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1 . Definitions And Interpretation
- The Following Definitions Are Applicable In This General Terms And Definitions Of Hire.
- (1.1) Company
- shall refer to Clockwise Subsea Pte Ltd or any of its subsidiary, parent or any company directly or indirectly related to such company.
- (1.2) Equipment
- shall refer to the specific material or equipment including all accessories either as part of a kit or as standard with the main unit supplied by the Company to Hirer as stipulated in the Order.
- (1.3) Faulty
- shall be defined as failure of the Equipment.
- (1.4) Force Majeure
- shall refer to an event beyond any Party’s reasonable control. This may include but not limited to strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God.
- (1.5) Hire Confirmation
- shall refer to the Company’s confirmation and acceptance of the Order.
- (1.6) Hirer
- shall refer to the legal person or entity stipulated on the order for whom the Company is supplying the equipment or services.
- (1.7) Order
- shall refer to a Service Order or Purchase Order issued by Hirer to the Company to confirm the hire of equipment or service.
- (1.8)Off-Hire
- shall refer to the period when the Equipment will be at no-charge to the Hirer.
- (1.9) Party or Parties
- shall refer to either Company or Hirer or both in conjunction
- (1.10) Service
- shall refer to specific service that Company shall supply to Hirer as stipulated in the Order.
- (1.11)Third Party
- shall refer to all parties other than Company and Hirer.
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2. Collection / Delivery
- 2.1. Hirer will be responsible for collection of the Equipment from Company’s Location (wherever not stated, the default location will be Company’s Designated Base).
- 2.2. Hirer will be responsible to re-deliver the equipment to Company’s Location (wherever not stated, the default location will be Company’s Designated Base) after completion of the project.
- 2.3. Hirer will be responsible for all transportation and full insurance coverage costs associated with the delivery and return of the equipment based on Ex Works (Incoterms 2020) for delivery and DDP (Incoterms 2020) for returns, unless as agreed in writing with Company. Any transport and handling arranged by Company on behalf of Hirer will be charged at cost plus 15%.
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3. Commencement of Hire & Hire Period
- 3.1. The hire shall commence on the day the Equipment leaves the Company premises unless otherwise stated in Hire Confirmation.
- 3.2. The Equipment shall be deemed on hire for the entire duration of the rental period.
- 3.3. If the Equipment is deemed Faulty by Hirer, a written consent must be provided by the Company to Hirer before the equipment can be Off Hired. It is Hirer’s responsibility to provide a detailed fault report to the Company. In case of disagreement between Hirer and Company on Equipment’s working status, the Equipment shall remain on hire.
- 3.4. The hire shall end on the day the Equipment arrived back at Company premises unless otherwise stated in Hire Confirmation.
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4. Hirer’s Obligations
- 4.1. Hirer undertakes to keep the Equipment in good condition and working order and will be responsible for any loss or damage to the Equipment from whatever cause that may arise, notwithstanding that no fault can be imputed to the Hirer, and Hirer will notify Company immediately of the loss or damage. Hirer shall indemnify the Company accordingly against any losses suffered by Company as a result of Hirer’s obligations under or breach of the provisions set out in this clause.
- 4.2. Hirer is responsible for maintaining the Equipment in good working order. Costs for any maintenance and assistance in relation to the Equipment are under Hirer’s account.
- 4.3. Hirer will be responsible to Company for the full replacement cost of the Equipment or any part thereof which maybe lost or stolen and for full repair costs including parts, labour, and overhead element on items damaged. This condition must be met by Hirer notwithstanding any insurance claim by the Hirer which may be pending. Hirer shall indemnify the Company accordingly against any losses suffered by Company as a result of Hirer’s obligations under or breach of the provisions set out in this clause.
- 4.4. Hirer shall not open, repair, alter part of the Equipment or in full without written consent from the Company. Hire will be responsible to return the Equipment back to Company in original condition at the end of the Hire Period.
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5. Payment Terms
- 5.1. Hirer shall pay Company for each period of Hire based on the amount set out in Company’s invoice which shall be issued at the end of each calendar month or the end of the hire period.
- 5.2. Invoices are payable by Hirer to Company within thirty (30) days of the invoice date. If Hirer fails to pay Company any sum on time, Hirer shall be liable to pay interest on such sum from due date for payment. Such interest is calculated at 2.5% on a compounded basis per month.
- 5.3. Company has the right to enforce upfront payment to Hirer for part of or for the entire duration of the Hire Period at the Company’s sole discretion. In case of upfront payment, Company shall release the Equipment only upon receipt of the upfront payment in full.
- 5.4. In case the Company has any payment pending to be paid to Hirer, Company has the right to contra the amount in full or part with the remaining outstanding to be paid by Hirer within thirty (30) days of the invoice date.
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6. Tax and Duties
- 6.1. Company is responsible for payment of all taxes and contributions, for which Company is liable as imposed by a government authority on its country of corporate registration.
- 6.2. Hirer is responsible for payment of all taxes and contribution, for which Hirer is liable as imposed by a government authority on its country of corporate registration or by a government authority on the country of operation of the Equipment.
- 6.3. Hirer shall be responsible for and agree to pay all costs (including import and export), taxes (withholding tax), levies and duties assessed by any government authority against the project and equipment in connection with importation and/or exportation of the same and Hirer shall indemnify and hold harmless Company from and against any such costs, taxes, levies and duties.
- 6.4. Company confirms that the pricing does not include any taxes, duties, levies or assessments (including withholding taxes) and Hirer is responsible to pay any such costs to the relevant government authority
- 6.5. Equipment supplied by Company may required a Dual Use Export Permit/License from the Singapore Government prior to being released from Company premises. The Company shall not release the Equipment from Company Premises before the Export Permit/License is issued by the relevant government authority. All costs related to such Export Permit/License shall be borne by the Hirer.
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7. Equipment Warranty
- 7.1. Company warrants to Hirer that during Delivery and for the duration of the Rental Period, the supplier Equipment shall remain free from defects and conform to the Equipment specifications in the Order. Company reserves the right to substitute, modify or redesign the Equipment prior to Delivery provided these changes do not affect the performance of the Equipment.
- 7.2. The warranty mentioned under Clause 7.1 are the sole and exclusive warranties provided by Company and Company hereby expressly disclaims all other warranties that maybe be implied by law
- 7.3. The warranties under clause 7.1 do not apply to:
- • Equipment that has been modified by Hirer or any other Third Party after Delivery.
- • Equipment subjected to improper handling, storage, installation, operation, or maintenance by Hirer Group or third parties, including use of unauthorized replacement parts or operation under more severe conditions than those for which the Owner Equipment are manufactured to be used under.
- • Equipment requiring replacement because of natural wear and tear and Defects caused by Hirer or any third party.
- • Hirer's failure to implement any update or upgrade to Equipment as recommended by Company.
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8. Insurance
- 8.1. During the Hire Period, the Hirer at their own expense provide and maintain Insurance for the entire asset value of the Equipment whenever the Equipment is outside Company premises.
- 8.2. Hirer shall when requested provide evidence of such Insurance to Company. All such insurances shall be placed with reputable and substantial insurers, satisfactory to Company. If Hirer fails to provide evidence of Insurance satisfactory to Company, Company reserves the right to request for upfront payment for the entire asset value of the Equipment before releasing the Equipment. If Hirer fails to provide evidence of such insurance and fails to make upfront payment for entire value of Equipment, Company may refuse to provide the Equipment and cancel the Order.
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9. Loss or Damage to Equipment
- 9.1. The Hirer shall bear the entire risk or loss, theft, damage, or destruction to the Equipment from any cause whatsoever as from the date when Equipment leaves Company Premises. No loss, theft, damage or destruction, defect, or defects whatsoever of the Equipment shall in any way relieve the Hirer from any of its obligations and liabilities under this Agreement.
- 9.2. In Case of Loss or Damage to Equipment, Hirer shall immediately notify the Company in writing with details of the Loss or Damage. The Hirer shall reimburse the Company at the current manufacturer’s list price. In case of Equipment no longer in production by the manufacturer, the Hire shall reimburse the Company based on the last list price from the manufacturer. The reimbursement to be paid in full to the Company within thirty (30) days of the invoice date.
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10. Termination and Suspension
- 10.1. Company may terminate the Agreement by giving written notice with immediate effect if;
- • The Hirer fails to pay any sum due to Company on the due date for payment and remains in default for fifteen (15) days after being notified by the Company
- • The Hirer states an intention to commit an act of bankruptcy or act of administration.
- • The Hirer suspends or threatens to suspend payment of its debts or is unable to pay its debts or admits inability to pay its debts.
- • The Hirer suspends or threatens to suspend or cease any part or all of its business.
- • The Hirer allows any execution whether legal or equitable, to be levied on its property or obtained against it or fails to observe or perform any of its obligations under this Agreement or any other between the Hirer and Company.
- • The Hirer fails to maintain the Health, Safety and Environment standards which leads to unsafe and improper execution of work.
- • The Hirer is guilty of a conduct or a course of conduct or is convicted of a criminal offence which may bring Hirer into disrepute.
- 10.2. In the event of Termination or Suspension, Hirer at their own expense shall return all Equipment to Company Premises within fourteen (14 days) from the date of written notice.
- 10.3. Hirer is liable to pay all outstanding dues within fourteen (14 days) from the date of written notice in the even of Termination or Suspension. Company shall issue a final invoice along with the written notice.
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11. Force Majeure
- 11.1. The Hirer shall notify Company in writing immediately in case of a Force Majeure event. Neither party shall be liable for any failure or delay in performing its obligation under the contract to the extent that such failure or delay is caused by Force Majeure Event.
- 11.2. If the Hirer obligation under this agreement has been made impossible, delayed, hindered or temporarily prevented by the Force Majeure event, Hirer shall notify the Company with a reasonable period given the full particulars and shall use reasonable endeavours to mitigate the effects of Force Majeure event without delay.
- 11.3. In case of a Force Majeure Event, The Hirer shall be responsible to return the Equipment to Company Premises within a reasonable time as agreed between Company and Hirer. If Hirer intends to keep the Equipment at site a written consent must be obtained from the Company and all applicable rates, and any additional costs shall be borne by the Hirer.
- 11.4. If the Hirer intends to remobilise the Equipment after the Force Majeure event, the availability of Equipment is subject to Company’s ongoing commitments to other parties and shall be at a time mutually agreed between Hirer and Company.
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12. Title & Intellectual Property
- 12.1. The Equipment at all times shall remain the property of Company and Hirer shall have no right, title or interest in or to the Equipment.
- 12.2. Neither property at any point of time shall have the right of use, other than for purposes of this agreement, whether directly or indirectly any patent, copyright, proprietary right or confidential know how, trademark or process provided by the other party and the Intellectual Property right in such shall remain with the Party providing such patent, copyright, proprietary right or confidential know how, trademark or process.
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13. Confidentiality
- 13.1. All Parties shall treat Confidential information as valuable, proprietary, and confidential information and shall not disclose to any third party without prior written consent from the other party.
- 13.2. Company shall provide all necessary technical information including but not limited to Specifications, Manuals, Drawings, Processes relating to the Equipment in the Order. Hirer shall keep all these information at their possession and shall restrict disclosure of such confidential information to such of its employees, agents, or subcontractors. Upon completion of the Hire Period, Hirer shall immediately dispose and delete all these information.
- 13.3. The Obligation to maintain the confidentiality shall remain with both parties for a period of Five (5) years beyond this Agreement.
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14. Limitation of Liability
- 14.1. Notwithstanding any other term herein, the Company shall not in any way be liable either in contract, tort or otherwise for loss, injury or damage sustained by the Hirer or any other party by reason of any defect in Equipment where such defect be latent or apparent on examination at the time of the delivery / collection. Hirer shall be responsible for and shall save, indemnify, defend and hold harmless Company from and against all Claims of any kind or character (including without limitation, reasonable attorneys’ fees and costs of litigation), asserted by or in favour of any person, party or entity, regardless of whether caused by the negligence, in any form, or fault, or strict liability of any member of Company, or any other person.
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15. Entire Agreement
- 15.1. This Agreement constitutes the entire agreement between Company and Hirer and supersedes all other agreement, including but not limited to Purchase Order / Service Order, Hire Confirmation, Acknowledgement and any other correspondences. No changes shall be made to this Agreement unless otherwise evidenced in writing and duly signed by authorised signatories between both parties. The Parties acknowledge and agree that the Agreement has not been entered into wholly or partly in reliance on, nor has either Party been given, any warranty, statement, promise or representation by the other or on its behalf other than as set out in the Agreement.
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16. Applicable Law
- 16.1. This agreement and all disputes or claims arising out of or in connection with this agreement shall be governed by, interpreted under, construed and enforceable in according with the Law of Singapore. All parties irrevocably agrees that the Singapore courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.
