1. INDEPENDENCY OF THE SOCIETY AND APPLICABLE TERMS
1.1. The Society shall remain at all times an independent contractor
and neither the Society nor any of its officers, employees, servants,
agents or subcontractors shall be or act as an employee, servant or
agent of any other party hereto in the performance of the Services.
1.2. The operations of the Society in providing its Services are exclu-
sively conducted by way of random inspections and do not, in any cir-
cumstances, involve monitoring or exhaustive verification.
1.3. The Society acts as a services provider. This cannot be construed
as an obligation bearing on the Society to obtain a result or as a war-
ranty. The Society is not and may not be considered as an underwriter,
broker in Unit's sale or chartering, expert in Unit's valuation, consulting
engineer, controller, naval architect, manufacturer, shipbuilder, repair
or conversion yard, charterer or shipowner; none of them above listed
being relieved of any of their expressed or implied obligations as a re-
sult of the interventions of the Society.
1.4. The Services are carried out by the Society according to the appli-
cable Rules and to the Bureau Veritas' Code of Ethics. The Society
only is qualified to apply and interpret its Rules.
1.5. The Client acknowledges the latest versions of the Conditions and
of the applicable Rules applying to the Services' performance.
1.6.
Unless an express written agreement is made between the Parties
on the applicable Rules, the applicable Rules shall be the rules applica-
ble at the time of the Services' performance and con tract's execution.
1.7. The Services' performance is solely based on the Conditions. No
other terms shall apply whether express or implied.
2. DEFINITIONS
2.1. "Certificate(s)" means class certificates, attestations and reports
following the Society's intervention. The Certificates are an appraise-
ment given by the Society to the Client, at a certain date, following sur-
veys by its surveyors on the level of compliance of the Unit to the
Society's Rules or to the documents of reference for the Services pro-
vided. They cannot be construed as an implied or express warranty of
safety, fitness for the purpose, seaworthiness of the Unit or of its value
for sale, insurance or chartering.
2.2. "Certification" means the activity of certification in application of
national and international regulations or standards, in particular by del-
egation from different governments that can result in the issuance of a
certificate.
2.3. "Classification" means the classification of a Unit that can result
or not in the issuance of a class certificate with reference to the Rules.
2.4. "Client" means the Party and/or its representative requesting the
Services.
2.5. "Conditions" means the terms and conditions set out in the
present document.
2.6. "Industry Practice" means International Maritime and/or Offshore
industry practices.
2.7.
"
Intellectual Property
" means all patents, rights to inventions, utility
models, copyright and related rights, trade marks, logos, service marks,
trade dress, business and domain names, rights in trade dress or get-up,
rights in goodwill or to sue for passing off, unfair competition rights, rights
in designs, rights in computer software, database rights, topography
rights, moral rights, rights in confidential information (including know-
how and trade secrets), methods and proto cols for Services, and any
other intellectual property rights, in each case whether capable of regis-
tration, registered or unregistered and including all applications for and
renewals, reversions or extensions of such rights, and all similar or
equivalent rights or forms of protection in any part of the world.
2.8. "Parties" means the Society and Client together.
2.9. "Party" means the Society or the Client.
2.10. "Register" means the register published annually by the Society.
2.11.
"
Rules
" means the Society's classification rules, guidance notes and
other documents. The Rules, procedures and instructions of the Society
take into account at the date of their preparation the state of currently avail-
able and proven technical minimum requirements but are not a standard
or a code of construction neither a guide for maintenance, a safety hand-
book or a guide of professional practices, all of which are assumed to be
known in detail and carefully followed at all times by the Client.
2.12
. "
Services
" means the services set out in clauses 2.2 and 2.3 but
also other services related to Classification and Certification such as, but
not limited to: ship and company safety management certification, ship
and port security certification, training activities, all activities and duties
incidental thereto such as documentation on any supporting means, soft-
ware, instrumentation, measurements, tests and trials on board.
2.13. "Society" means the classification society 'Bureau Veritas Ma-
rine & Offshore SAS', a company organized and existing under the
laws of France, registered in Nanterre under the number 821 131 844,
or any other legal entity of Bureau Veritas Group as may be specified
in the relevant contract, and whose main activities are Classification
and Certification of ships or offshore units.
2.14. "Unit" means any ship or vessel or offshore unit or structure of
any type or part of it or system whether linked to shore, river bed or sea
bed or not, whether operated or located at sea or in inland waters or
partly on land, including submarines, hovercrafts, drilling rigs, offshore
installations of any type and of any purpose, their related and ancillary
equipment, subsea or not, such as well head and pipelines, mooring
legs and mooring points or otherwise as decided by the Society.
3. SCOPE AND PERFORMANCE
3.1. The Society shall perform the Services according to the applicable
national and international standards and Industry Practice and always
on the assumption that the Client is aware of such standards and In-
dustry Practice.
3.2. Subject to the Services performance and always by reference to
the Rules, the Society shall:
• review the construction arrangements of the Unit as shown on the
documents provided by the Client;
• conduct the Unit surveys at the place of the Unit construction;
• class the Unit and enters the Unit's class in the Society's Register;
• survey the Unit periodically in service to note that the requirements
for the maintenance of class are met. The Client shall inform the
Society without delay of any circumstances which may cause any
changes on the conducted surveys or Services.
The Society will not:
• declare the acceptance or commissioning of a Unit, nor its construc-
tion in conformity with its design, such activities remaining under the
exclusive responsibility of the Unit's owner or builder;
• engage in any work relating to the design, construction, production
or repair checks, neither in the operation of the Unit or the Unit's
trade, neither in any advisory services, and cannot be held liable on
those accounts.
4. RESERVATION CLAUSE
4.1. The Client shall always: (i) maintain the Unit in good condition after
surveys; (ii) present the Unit after surveys; (iii) present the Unit for sur-
veys; and (iv) inform the Society in due course of any circumstances
that may affect the given appraisement of the Unit or cause to modify
the scope of the Services.
4.2. Certificates referring to the Society's Rules are only valid if issued
by the Society.
4.3. The Society has entire control over the Certificates issued and
may at any time withdraw a Certificate at its entire discretion including,
but not limited to, in the following situations: where the Client fails to
comply in due time with instructions of the Society or where the Client
fails to pay in accordance with clause 6.2 hereunder.
5. ACCESS AND SAFETY
5.1. The Client shall give to the Society all access and information nec-
essary for the efficient performance of the requested Services. The Cli-
ent shall be the sole responsible for the conditions of presentation of
the Unit for tests, trials and surveys and the conditions under which
tests and trials are carried out. Any information, drawings, etc. required
for the performance of the Services must be made available in due
time.
5.2. The Client shall notify the Society of any relevant safety issue and
shall take all necessary safety-related measures to ensure a safe work
environment for the Society or any of its officers, employees, servants,
agents or subcontractors and shall comply with all applicable safety
regulations.
6. PAYMENT OF INVOICES
6.1. The provision of the Services by the Society, whether complete or
not, involve, for the part carried out, the payment of fees thirty (30) days
upon issuance of the invoice.
6.2. Without prejudice to any other rights hereunder, in case of Client's
payment default, the Society shall be entitled to charge, in addition to
the amount not properly paid, interests equal to twelve (12) months LI-
BOR plus two (2) per cent as of due date calculated on the number of
days such payment is delinquent. The Society shall also have the right
to withhold certificates and other documents and/or to suspend or re-
voke the validity of certificates.
6.3. In case of dispute on the invoice amount, the undisputed portion
of the invoice shall be paid and an explanation on the dispute shall ac-
company payment so that action can be taken to solve the dispute.
7. 7. LIABILITY
7.1. The Society bears no liability for consequential loss. For the pur-
pose of this clause consequential loss shall include, without limitation:
• Indirect or consequential loss;
• Any loss and/or deferral of production, loss of product, loss of use,
loss of bargain, loss of revenue, loss of profit or anticipated profit,
loss of business and business interruption, in each case whether
direct or indirect.
The Client shall save, indemnify, defend and hold harmless the Society
from the Client's own consequential loss regardless of cause.
7.2. In any case, the Society's maximum liability towards the Client is
limited to one hundred and fifty per-cents (150%) of the price paid by
the Client to the Society for the performance of the Services. This limit
applies regardless of fault by the Society, including breach of contract,
breach of warranty, tort, strict liability, breach of statute.
7.3. All claims shall be presented to the Society in writing within three
(3) months of the Services' performance or (if later) the date when the
events which are relied on were first discovered by the Client. Any
claim not so presented as defined above shall be deemed waived and
absolutely time barred.
8. INDEMNITY CLAUSE
8.1. The Client agrees to release, indemnify and hold harmless the So-
ciety from and against any and all claims, demands, lawsuits or actions
for damages, including legal fees, for harm or loss to persons and/or
property tangible, intangible or otherwise which may be brought
against the Society, incidental to, arising out of or in connection with
the performance of the Services except for those claims caused solely
and completely by the negligence of the Society, its officers, employ-
ees, servants, agents or subcontractors.
9. TERMINATION
9.1. The Parties shall have the right to terminate the Services (and the
relevant contract) for convenience after giving the other Party thirty
(30) days' written notice, and without prejudice to clause 6 above.
9.2. In such a case, the class granted to the concerned Unit and the
previously issued certificates shall remain valid until the date of effect
of the termination notice issued, subject to compliance with clause 4.1
and 6 above.
10. FORCE MAJEURE
10.1. Neither Party shall be responsible for any failure to fulfil any term
or provision of the Conditions if and to the extent that fulfilment has
been delayed or temporarily prevented by a force majeure occurrence
without the fault or negligence of the Party affected and which, by the
exercise of reasonable diligence, the said Party is unable to provide
against.
10.2. For the purpose of this clause, force majeure shall mean any cir-
cumstance not being within a Party's reasonable control including, but
not limited to: acts of God, natural disasters, epidemics or pandemics,
wars, terrorist attacks, riots, sabotages, impositions of sanctions, em-
bargoes, nuclear, chemical or biological contaminations, laws or action
taken by a government or public authority, quotas or prohibition, expro-
priations, destructions of the worksite, explosions, fires, accidents, any
labour or trade disputes, strikes or lockouts
11. CONFIDENTIALITY
11.1. The documents and data provided to or prepared by the Society
in performing the Services, and the information made available to the
Society, are treated as confidential except where the information:
• is already known by the receiving Party from another source and is
properly and lawfully in the possession of the receiving Party prior
to the date that it is disclosed;
• is already in possession of the public or has entered the public
domain, otherwise than through a breach of this obligation;
• is acquired independently from a third party that has the right to dis-
seminate such information;
• is required to be disclosed under applicable law or by a governmen-
tal order, decree, regulation or rule or by a stock exchange authority
(provided that the receiving Party shall make all reasonable efforts
to give prompt written notice to the disclosing Party prior to such
disclosure.
11.2. The Society and the Client shall use the confidential information
exclusively within the framework of their activity underlying these Con-
ditions.
11.3. Confidential information shall only be provided to third parties
with the prior written consent of the other Party. However, such prior
consent shall not be required when the Society provides the confiden-
tial information to a subsidiary.
11.4. The Society shall have the right to disclose the confidential infor-
mation if required to do so under regulations of the International Asso-
ciation of Classifications Societies (IACS) or any statutory obligations.
12. INTELLECTUAL PROPERTY
12.1. Each Party exclusively owns all rights to its Intellectual Property
created before or after the commencement date of the Conditions and
whether or not associated with any contract between the Parties.
12.2. The Intellectual Property developed for the performance of the
Services including, but not limited to drawings, calculations, and re-
ports shall remain exclusive property of the Society.
13. ASSIGNMENT
13.1. The contract resulting from to these Conditions cannot be as-
signed or transferred by any means by a Party to a third party without
the prior written consent of the other Party.
13.2. The Society shall however have the right to assign or transfer by
any means the said contract to a subsidiary of the Bureau Veritas
Group.
14. SEVERABILITY
14.1. Invalidity of one or more provisions does not affect the remaining
provisions.
14.2. Definitions herein take precedence over other definitions which
may appear in other documents issued by the Society.
14.3. In case of doubt as to the interpretation of the Conditions, the
English text shall prevail.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1. The Conditions shall be construed and governed by the laws of
England and Wales.
15.2. The Society and the Client shall make every effort to settle any
dispute amicably and in good faith by way of negotiation within thirty
(30) days from the date of receipt by either one of the Parties of a writ-
ten notice of such a dispute.
15.3. Failing that, the dispute shall finally be settled by arbitration under
the LCIA rules, which rules are deemed to be incorporated by refer-
ence into this clause. The number of arbitrators shall be three (3). The
place of arbitration shall be London (UK).
16. PROFESSIONNAL ETHICS
16.1. Each Party shall conduct all activities in compliance with all laws,
statutes, rules, and regulations applicable to such Party including but
not limited to: child labour, forced labour, collective bargaining, discrim-
ination, abuse, working hours and minimum wages, anti-bribery, anti-
corruption. Each of the Parties warrants that neither it, nor its affiliates,
has made or will make, with respect to the matters provided for here-
under, any offer, payment, gift or authorization of the payment of any
money directly or indirectly, to or for the use or benefit of any official or
employee of the government, political party, official, or candidate.
16.2. In addition, the Client shall act consistently with the Society's
Code of Ethics of Bureau Veritas. http://www.bureauveritas.com/
home/about-us/ethics+and+compliance/
Bureau Veritas Marine & Offshore General Conditions - Edition January 2017
MARINE & OFFSHORE - GENERAL CONDITIONS