, an completed SEASAFE OFFSHORE PTE LTD C1 pursuant to Clause 15.6), cancels an STS Transfer operation following Acceptance by the Company of such STS Transfer operation and SEASAFE OFFSHORE PTE LTD has started to mobilise personnel or equipment for the STS Transfer operation but the SEASAFE OFFSHORE PTE LTD support craft or personnel has/have not left the mobilisation port to attend the STS Transfer operation at the time of cancellation, then ninety per cent of the full fee stated in the STS Offer shall be payable. If the Company’s, or SEASAFE OFFSHORE PTE LTD’s (where it exercises its right to receive, but does not receive returned, an SEASAFE OFFSHORE PTE LTD C1 pursuant to Clause 15.6), cancellation arises after any SEASAFE OFFSHORE PTE LTD support craft or personnel had departed from the mobilisation port or any Transfer is terminated by SEASAFE OFFSHORE PTE LTD under the provisions of clause 5.5 above, then one hundred per cent of the full fee stated in the STS Offer shall be payable together, if applicable, with any overtime incurred.

 

6. FEES FOR STS TRANSFER SERVICES

6.1. The fee for any given STS Transfer shall be as set out in the applicable STS Offer.

6.2. The amount of time allowed against any lump sum fee ("freetime") shall be specified in the STS Offer in question. Unless otherwise stated in the STS Offer, the freetime covered by the lump sum fee for any STS Transfer operation shall start to run from the time when the STS equipment commences mobilisation from the SEASAFE OFFSHORE PTE LTD base supporting the STS Transfer in question and shall end when such equipment is demobilised at this same base. Time shall run continuously and shall not be affected by any weather delays or any other incident or event except for a breakdown of the STS Transfer System caused by SEASAFE OFFSHORE PTE LTD. If the freetime allowance for any given Transfer is exceeded, then the Company shall pay SEASAFE OFFSHORE PTE LTD for this additional time at the hourly thereafter fee set out in the relevant STS Offer. Any additional fees for freetime shall be included in the invoice submitted in accordance with Clause 7.1.

6.3. In the event that SEASAFE OFFSHORE PTE LTD has mobilised either the SEASAFE OFFSHORE PTE LTD Superintendent or the STS Transfer System for an accepted STS Transfer operation but the STS Transfer operation or any associated Pilotage Services have been delayed and neither the SEASAFE OFFSHORE PTE LTD Superintendent nor the equipment have been mobilised onto the relevant STS support vessel then, in addition to any other fees, SEASAFE OFFSHORE PTE LTD shall be entitled to invoice the Company at the onshore standby rate set out in the STS Offer for the time spent on standby between the anticipated mobilisation time (based on the original timings agreed) and the actual mobilisation time of the relevant STS support vessel.

6.4. Where STS Superintendent services only (including any associated Pilotage Services) are being provided, the day rate applicable in the STS Offer (plus any related expenses) shall apply from and including the time the STS Superintendent leaves their home location to the time of return to that location rounded up to the nearest day.

6.5. Unless specifically stated in the STS Offer any fees proposed exclude any amounts for Company or owners purposes including but not limited to any tugs required for berthing and/or unberthing or any port, agency, import/export duties, or similar charges. Also excluded from the fees are any costs required to clean Cargo hoses prior to or after Cargo transfer which if required will be invoiced separately.

6.6. The sums stated in the STS Offer represent the net sums due to SEASAFE OFFSHORE PTE LTD in respect of its fees for STS Transfer Services and they do not include any government fees, duties, levies, sales taxes or any withholding taxes on payments that may need to be applied by the Company. In the event such duties, taxes or levies may need to be applied then the price on any relevant invoice shall be adjusted as necessary to ensure the net sums set out in the STS Offer are received from the Company by SEASAFE OFFSHORE PTE LTD.

6.7. Unless otherwise specified in the STS Offer, all fee proposals are made on the basis of a normal commercial STS Transfer STS Transfer operation. If, in the event the STS Transfer operation is of a non-standard, emergency or salvage nature, separate proposals will be supplied upon request.

 

7. INVOICES AND PAYMENTS

7.1. Unless otherwise specified in the STS Offer, SEASAFE OFFSHORE PTE LTD shall submit to the Company an invoice once the transfer STS Transfer operation has been completed.

7.2. Payments for invoices submitted in accordance with the STS Offer and/or the provisions of the Contract shall be made in full by the Company without deduction or set-off within 15 days of the date of receipt of SEASAFE OFFSHORE PTE LTD's invoice by the Company. Any unpaid amounts that are more than 10 days overdue shall attract interest at the rate of one per cent one per cent (1%) per month calculated from the date when such payment falls due up to the date on which payment is made.

7.3. Any other sums incurred and/or expended by SEASAFE OFFSHORE PTE LTD on behalf of the Company or any additional services provided by SEASAFE OFFSHORE PTE LTD may be separately invoiced once the service has been performed or the cost incurred, and payment of these amounts shall be made by the Company in accordance with 8.2 above.

7.4. All payments due to SEASAFE OFFSHORE PTE LTD hereunder shall be paid exclusively in either U.S. Dollars, as specified in the STS Offer and shall be paid to the account set out on the invoice from SEASAFE OFFSHORE PTE LTD. Neither party shall have the right to offset against invoices for work undertaken, any amounts that may be disputed or claimed between the parties either under a Contract or under any other contracts that may exist between the parties or their Affiliates.

 

8. FORCE MAJEURE AND CAPABILITY RESTRICTIONS

8.1. Neither party shall be liable to the other for non-performance of its obligations under a Contract (other than an obligation to pay money), if and to the extent that such performance is or has been delayed, hindered, interfered with, curtailed or prevented by any circumstance beyond its control, or by epidemics, pandemic, quarantine restrictions, without prejudice to the generality of any one or more of the aforegoing, fire, explosion, strikes or other labour disputes, riots, or other civil disturbances, or compliance with any law, regulations, order or request of any governmental authority or person purporting to be or act for any such authority.

8.2. If for any reason beyond the reasonable control of SEASAFE OFFSHORE PTE LTD, including without limit those detailed at clause 8.1 hereto, there is a loss of capability in the STS Transfer System for and or a loss of health and or fitness in each case of SEASAFE OFFSHORE PTE LTD Personnel to undertake any Transfer (defined hereafter as “capability” or “loss of capability” as context dictates) and it is not possible, either temporarily or at all, to perform any Transfer, SEASAFE OFFSHORE PTE LTD shall make every endeavour to renew the capability as soon as possible but shall have no liability for any damages or delays arising as a result of this loss of capability.

 

9. INDEMNITY, EXCLUSIONS, AND LIMITATION OF LIABILITY

9.1. Knock for knock on people and property

(a) Subject to clause 9.3, a party and its Group ("the first parties") shall defend and indemnify and hold harmless the other party and its Group against all Claims which the other party and or its Group may suffer, incur or be put to in respect of:

(i) loss or damage to any property (whether owned, hired, leased or chartered) of the first parties; and

(ii) personal injury, disease or death to any employee or agent of the first parties that directly or indirectly arises out of or in connection with performance of a Contract

regardless of whether the other party and/or its Group is claimed to be passively, concurrently or actively negligent or at fault or otherwise and regardless of whether or not liability may be imposed on them without fault.

9.2. Mutual exclusion of liability for Consequential Loss

(a) Subject to clauses 9.1 and 9.3, a party and its Group ("the first parties") shall not under any circumstance be liable to the other party and or its Group for the Consequential Loss of the other party and or its Group howsoever and whatsoever such Consequential Loss may be caused when arising from or connected with any performance or non-performance under a Contract, including but not limited to where it is caused or occasioned by or attributable or contributed to by a breach of contract (including under an indemnity), warranty, representation, statement, guarantee, promise, statutory indemnity, tort (including without limit negligence, gross negligence and/or breach of statutory duty), strict liability, wilful misconduct or otherwise of the other party and or its Group.

9.3. Pollution Indemnity (a) The Company acknowledges that in entering into commercial arrangements with its counter-parties and insurers it has already assessed and addressed the pollution risk associated with these STS Transfer operation(s) including without limit STS Transfer Services , and the Company shall defend and indemnify and hold harmless each and all members of SEASAFE OFFSHORE PTE LTD against all Claims brought or sustained by each and/or all of Company Group (whether directly or by way of compensating others), and/or against all Claims brought or sustained by any third party claiming directly against each and/or all of SEASAFE OFFSHORE PTE LTD including without limit for:

(i) personal injury or disease to or death of persons; or

(ii) damage to or destruction of property; or

(iii) loss of income or amenity; or (iv) natural resource damage

arising from or connected with a threatened or actual discharge of oil or other pollutant and/or the cost of clear up thereof from any Tanker or other vessel(s), machinery or equipment involved in a Transfer regardless of whether it is claimed that each and/or all members of SEASAFE OFFSHORE PTE LTD are passively, concurrently or actively negligent or at fault or otherwise, and regardless of whether or not liability may be imposed on them without fault.

9.5. No Exclusion or Limitation of Claims Not Permitted By Law

Notwithstanding any other provision in the Contract, nothing in the Contract is intended or deemed to exclude or limit either party’s and or its Group’s liability for:

(i) death or personal injury caused by the negligence of a party and/or by the negligence of any of their respective employees or agents; or for

(ii) fraud or fraudulent misrepresentation; or for

(iii) any other Claims which the law does not permit a party to exclude or limit.

10. ENTIRE AGREEMENTS AND CONTRACT AMENDMENTS

10.1. Each party on behalf of itself or its Affiliates, acknowledges and agrees with the other party or its Affiliates that:

(a) the Contract together with any documents referred to in it including any STS Offer issued for STS Transfer Services comprises the entire agreement between the parties and supersedes and extinguishes all prior representations (except those that are expressly set out in the Contract), agreements and understandings between the parties whether written or oral concerning the subject matter of the Contract in question, or in consideration hereof, except that any prior representations, promises, assurance, warranty (whether made innocently or negligently), statements, agreements, Contracts and or understandings between the parties under which a party owes any debt to the other party shall remain legally enforceable notwithstanding the existence of the Contract up to and including the date that the owed party is in full receipt of the outstanding payment that credits and extinguishes such debt; and

(b) in entering into each and any Contract neither party has relied on any pre-contractual statement that is not expressly set out in the Contract; and

(c) the only rights and remedies available to it or arising out of or in connection with any pre-contractual statement shall be for breach of warranty except where any representation is expressly set out in the Contract. This Contract shall only be altered or varied in writing signed by both parties.

11. LAW AND ARBITRATION

11.1. The Contract including all disputes (whether contractual or non-contractual) shall be subject to English law and jurisdiction subject to and in accordance with the descending order of precedence set out in the following dispute resolution process: Any contractual and non-contractual dispute(s) arising out of or in connection with the Contract including the interpretation thereof shall be resolved:

(a) initially by informal negotiations between the Directors of the parties in dispute; and

(b) if, pursuant to Clause 11.1(a), the parties fail to resolve any such dispute(s) by such informal negotiations within a period of 60 days (or any extended period of informal negotiations as the parties may agree to in writing in advance of expiry of such initial 60 day period) from the date that either party initially gives notice of dispute to the other party by in Singapore in accordance with the Arbitration Rules of the Singapore Chamber of Maritime Arbitration (“SCMA”) in force at the commencement of the arbitration, which rules are deemed to be incorporated by reference in this Clause. The decision of the arbitrators shall be final and without appeal to the courts provided always that either party may seek to enforce an arbitral award through the courts.

 

12. ADDRESSES FOR REQUESTS FOR STS TRANSFER SERVICES ANDOTHER NOTICES

12.1. Any request by the Company or its Affiliates for STS Transfer Services and any notices or other communications to SEASAFE OFFSHORE PTE LTD shall be sent to the contact details shown in the STS Offer.

12.2. Any notices or other communications from SEASAFE OFFSHORE PTE LTD to the Company or their respective Affiliates shall be to any contact of the Company or its Affiliates who has communicated with SEASAFE OFFSHORE PTE LTD with regard to the details set out in the relevant STS Offer or to other responsible people within the Company who have liaised with SEASAFE OFFSHORE PTE LTD with regard to STS Transfer operations.

12.3. Every notice or communication under a Contract shall be given in writing by electronic mail or equivalent form of speedy business communication.

 

13. THIRD PARTY RIGHTS

13.1. Except as otherwise may be provided in the Contract, a party who is not named in any STS Offer as the contracting entity under the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or take the benefit of any term(s) of the Contract.

14. CONFIDENTIALITY

14.1. The Company (Receiving Party) agrees that it shall at all times (both during the Term of any Contract and after its termination) keep confidential, and shall not without the prior written consent of SEASAFE OFFSHORE PTE LTD (Disclosing Party) use or disclose to any third party (other than as permitted by SEASAFE OFFSHORE PTE LTD), any Confidential Information of the Disclosing Party, unless such information: a) was public knowledge at the time of disclosure; b) subsequently becomes public knowledge other than by breach of the Contract; c) is agreed by the parties not to be confidential or to be disclosable;

14.2. The Receiving Party may use the Disclosing Party's Confidential Information solely in the performance of its obligations and the exercise of its rights under the Contract.

14.3. All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Company from SEASAFE OFFSHORE PTE LTD shall be returned promptly to SEASAFE OFFSHORE PTE LTD on termination of the Contract, and no copies shall be kept.

15. MISCELLANEOUS

15.1. All insurances of each party shall be endorsed to provide that their insurers and underwriters waive any rights of recourse including in particular subrogation rights against the other party and its respective Affiliates.

15.2. Except as otherwise stated herein, no waiver of any right under the Contract will serve as a waiver of the same right at any future date.

15.3. The Contract or any right hereunder may be assigned or transferred by either party to another Affiliate member in its Group without the written consent of the other party otherwise the Contract shall not be assigned to any other person, business, or company without the written consent of the other party.

15.4. If a provision of the Contract is unenforceable under applicable law, that provision will be enforced to the maximum extent permitted by applicable law or deemed severed from the Contract if unenforceable. The remaining provisions of the Contract will continue in full force and effect.

15.5. No member(s) of the SEASAFE OFFSHORE PTE LTD shall be under any obligation to sign or otherwise accept any indemnity or other terms and conditions presented by any Master, owner, charterer or other third party prior to or in the course of the STS Transfer, nor shall they be liable for any loss or expense arising as a result of any refusal on their part to sign or otherwise accept the same. The Company undertakes to ensure that third parties involved or otherwise interested in the Transfer do not require any such indemnity or terms and conditions to be accepted by any member(s) of the SEASAFE OFFSHORE PTE LTD.

15.6. At any time prior to or after SEASAFE OFFSHORE PTE LTD mobilization for any STS Transfer, SEASAFE OFFSHORE PTE LTD reserves its right for whatsoever reason to require any Tanker master, for and on behalf of him/herself and the Tanker owner, operators, demise charterers and ship managers, involved in any STS Transfer to sign and return to SEASAFE OFFSHORE PTE LTD’s Checklist 1 in the standard form received from or on behalf of SEASAFE OFFSHORE PTE LTD (“SEASAFE OFFSHORE PTE LTD C1”). Where SEASAFE OFFSHORE PTE LTD exercises in writing to Company its right under this Clause 15.6 to receive an SEASAFE OFFSHORE PTE LTD C1, SEASAFE OFFSHORE PTE LTD’s receipt of an SEASAFE OFFSHORE PTE LTD C1 shall be deemed a condition precedent to the Company’s Acceptance of any STS Offer issued by SEASAFE OFFSHORE PTE LTD under these T&Cs. Where this condition precedent is not satisfied prior to or after SEASAFE OFFSHORE PTE LTD Group mobilization for any STS Transfer, SEASAFE OFFSHORE PTE LTD may decline performance of any STS Transfer Services without any liability to Company Group.

15.7. The remedies provided for in these T&Cs are the sole and exclusive remedies provided to Company by SEASAFE OFFSHORE PTE LTD and Company hereby waives all other rights and remedies available at law.