Clauses:

 

1/ SCOPE OF APPLICATION:

The clauses in these MB92 General Terms and Conditions for Contractors shall apply to all kind of supplies (including, but not limited to, the purchase of accessories and/or spare parts), services and works (such activities being herein after referred to as “Work” or “Works”) executed for or provided to MB92 by the Contractor that provides supplies to MB92 and/or renders it services or carry out works contracted by MB92.

 

2/ TARIFFS, ACTIVITIES AND TRADE MARKS:

The Contractor shall notify MB92 its tariffs in force and any changes in them, at least 30 days before the date on which the new tariffs come into force. The weights, measures, capacities, prices, performances and other data stated in the Contractor’s catalogues, brochures and circulars or sent by it, shall be of a binding nature for the Contractor, unless a specific contract or order refers expressly to the afore said parameters or concepts with different values, or it is stated that they are of a purely illustrative nature. The Contractor shall inform MB92 of all its professional activities, and of all the products and/or trademarks it deals with, updating this information regularly.

 

3/ ESTIMATES:

The Contractor shall send MB92 any estimate previously requested by the latest within 48 hours of MB92’s request unless it is agreed differently in writing. Should the Contractor not be able to comply with this term or not interested in executing the Work or Works requested by MB92, it shall explicitly inform MB92 before the end of the said 48 hours term.

 

4/ ORDER FORMS:

The orders placed by MB92 through the order form shall be considered accepted by the Contractor if the later does not explicitly notify MB92 its disagreement with them within 24 hours of the placement. In the event of the Contractor giving a conditional acceptance to an order, such order shall not bind MB92 unless it accepts expressly the said conditions and changes in consequence its order form, and thereafter the order acceptation procedure established herein shall be followed.

Whenever MB92 has previously requested the Contractor a quotation for the Works, such quotation shall be considered accepted by MB92 by its issuing and sending the relevant order form to the Contractor. That not withstanding, in the event of a discrepancy between the Contractor’s quotation and the order form sent by MB92, the conditions set forth in the later shall prevail unless the Contractor notifies MB92 its disagreement with such discrepancies in writing.

Likewise, in the event of the need for additional Works not included in the order forms issued by MB92, every addition must be notified to MB92 in writing by the Contractor before starting, with the relevant description and assessment, and accepted by MB92 by issuing a new order form.

In the event of Time and Material Works, the Order Form shall include the price per hour to be invoiced by the Contractor, taking into account the professional qualification and experience of the Contractor’s employees, as well as, if applicable, the price of the materials to be used.

 

5/ OT NUMBER:

MB92 shall provide the Contractor in the Order Form the relevant OT (“Work Order”) number, which the Contractor must quote in all its delivery notes, worksheets and subsequent invoice.

 

6/ WRITTEN FORM:

Any agreement between the Contractor and MB92 must be entered into in writing. Besides, any modification of an agreement signed by the Contractor and MB92 must be drawn up in writing and signed by both parties, and as for the orders, by MB92 issuing the relevant modification or revision form.

 

7/ ORDER CANCELLATION:

MB92 is entitled to freely cancel any placed order before the start of the relevant Works. To that effect, it shall send a written notice to the Contractor who shall not be entitled to any kind of compensation. In the event of the cancellation of an order by MB92 once the Works have started, MB92 shall notify the Contractor in writing and shall compensate him for the duly evidenced damages that such cancellation may have caused, excluding the loss of earnings. If the Contractor cancels any order placed by MB92 pursuant to the clauses herein, it must notify MB92 in writing and compensate for the damages, including the loss of earnings, which such cancellation may have caused.

 

8/ EXTENT OF THE WORKS:

The extent of the works shall be established in the relevant order form issued by MB92 and accepted by the Contractor as stated herein and the Contractor has the obligation to perform all the necessary actions, without any additional cost for MB92, to make good and be available to MB92, in order to execute correctly the work or to provide the service defined in the order form.

If the Works consist in providing MB92 with equipment or installations, whatever is required for the delivery at the agreed place, the start up and the correct operation of the equipments or installations provided shall be considered as included in the price to be paid by MB92 set out in the relevant order form.

Likewise, in the event of the Works consisting in the provision of equipments or installations, such equipments or installations must comply with all and every one of the requirements stated in each case both by the law as well as by the ships Classification Societies. The Contractor warrants that the equipments or installations provided are suitable for their purpose, as well as their compatibility with equipments or installations provided by other Contractors and with the vessel’s own equipment.

 

9/ TIME AND MATERIALS WORKS:

In those cases where the order placed by MB92 for the “Time & Materials” modality, the Contractor will be solely responsible for the supervision and management of the personnel assigned to the requested works, and must submit a daily worksheet containing the Information specified in Clause 17.

 

10/ DELIVERY FOR SUPPLIES:

If the Works consist of the delivery by the Contractor of goods or equipment, and unless otherwise agreed by the parties, the delivery shall take place at MB92´s facilities.

In the event of the parties agreeing to a different place for the delivery, the Contractor shall be responsible for the relevant transport and insurance, and shall inform MB92 of the particulars of such transport, in advance and in writing to MB92´s corresponding department.

In both cases, the goods or equipment being delivered must be accompanied by the relevant delivery note, in which the OT and order number and the code of each item must be clearly specified.

Where no incoterm is defined, supplies shall be deemed to be delivered DAP (incoterms 2010) MB92 place of business or any other place of delivery as specified in the Order Form.

 

11/ PACKAGING:

The Contractor shall be responsible for any damage suffered by the part, accessory or material to be provided to MB92 during the transport due to poor packaging. The packaging of such products, parts or accessories shall be properly labelled, according to MB92 instructions, so as to allow the identification of their contents, and the number of OT and order without their being opened nor handled.

 

12/ RETURNS:

The goods or equipments delivered by the Contractor that do not comply with the specifications or the minimum quality standards shall be rejected and returned to the Contractor freight collect, unless MB92 accepts an alternative solution. In any case, the costs and expenses caused to MB92 by reason of the foregoing shall always be paid by the Contractor.

 

13/ WORKING TIME:

If the Works consist in carrying out a work or providing a service, they shall be performed during the shipyard normal working times: Monday to Friday from 8 to 13 and from 14 to 17 hours.

 

14/ OVERTIME:

The Contractor can only carry out the works within the times set forth the previous Clause (normal times). Carrying out the works outside these times (including, but not limited to, overtime, holydays, night works) must be requested by MB92 through a written request of the Project Manager assigned to the project or his or her superior.

 

15/ CARRYING OUT THE WORKS AT MB92’S FACILITIES:

If the Works are carried out at MB92’s facilities, the Contractor shall comply with the Safety, Order, Cleanliness and Environmental Regulations in force in MB92’s facilities, which shall be provided to the Contractor before the start of the Works. Besides, the Contractor shall be responsible for giving MB92 reasonable notice in writing before the start of the Works of all the ancillary services needed for the Works to be carried out, as well as of the necessary protective measures.

The Contractor is responsible for withdrawing any residues caused by it, and cleaning all the areas used during the Works, handling the residues according to the relevant regulations in force and for providing MB92, if required, written evidence of the fulfilment of such obligation.

 

16/ COMPLETION OF THE WORKS:

The Contractor shall inform MB92 of the completion of the Works by the means of a delivery note, and in the event of Time and Materials Works, stating so in the last worksheet. Nevertheless, the Works shall not be considered as completed until they have been accepted by MB92 by the means of the signature of the relevant delivery note or worksheet.

If the Contractor is unable to complete the Works or deliver the required supplies before the deadline, it must inform MB92 as soon as it is aware of such circumstance.

 

17/ WORKSHEETS AND DELIVERY NOTES:

On Time and Materials Works the Contractor must send MB92, within two working days of the completion, the relevant worksheets, in English language, which must comply with the layout provided by MB92 and whose minimal contents shall be as follows: a) OT under which the charges are made; b) date of execution; c) worker who has performed the Works, stating his or her professional category; d) type and amount of hours worked e) description of the work carried out; d) work place (workshop or on board); e) time period in which the work has been carried out (start and end hour); f) list of the materials used with its relevant valuation. Such worksheet shall not be valid without the appropriate signature of a MB92 representative, who, if in disagreement with the contents stated by the Contractor, can let it be known to the Contractor within five working days.

 

18/ DEFECTS:

Should MB92 or its authorized representative notice, as a result of a test, inspection or checking, the existence of defects or the lack of conformance of the supplied products or the work carried out to the technical specifications of the contract or the order form, MB92 shall inform the Contractor in writing, who shall be responsible for correcting such defects.

The Contractor shall pay all the expenses arising from such correction, including those arising during the production and the final tests. The Contractor may choose whether to participate in the tests performed by MB92 or a third party on its behalf, and shall be allowed to see the results, it being responsible for the expenses arising from such participation.

 

19/ APPLICABLE PRICES:

The prices applied to the Works shall be the prices agreed and confirmed in the order forms issued by MB92 and accepted by the Contractor according to Clause 4. The Contractor can invoice MB92, apart from the prices agreed as per this Clause, only those additional charges that, arising from the carrying out of the Works (packaging, start up, transport, technical surveys, etc) have been reported in writing by the Contractor and accepted by MB92 before the execution of the Works.

 

20/ INVOICING:

The Contractor shall quote in all its invoices the relevant OT number, previously provided by MB92 in the order form. MB92 shall not be obliged to pay any invoice that does not specify such OT number.

The invoices issued by the Contractor shall not be accepted by MB92 until the quality of the delivered Works has been checked and the Contractor has corrected any deviations and defects detected.

 

21/ INVOICING THE WORKS OF A COMPLETED PROJECT:

MB92 shall inform the Contractor of the completion date of the projects in which the Contractor cooperates. It is mandatory for the Contractor to submit to MB92 any assessed delivery note for works pending to be invoiced of the OT’s for such project within 15 calendar days of the completion. Any delivery note submitted after that date shall not be admitted by MB92.

 

22/ PAYMENT METHOD:

In the absence of a specific written agreement between the parties regarding the payment method, MB92 shall pay the invoices issued by the Contractor as per its general payment terms: Payments to be made on the 25^th of the calendar month after 45 days following date of invoice.

 

23/ EMPLOYMENT, HEALTH AND SAFETY LEGISLATION:

1. Both parties expressly declare that the Contractor is a company independent from MB92, and that, by virtue of the Works commissioned, none of the Contractor’s employees or contributors has any employment relationship at all with MB92. Therefore, at the end of the services requested by MB92, the Company shall not be bound, with regard to such employees or contributors of the Contractor, to any of the statutory obligations of the employers towards the employees. In this respect, the Contractor’s personnel shall not be subject, under any circumstance, to MB92’s disciplinary faculties or employer powers for management and organization. Thus, to address any issue related with the Services, the parties shall appoint, with exclusive capacities, the appropriate coordinators.

The Contractor is bound to assume any tax, employment and Social Security liabilities related to its own personnel, as well as to hold MB92 harmless from any economic losses suffered or expenses of any kind incurred by the Contractor as a result of any employment and/or tax and/or Social Security claim related to the persons employed by the Contractor, including the costs and expenses arising from MB92 counsel.

In order to warrant compliance with such employment, tax and Social Security obligations, the Contractor must submit on a monthly basis, together with the invoice for the services provided, and, in any case, whenever MB92 so requests, the following documents:

(I) Original or certified true copy of the certificate issued by the Tax Authorities (Agencia Estatal de Administración Tributaria or any other competent body pursuant to the law in force for the time being) evidencing that the Constructor has not outstanding tax debts.

(II) Original or certified true copy of the certificate issued by the Social Security Authorities (Tesorería General de la Seguridad Social or any other competent body pursuant to the law in force for the time being), evidencing that the Contractor has not outstanding Social Security debts.

(III) Certified true copy of TC1 and TC2 forms or the last self employed payment where the workers assigned to the provision of Services appear. Such TC1 and TC2 or self employed payment receipts must bear the bank’s stamp where the payment has been made.

(IV) Pursuant to the Law 31/1995, on Occupational Hazards Prevention, and relevant regulations (particularly the Royal Decree.

171/2004, of the 30th of January, which implements article 24 of the Law 31/1995, on the coordination of business activities, hereinafter the “Royal Decree 171/2004”), the Contractor declares that it knows the safety rules and/or procedures set by MB92 regarding the activities carried out by it as well as regarding MB92 facilities, so that the Contractor accepts such safety rules and/or procedures and undertakes to comply with the instructions set to that end by MB92.

The Contractor, before starting the Services, shall submit to MB92 the following documents, in which the Contractor shall have taken

into account the occupational hazard prevention information and instructions received from MB92:

(I) Original or certified true copy of the certificate issued by the Tax Authorities (Agencia Estatal de Administración Tributaria or any other competent body pursuant to the law in force for the time being) evidencing that the Constructor has not outstanding tax debts.

(II) Original or certified true copy of the certificate issued by the Social Security Authorities (Tesorería General de la Seguridad Social or any other competent body pursuant to the law in force for the time being), evidencing that the Contractor has not outstanding Social Security debts.

(III) Certified true copy of TC1 and TC2 forms or the last self employed payment where the workers assigned to the provision of Services appear. Such TC1 and TC2 or self employed payment receipts must bear the bank’s stamp where the payment has been made.

(IV) Pursuant to the Law 31/1995, on Occupational Hazards Prevention, and relevant regulations (particularly the Royal Decree 171/2004, of the 30th of January, which implements article 24 of the Law 31/1995, on the coordination of business activities, hereinafter the “Royal Decree 171/2004”), the Contractor declares that it knows the safety rules and/or procedures set by MB92 regarding the activities carried out by it as well as regarding MB92 facilities, so that the Contractor accepts such safety rules and/or procedures and undertakes to comply with the instructions set to that end by MB92.

The Contractor, before starting the Services, shall submit to MB92 the following documents, in which the Contractor shall have taken into account the occupational hazard prevention information and instructions received from MB92:

• List with the name, surnames, ID card number (DNI or NIE) and office of the workers who are providing the Service. Such list must designate the Provider’s contact person with MB92 on occupational hazard prevention matters.
• Document appointing the preventive officer, who shall be in attendance during the execution of the Contractor’s Works in MB92’s facilities.
• Certified true copy of the Affiliation Agreement to an Occupational Accidents and Illness Mutual Insurance Company.
• Certified true copy of the Services Deed, Contract or Certificate where the kind of organizational scheme taken up by the Contractor is evidenced (External Prevention Service, Own/Joint Prevention Scheme, Appointed Employee, etc.) pursuant to the Law 31/1995, of Occupational Hazard Prevention.
• Health Surveillance Arrangement.
• Hazard assessment and preventive planning regarding the hazards specific to the Services to be provided to MB92.
• Prevention plan for the hazards specifically detected in (vii) above.
• Documents evidencing that the Contractor’s workers assigned to the Services have received the information and training appropriate to their execution and on the relevant law and regulations
• Documents evidencing that the Contractor’s workers assigned to the Services have received the individual protection equipment necessary to carry out their job, as well as the appropriate training for its use.
• Certified true copy of the medical certificate of fitness of each worker assigned to the Services to be provided to MB92.
• Documents evidencing the coordination with the Contractor’s subcontractors pursuant to RD 171/2004, as well as to any other companies also working in the work place (internal business activities coordination letters)
• Documents evidencing that the Contractor’s and external teams, means of transport, etc are the appropriate and in good condition, and comply with the rules and regulations in force (EU labelling, certification, testing on a regular basis).

Services cannot be provided when circumstances which may be dangerous for the personnel exist or arise, and as long as they are not resolved. MB92 is not liable for the payment of the Services until such circumstances have been resolved.

In order to comply with article 11 of the Royal Decree 171/2004, the parties shall appoint the Coordinators referred to in the first paragraph of this clause as persons in charge of the coordination of the preventive activities.

 

24/ INSURANCE:

The Contractor shall hand over to MB92 a copy of the Civil Responsibility insurance policy to provide enough coverage for any hazards arising from the Works.

 

25/ WARRANTY:

The Contractor warrants the entire Works that form the subject matter of the contract or order, as well as the parts or pieces that make them up for at least 12 month since its completion, according to Clause 16 above, or a longer term agreed in writing by the parties, trying to fit it into the contractual warranty agreed by MB92 with the ship-owner of the vessel in which the Contractor has delivered its services or carried out the Works. In the event of the recurring failure of a part, the warranty for that part shall be extended after each repair or replacement for 12 additional months. That notwithstanding, the term of such extension may be further extended by agreement in writing of the parties.

 

26/ PENALTIES:

In the event of non-compliance by the Contractor with the terms agreed for the completion of the Works or supply, MB92 shall pass on to the Contractor the damages caused and/or which might be caused to MB92 by such breach.

 

27/ REPRESENTATIVE:

The Contractor shall designate a person to act as its representative before MB92 in any matter related to the carrying out of the agreed supply and shall give MB92 in writing the particulars of the person assigned to that role. Such representative must have, in any case, the appropriate professional qualification and the written Letters of Representation to carry out such representation efficiently, and both the qualification and the representation shall be evidenced in writing to MB92.

 

28/ INTEGRITY:

The rules herein make null and void and replace any other condition included in tariffs, invoices, Contractor’s sales conditions, or any other documents inconsistent with them, without prejudice of what is explicitly declared in these General Terms and Conditions for Contractors regarding the force and prevalence of other documents.

 

29/ CONFIDENTIALITY:

The Contractor will maintain in the strictest confidentiality and will not use or disclose any confidential information of MB92, and will ensure that all their subcontractors and all their respective positions, managers, agents and affiliates do the same.

The expression “Confidential information” means all non-public information that the Contractor has had or will have access to before being hired by MB92, or as a consequence. Including without limitation, the terms and conditions of any Order Form, services performed hereunder, all documentation, anyone that is by nature, related to the ship or its equipment, policies, intentions or business practices of MB92, information received from other than MB92 is obliged to be treated as confidential, and information concerning the identity of MB92 or any of its affiliates or their respective administrators charges, shareholders, agents, employees and contractors. Confidential information does not include information that becomes public without the fault of the contractor, or information which comes to knowledge of the contractor of an independent source with legal right to disclose it.

 

30/ DATA PROTECTION:

By the signing of the present clauses you expressly give your consent to the treatment of your data and to allow it to be held on file, whose sole responsibility will be that of MARINA BARCELONA 92, SA with the aim being to meet the business relationship demands that bind us, to inform you periodically for news and announcements that may be of interest to you, and to offer you other services that we understand you may need.

In addition, consent is given, if necessary to comply with the above, to transfer data to a third party for the fulfilment of purposes directly related to our legitimate functions, all acting according to and within the law. This third party collaborates directly or indirectly in the provision of the services requested by you or whose intervention makes it possible to optimize our business relationship with you.

In accordance with the provisions of the organic law of Protection of Data of Personal Character 15/1999, of 13 December, the treatment of personal data will be exclusively for the purposes for which it was collected. In addition, we advise that you have the rights to access, opposition, rectification and cancellation thereof, and this can be put into effect at any time by sending a written request to MARINA BARCELONA 92 SA, Paseo Juan de Borbón No. 92, 08039 Barcelona.

 

31/ COMPLIANCE TO ETHICAL CODE AND ANTICORRUPTION POLICY:

The contractor knows the Ethical Code and the Anti-Corruption Policy of MARINA BARCELONA 92, S.A. which are available on the website of the company.

The contractor  states that it has been duly advised of the commitment by MARINA BARCELONA 92, S.A. to ensuring that its trading partners and other third parties with which it maintains relationships conduct themselves in accordance both with the values specified for in the Code and with the rules provided for in the Anti-corruption Policy.

Consequently, any breach of the Code of Ethics and/or the Anti-corruption Policy by the Supplier, whether directly or indirectly through third parties with which it maintains relationships, will entitle MARINA BARCELONA 92, S.A. to warn the Supplier by means of written notice. In the event that [the Supplier] fails to cease and desist from its conduct within a non-extendable term of five (5) business days, MARINA BARCELONA 92, S.A. will be entitled to terminate the Contract agreement unilaterally and immediately, without prejudice to any indemnity to which it may be entitled to receive from the Supplier for such damages as may have been caused to it.

 

32/ SPECIFIC TERMS AND CONDITIONS:

Where in an order form discrepancies exist between its specific conditions and the rules of these General Terms and Conditions for Contractors, the former shall prevail over the later.

 

33/ APPLICABLE LAW AND JURISDICTION:

This General Terms and Conditions as well as any issue related to the execution of the Works are governed by the Spanish law and regulations, and any dispute or divergence shall be decided by the Courts of the city of Barcelona (Spain), to which both parties expressly submit, expressly waiving any right they might have to any other jurisdiction to which they could be entitled.