Ocean Infinity 2024
Ocean Infinity

TERMS AND CONDITIONS FOR EQUIPMENT RENTAL

  1. Interpretation
    • The following definitions and rules of interpretation apply in the Contract.
    • 1.1 Definitions
      • Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
      • Applicable Law: all applicable laws, statutes and regulations from time to time in force.
      • Background IPR: any and all Intellectual Property Rights that are owned by or
        licensed to either party and which are or have been developed independently of the contract (whether prior to the Contract or otherwise).
      • Business Day: a day, other than a Saturday, Sunday.
      • Change Order: has the meaning given to it in clause 8.2.
      • Charges: the sums payable for the Supply, as set out in the Purchase Order.
      • Conditions: these terms and conditions.
      • Contract: has the meaning given to it in clause 2.1.
      • Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
      • Confidential Information: any details of the Contract and any kind of business,
        corporate, commercial, product, proprietary, technical information, data, any copies or abstracts, apparatus, modules, samples, financial and any and all other information exchanged by the Parties, irrespective of the medium in which such information is disclosed and irrespective of whether the information is marked confidential or not.
      • Deliverables: any outputs of the use of Equipment (in any form or media), including
        any, data, documents, goods, products and materials provided by the Supplier as
        specified in Purchase Order, and any other data, documents, goods, products and
        materials provided by the Supplier as part of or in relation to the use of the Equipment.
      • Equipment: any equipment and related systems provided by the Supplier which shall be rented to Ocean Infinity as set out in the Purchase Order.
      • Intellectual Property Rights: patents, utility models, rights to inventions, copyright
        and neighbouring and related rights, moral rights, trademarks and service marks,
        business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      • Milestones: a date by which a part of the Supply is to be completed, or Equipment or Personnel are to be delivered, as set out in the Purchase Order or an associated
        schedule.
      • Ocean Infinity: the Ocean Infinity entity named in the Purchase Order.
        Personnel: the Supplier’s personnel who will operate the Equipment in accordance
        with the Purchase Order.
      • Purchase Order: Ocean Infinity’s purchase order issued to the Supplier specifying the Deliverables, Equipment and Personnel to be provided by the Supplier.
      • Supplier: the entity named in the Purchase Order who shall perform the Supply.
      • Supply: the provision of Personnel, Equipment and Deliverables by the Supplier (as
        applicable), in accordance with the Contract.
      • Worksite: the lands, waters and other places on, under, in or through which the Supply is to be delivered.
    • 1.2 Clause and paragraph headings shall not affect the interpretation of the Contract.
    • 1.3 The Contract shall be binding on, and ensure to the benefit of, the parties to the
      Contract and their respective personal representatives, successors and permitted
      assigns, and references to any party shall include that party’s personal
      representatives, successors and permitted assigns.
    • 1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    • 1.5 A reference to a statute or statutory provision shall include all subordinate legislation
      made as at the date of the Contract under that statute or statutory provision.
    • 1.6 A reference to writing or written includes email but not fax.
    • 1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
    • 1.8 A reference to the Contract or to any other agreement or document referred to in the Contract is a reference of the Contract or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this the Contract) from time to time.
    • 1.9 Any words following the terms including, include, in particular, for example or any
      similar expression shall be construed as illustrative and shall not limit the sense of the
      words, description, definition, phrase or term preceding those terms.
  2. Basis of contract
    • 2.1 The Purchase Order constitutes an offer by Ocean Infinity to rent Equipment and
      Personnel and to receive the Deliverables generated or created from such Equipment
      from the Supplier in accordance with these Conditions, which upon acceptance, shall
      form a contract for the Supply (the “Contract”).
    • 2.2 The Purchase Order shall be deemed to be accepted on the earlier of
      (a) the Supplier issuing written acceptance of the Purchase Order; or
      (b) any act by the Supplier consistent with fulfilling the Purchase Order,
      at which point and on which date the Contract shall come into existence.
    • 2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, save that any special conditions contained in the Purchase Order shall take precedence over these Conditions but only to the extent that they conflict with these Conditions.
    • 2.4 The Contract shall apply to the supply of Equipment, Personnel and Deliverables
      except where the application to one or the other is specified.
  3. Scope of Supply
    • 3.1 The term of the Supply shall be as specified in the Purchase Order.
    • 3.2 The Supplier shall supply the Equipment and Personnel to Ocean Infinity, and shall
      deliver the Deliverables as required by Ocean Infinity, in accordance with these
      Conditions and as set out in the Purchase Order, in consideration for which Ocean
      Infinity shall pay the compensation calculated pursuant to the Purchase Order, and in
      accordance with clause 10.
  4. The Equipment
    • 4.1 Unless otherwise agreed, the Equipment shall be delivered by the Supplier to Ocean Infinity´s premises at the dates specified in the Purchase Order, at the Supplier´s risk and cost.
    • 4.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to Ocean Infinity upon delivery of the Equipment at Ocean Infinity´s premises. For the purpose of delivery, Ocean Infinity´s premises are at the location specified in the Purchase Order, unless another location is mutually agreed by the parties. The Equipment shall remain at the sole risk of Ocean Infinity until it is collected by the Supplier or its appointed agent at the Ocean Infinity´s premises and any further term during which the Equipment is in the possession, custody or control of Ocean Infinity.
      Notwithstanding the above, when the Equipment is operated by the Personnel, all risk
      of loss, damage, destruction or otherwise shall be with the Supplier and Ocean Infinity
      shall have no liability in relation to the Personnel´s operation of the Equipment.
    • 4.3 The Equipment shall be returned to the Supplier in the same condition in which it was delivered to Ocean Infinity, fair wear and tear excepted, at the date and place set out int the Purchase Order, or as otherwise mutually agreed by the parties. In the event of any theft, destruction, loss (constructive or total) or damage to the Equipment caused
      by Ocean Infinity´s acts or omissions which requires repair or replacement, Ocean
      Infinity shall at its sole discretion, either (i) immediately pay the Supplier a sum equal
      to the repair or replacement cost to be incurred calculated with reference to market
      rates in Western Europe at the time of redelivery; or (ii) in the event of part destruction
      or loss, provided Ocean Infinity has the required knowledge, at its cost, repair the
      Equipment to the reasonable satisfaction of the Supplier.
    • 4.4 The Supplier shall remain responsible for routine maintenance and repair of the
      Equipment during the term of the Contract. The Supplier may direct Ocean Infinity to
      undertake maintenance and/or alterations to the Equipment at rates mutually agreed
      by the parties. Unless Ocean Infinity performs the maintenance, Ocean Infinity shall
      allow the Supplier and/or its agents to perform maintenance at such reasonable times
      as notified by the Supplier. Ocean Infinity shall not perform any maintenance or
      otherwise without the Supplier´s prior written consent.
    • 4.5 If the Equipment will be used at sea, the Equipment shall be deployed and operated from Ocean Infinity´s vessel, under the supervision of the Personnel, according to Ocean Infinity´s requirements as to timing and location of deployment at Ocean Infinity’s direction, at the Worksite.
    • 4.6 In case of any failure or defect in the Equipment not caused by the acts or omissions of Ocean Infinity, the Supplier and/or Personnel shall investigate the cause of the failure or defect and either repair and/or replace the Equipment (or any part thereof) whichever causes the least delay to the operations.
    • 4.7 In the event that Ocean Infinity makes any modifications to the Equipment, Ocean
      Infinity must reinstate it to the condition it was in before the modification, to the
      satisfaction of the Supplier, before it is returned to the Supplier, unless otherwise
      agreed.
    • 4.8 The Equipment shall at all times remain the property of the Supplier, and Ocean Infinity shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the Conditions).
    • 4.9 Except where the Personnel is operating the Equipment, Ocean Infinity shall be
      responsible for storing, loading, unloading and safely and securely installing/stowing
      and carrying the Equipment, in accordance with the Supplier’s requirements (including any required engineering, calculations and strength testing).
  5. The Supplier’s obligations
    • 5.1 The Supplier shall, as a condition of the Contract:
      (a) provide the Supply in accordance with the Purchase Order and these
      Conditions and deliver them in accordance with any agreed Milestones,
      performance dates or other delivery intervals;
      (b) ensure that the Supply will conform in all respects with the Purchase Order
      and any technical specifications, scope of work, reference material or
      requirements documentation provided by Ocean Infinity;
      (c) ensure that the Equipment shall be of satisfactory quality and fit for any
      purpose expressly or implicitly made known to the Supplier by Ocean Infinity,
      and in this respect Ocean Infinity relies on the Supplier’s skill and judgment;
      (d) perform the Supply with a level of care, skill and diligence in accordance with
      best practice in the Supplier’s industry, profession or trade;
      (e) ensure that the Equipment are of the best quality and are free from defects in
      workmanship, installation and design;
      (f) co-operate with Ocean Infinity and comply with Ocean Infinity’s reasonable
      instructions in all matters relating to the Supply;
      (g) before the date on which the Supply are to start, obtain and at all times,
      maintain during the term of the Contract, all necessary licences and consents
      and comply with all Applicable Laws in relation to the Equipment and
      Personnel;
      (h) observe all health and safety rules and regulations and any other reasonable
      security requirements that apply at any of Ocean Infinity’s premises from time
      to time and that have been communicated to it;
      (i) notify Ocean Infinity in writing immediately upon the occurrence of a change
      of control of the Supplier;
      (j) ensure that all Equipment are delivered with good and clear title, free of lien
      or encumbrance or any other security interest;
      (k) be responsible for all visas, work permits, offshore certificates and other
      relevant permits and licences as required for its Personnel; and
      (l) on or before delivery of the Equipment supply Ocean Infinity with all necessary
      documentation needed for operation and customs purposes.
    • 5.2 Without prejudice to any other rights or remedies Ocean Infinity may have, Ocean
      Infinity may, at its option, require the Supplier to repair, replace, re-perform or issue a
      full refund in respect of any Supply delivered in breach of clause 5.1 (as applicable).
    • 5.3 These Conditions shall extend to any substituted or remedial services supplied by the Supplier.
    • 5.4 Ocean Infinity’s rights and remedies under the Contract are in addition to, and not
      exclusive of, any rights and remedies implied by statute and common law.
    • 5.5 In relation to the Personnel, the Supplier shall ensure that the Personnel involved in the provision of the Supply have suitable skills and experience to enable them to
      perform the tasks assigned to them, and that such personnel are in sufficient number
      to enable the Supplier to fulfil its obligations under the Contract. In the event that the
      Purchase Order names specific Personnel to perform the Supply, the Personnel shall
      not be replaced without the prior written approval of Ocean Infinity which shall not be
      unreasonably withheld. Ocean Infinity shall not be liable for any tasks performed by
      the Personnel.
    • 5.6 Where the named Personnel will operate the Equipment onboard Ocean Infinity´s
      vessel, Ocean Infinity shall make arrangements for board and lodging for when the
      Personnel is offshore.
    • 5.7 The Supplier shall make its arrangements for the engagement of Personnel, and, save in so far as the Contract otherwise provides, for their payment and onshore transport, housing, maintenance and board and lodging.
    • 5.8 Ocean Infinity may instruct the Supplier to remove from the Worksite and/or Ocean Infinity’s vessel any person engaged in any part of the Supply who in the reasonable opinion of Ocean Infinity is either (i) incompetent or negligent in the performance of their duties; or (ii) engaged in activities which are contrary or detrimental to the interests of the Ocean Infinity; or (iii) not conforming with relevant safety procedures or persists in any conduct likely to be prejudicial to safety, health or the environment. Any such person shall be removed forthwith (or, in respect of vessel-based personnel, at the next scheduled port call unless the continuing presence of the individual is reasonably determined by Ocean Infinity to represent a threat to the health and safety of those on board) from the Worksite.
    • 5.9 The Supplier warrants that it has the ability, qualifications, resources, equipment and Personnel to fulfil the Supply and shall, at all times, fulfil its obligations under the
      Contract in accordance with Applicable Law and government regulations and good
      industry practice.
  6. Delay and retention of sums by Ocean Infinity
    • 6.1 Unless otherwise agreed by the Supplier in writing, time is of the essence in relation to the Supply for the Supplier.
    • 6.2 Ocean Infinity shall be entitled to withhold payment of 10% of each invoice issued by the Supplier under the Contract (“Retention”) until completion of the relevant Milestone or Supply to which that invoice relates. The Retention shall be paid by Ocean Infinity to the Supplier upon completion of the relevant Milestone and Supply (as applicable). Payment of the Retention by Ocean Infinity will be without prejudice to its rights and remedies in relation to any breach of Contract by the Supplier whether such breach occurs before or after the payment of the Retention.
  7. Ocean Infinity’s obligations
    • 7.1 Ocean Infinity shall:
      (a) co-operate with the Supplier in all matters relating to the Supply;
      (b) provide to the Supplier all documents, information, items and materials
      reasonably required;
      (c) inform the Supplier of all health and safety and security requirements that
      apply at any of the premises which the Supplier will require access to.
    • 7.2 Ocean Infinity warrants that it will at all times provide a safe and healthy working and living environment for the Consultants, both offshore and onshore.
    • 7.3 Ocean Infinity warrants that it will at all times provide a safe and seaworthy vessel
      suitably equipped and manned to safely load and unload, install/stow, carry, launch
      and recover (as applicable), the Equipment, for the purpose of the Supply.
    • 7.4 Ocean Infinity will at all times comply with an ISM Code compliant Safety Management System applicable to Ocean Infinity´s vessel and will on request provide the Supplier with a copy of the Document of Compliance.
  8. Changes
    • 8.1 Ocean Infinity may, at any time prior to shipment of the Equipment or completion of Supply, request changes to the scope of the Supply to be provided by the Supplier
      (“Changes”), including but not limited to:
      (a) technical specifications of the Equipment, and/or Deliverables;
      (b) quantities of the Equipment and Personnel;
      (c) length of rental period;
      (d) inspection standards; and
      (e) place of delivery and place of return
    • 8.2 If Ocean Infinity wishes to make such changes:
      (a) it shall notify the Supplier, providing as much detail as is reasonably
      necessary to enable the Supplier to prepare a document setting out the
      proposed changes and the effect those changes will have on the Contract,
      including the Charges, delivery date, Milestones or critical technical
      specifications (“Change Order”); and
      (b) the Supplier shall, as soon as possible, and in any event within five (5)
      Business Days of receiving Ocean Infinity’s request at Clause 8.2(a), provide
      a draft Change Order to Ocean Infinity for consideration.
    • 8.3 If the parties agree to a Change Order, they shall sign it and the Change Order shall
      amend the Contract accordingly. No proposed changes shall come into effect until a
      relevant Change Order has been signed by both parties.
  9. Charges and Payment
    • 9.1 In consideration for the Supply the Supplier shall pay the Charges set out in the
      Purchase Order.
    • 9.2 The Supplier shall invoice Ocean Infinity for the Charges at the intervals specified, or on the satisfaction of any Milestones or acceptance criteria indicated in the Purchase Order or, if no such intervals are specified, upon completion of the Supply.
    • 9.3 The Supplier shall attach supporting documents to its invoices sufficiently specified in order for Ocean Infinity to verify the correctness of the invoice. The Supplier shall prepare proforma invoices for Ocean Infinity to review and approve, and Ocean Infinity shall respond within fourteen (14) days of receipt of the proforma invoice. In the absence of adequate supporting documents Ocean Infinity may withhold approval or payment until this requirement is fulfilled.
    • 9.4 Subject to clause 6.2, Ocean Infinity shall pay each final and approved invoice
      submitted to it by the Supplier within sixty (60) days of receipt to a bank account
      nominated in writing by the Supplier on the invoice. The invoice shall show the amount
      of VAT payable and the Purchase Order number and shall be invoiced in accordance
      with the applicable remuneration schedule. The Supplier shall send the invoice via
      email to the email address stated on the Purchase Order, failure to do so could result
      in a delay in payment and Ocean Infinity will take the date of receipt of a valid invoice
      to this email address as the date the invoice was submitted.
    • 9.5 If Ocean Infinity fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 16 (Termination), Ocean Infinity shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.5 will accrue each day at 1% a year above the Bank of England’s base rate from time to time.
    • 9.6 Ocean Infinity may, at any time, set off any liability of the Supplier to Ocean Infinity
      against any liability of Ocean Infinity to the Supplier, whether either liability is present
      or future, liquidated or unliquidated, and whether or not either liability arises under the
      Contract. If the liabilities to be set off are expressed in different currencies, Ocean
      Infinity may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Ocean Infinity of its rights under this clause shall not limit or affect
      any other rights or remedies available to it under the Contract or otherwise.
  10. Intellectual property rights
    • 10.1 Subject to this clause 10, neither party shall acquire any right, title or interest in or to the Intellectual Property Rights of the other party or its licensors, including the other party’s Background IPR.
    • 10.2 The Supplier assigns to Ocean Infinity all of the Supplier’s right, title, interest in the Intellectual Property Rights in and arising out of in the Deliverables (excluding
      Supplier’s Background IPR).
    • 10.3 If requested to do so by the Ocean Infinity, the Supplier shall, execute all documents and do all such acts as Ocean Infinity may require to perfect the assignment under clause 10.2.
    • 10.4 The Supplier grants to Ocean Infinity, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to the Supplier’s Background IPR included in the Deliverables (if any) for the purpose of receiving and using the Equipment and the Deliverables.
    • 10.5 The Supplier:
      (a) warrants that the receipt, use and onward supply of the Equipment and the
      Deliverables by Ocean Infinity shall not infringe the rights, including any
      Intellectual Property Rights, of any third party; and
      (b) shall indemnify Ocean Infinity in full against all liabilities, costs, expenses,
      damages and losses (including but not limited to any direct, indirect or
      consequential losses, loss of profit, loss of reputation and all interest,
      penalties and legal costs (calculated on a full indemnity basis) and all other
      reasonable professional costs and expenses) suffered or incurred by Ocean
      Infinity arising out of, or in connection with any claim brought against Ocean
      Infinity for actual or alleged infringement of a third party’s Intellectual Property
      Rights arising out of, or in connection with,, the receipt, use or supply of the
      Equipment and the Deliverables.
    • 10.6 The Supplier shall not have any right to use any of Ocean Infinity’s names, logos or trademarks on any of its products or services without Ocean Infinity’s prior written
      consent.
    • 10.7 All rights and title to Deliverables and/or any associated information or data shall vest in Ocean Infinity upon acquisition.
    • 10.8 After delivery of the Deliverables to Ocean Infinity has been accepted, the Supplier shall be under no obligation to keep, store, copy or protect the Deliverables, and/or any associated information or data.
  11. Confidentiality and publicity
    • 11.1 Each party undertakes that it shall not disclose to any person any Confidential
      Information concerning the business, affairs, customers, clients or suppliers or the
      other party or of any Affiliate, or the contents of the Contract, except as permitted by
      clause 11.2.
    • 11.2 Each party may disclose the other party’s Confidential Information:
      (a) to its employees, officers, representatives, Affiliates or professional advisers
      who need to know such information for the purposes of exercising the party’s
      rights or carrying out its obligations under or in connection with the Contract.
      Each party shall ensure that its employees, officers, representatives, Affiliates
      or advisers to whom it discloses the other party’s confidential information
      comply with this clause 11; and
      (b) as may be required by law, a court of competent jurisdiction or any
      governmental or regulatory authority.
    • 11.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    • 11.4 The Supplier shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Contract, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of Ocean Infinity, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
    • 11.5 The provisions of this clause 11 shall survive termination of the Contract, however arising.
  12. Indemnities
    • 12.1 The Supplier shall be responsible for and shall save, indemnify, defend and hold
      harmless Ocean Infinity from and against all claims, losses, damages, costs (including
      legal costs) expenses and liabilities in respect of:
      (a) except as expressly stated in clause 4.1, loss of or damage to Equipment or
      property of the Supplier whether owned, hired, leased or otherwise provided
      by the Supplier arising from, relating to or in connection with the performance
      or non-performance of this Contract; and
      (b) personal injury including death or disease to any personnel of the Supplier
      arising from, relating to or in connection with the performance or nonperformance of this Agreement; and
      (c) personal injury including death or disease or loss of or damage to the property
      of any third party to the extent that any such injury, loss or damage is caused
      by the negligence or breach of duty (whether statutory or otherwise) of the
      Supplier.
    • 12.2 Ocean Infinity shall be responsible for and shall save, indemnify, defend and hold
      harmless the Supplier from and against all claims, losses, damages, costs (including
      legal costs) expenses and liabilities in respect of:
      (a) loss of or damage to property of Ocean Infinity whether owned, hired, leased
      or otherwise provided by Ocean Infinity arising from, relating to or in
      connection with the performance or non-performance of the Contract; and
      (b) personal injury including death or disease to any personnel of Ocean Infinity
      arising from, relating to or in connection with the performance or nonperformance of this Contract; and
      (c) personal injury including death or disease or loss of or damage to the property
      of any third party to the extent that any such injury, loss or damage is caused
      by the negligence or breach of duty (whether statutory or otherwise) of Ocean
      Infinity.
    • 12.3 If either party becomes aware of any incident likely to give rise to a claim under the above indemnities, it shall notify the other and both parties shall co-operate fully in investigating the incident.
  13. Limitation of Liability
    • 13.1 Nothing in the Contract shall limit or exclude the Supplier’s or Ocean Infinity’s liability for;
      (a) death or personal injury caused by its negligence, or the negligence of its
      personnel, agents or subcontractors;
      (b) fraud or fraudulent misrepresentation; and
      (c) any other liability which cannot be limited or excluded by applicable law.
    • 13.2 Subject to clause 13.1, Ocean Infinity’s total cumulative liability to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the Charges paid by Ocean Infinity under the Contract.
    • 13.3 The losses for which the Supplier assumes responsibility and which shall be
      recoverable by Ocean Infinity include:
      (a) sums paid by Ocean Infinity to the Supplier pursuant to the Contract, in
      respect of any services not provided in accordance with the terms of the
      Contract;
      (b) wasted expenditure;
      (c) additional costs of procuring and implementing replacements for, or
      alternatives to, the Supply, including consultancy costs, additional costs of
      management time and other personnel costs and costs of equipment and
      materials;
      (d) losses incurred by Ocean Infinity arising out of or in connection with any claim,
      demand, fine, penalty, action, investigation or proceeding by any third party
      (including any subcontractor, Supplier personnel, regulator or Ocean Infinity
      of the Ocean Infinity) against Ocean Infinity caused by the act or omission of
      the Supplier;
    • 13.4 The rights of Ocean Infinity under the Contract are in addition to, and not exclusive of, any rights or remedies provided by the common law.
  14. Insurance
    • 14.1 Unless otherwise agreed in the Contract, during the term of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable
      insurance company, professional indemnity insurance, product liability insurance and
      public liability insurance sufficient to cover the liabilities that may arise under or in
      connection with the Contract and any other mandatory insurance required by
      Applicable Law, and shall, on Ocean Infinity’s request, produce both the insurance
      certificate giving details of cover and the receipt for the current year’s premium in
      respect of each insurance.
    • 14.2 All such policies maintained or procured shall contain a waiver of subrogation against the non-insuring party’s respective group which shall be limited to the extent of the liabilities and indemnities assumed under this Contract.
  15. Force Majeure
    • 15.1 Neither party shall be responsible for any failure to fulfil any of its obligations under the Contract if and to the extent that fulfilment has been delayed or temporarily prevented by a force majeure occurrence, as hereunder defined, which has been notified in accordance with this clause 15 and which is beyond the control and 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.
    • 15.2 For the purposes of this Contract, an occurrence shall be defined as force majeure if the conditions specified in 15.1 are satisfied. Economic difficulties of either of the parties (or their subcontractors), foreseeable adverse weather, any industrial dispute relating to the Supplier, their personnel or the Supplier’s subcontractors and/or agents and/or any other failure in the Supplier’s own supply chain shall not be deemed to be an force majeure occurrence.
    • 15.3 In the event of a force majeure occurrence, the party that is or may be delayed in
      performing the Contract shall notify the other party giving the full particulars thereof
      and shall use all reasonable endeavours to remedy the situation without delay.
    • 15.4 Save as otherwise expressly provided in the Contract, no payments of whatever nature shall be made in respect of a force majeure occurrence, save for Ocean Infinity’s payment obligations hereunder.
    • 15.5 Following notification of a force majeure occurrence Ocean Infinity and the Supplier shall meet without delay with a view to agreeing a mutually acceptable course of action to minimise any effects of such occurrence.
    • 15.6 Ocean Infinity shall be entitled to terminate all or part of the Contract (without Ocean Infinity having any liability to the Supplier) with immediate effect by notifying the Supplier in the event that a force majeure occurrence affects the Supplier´s
      performance of all or any significant part of the Equipment under the Contract for a
      period of seven (7) days or more.
  16. Termination of Contract
    • 16.1 Without affecting any other right or remedy available to it, and without liability to the Supplier, Ocean Infinity may terminate the Contract:
      (a) with immediate effect by giving written notice to the Supplier:
      (i) if there is a breach of clause 21 or 22;
      (ii) if there is a change of control of the Supplier;
      (iii) subject to clause 15.6, in case of a force majeure occurrence; or
      (iv) upon the loss (constructive or total) or damage to the Equipment
      preventing it from working for whatever reason.
      (b) for convenience by giving seven (7) days written notice to the Supplier.
    • 16.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      (a) the other party commits a material breach of any term of the Contract and (if
      such breach is remediable) fails to remedy that breach within a period of
      fourteen (14) days after being notified in writing to do so;
      (b) the other party takes any step or action in connection with its entering
      administration, provisional liquidation or any composition or arrangement with
      its creditors (other than in relation to a solvent restructuring), obtaining a
      moratorium, being wound up (whether voluntarily or by order of the court,
      unless for the purpose of a solvent restructuring), having a receiver appointed
      to any of its assets or ceasing to carry on business [or, if the step or action is
      taken in another jurisdiction, in connection with any analogous procedure in
      the relevant jurisdiction;
    • 16.3 If Ocean Infinity terminates the Contract before shipment of the Equipment, Ocean Infinity shall reimburse the Supplier’s actual and reasonable out-of-pocket costs as evidenced in writing to Ocean Infinity, and which the Supplier could not reasonably mitigate.
    • 16.4 If Ocean Infinity terminates the Contract after shipment of the Equipment pursuant to 17.1(b), Ocean Infinity shall pay all direct and documented costs incurred by the Supplier in connection with the Contract that cannot be avoided or cancelled including, but not limited to administration, materials and/or equipment purchased for the Contract.
  17. Consequences of termination
    • 17.1 On termination or expiry of the Contract:
      (a) the Supplier shall, unless Ocean Infinity promptly gives to the Supplier notice
      in writing that it declines to accept the Deliverables, immediately deliver to
      Ocean Infinity all Deliverables whether or not then complete, and return all of
      Ocean Infinity’s materials and equipment;
      (b) the Supplier shall, if so requested by Ocean Infinity, provide all assistance
      reasonably required by Ocean Infinity to facilitate the smooth transition of
      Supply to Ocean Infinity or any replacement supplier appointed by it;
    • 17.2 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination [or expiry of the Contract shall remain in full force and effect including the following clauses: clause Error! Reference source not found. (Interpretation), clause 10 (Intellectual Property Rights), clause 11
      (Confidentiality), clause 13 (Limitation of liability), clause 17 (Consequences of
      termination), clause 20 (Inadequacy of damages), clause 28 (Waiver), clause 30
      (Severance), clause 31 (Conflict), clause 34 (Governing law) and clause 35
      (Jurisdiction).
    • 17.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • 17.4 Following termination of the Contract, the Supplier shall immediately collect the
      Equipment from Ocean Infinity’s premises.
  18. Consequential loss
    • 18.1 For the purposes of this clause 18 the expression “Consequential Loss” shall mean:
      (a) consequential loss or indirect loss under English law; and
      (b) loss and/or deferral of production, loss of product, loss of use, loss of revenue,
      profit or anticipated profit (if any), in each case whether direct or indirect to the extent that these are not included in (i), and whether or not foreseeable at the effective date of the Contract.
    • 18.2 Notwithstanding any provision to the contrary elsewhere in the Contract, the parties shall save, indemnify, defend and hold harmless each other from their own
      Consequential Loss, arising from, relating to or in connection with the performance or
      non-performance of this Contract.
  19. Taxes
    • 19.1 For the purposes of this clause 19 the expression “Taxes” shall mean all forms of
      taxation, duties, levies, imposts, charges or withholdings, direct or indirect, created or
      imposed by any taxing, fiscal or other authority of the relevant government or
      administration and (without prejudice to the generality of the foregoing) includes: (a)
      corporate tax, income tax, supplementary charges or withholdings similar to,
      supplementing or replaced by the foregoing or any one of them and (b) all penalties,
      charges, interest, fines, costs and expenses, loss of relief allowance or credit relating
      to any form of, or claim for, taxation or other imposition referred to in (a) above.
    • 19.2 All rates in the Contract are expressed inclusive of Taxes except for VAT. VAT imposed directly on the Supplier in respect of the Supply shall be invoiced to Ocean Infinity in addition to the amounts payable by Ocean Infinity under the Contract. Ocean Infinity is entitled to withhold any amounts in relation to Taxes imposed on it in relation to Supply.
  20. Inadequacy of damages
    • Without prejudice to any other rights or remedies that Ocean Infinity may have, the
      Supplier acknowledges and agrees that damages alone would not be an adequate
      remedy for any breach of the terms of the Contract by the Supplier. Accordingly, Ocean Infinity shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of the Contract.
  21. Compliance with laws and policies
    • In performing its obligations under the Contract, the Supplier shall comply with the
      Applicable Laws.
  22. Anti-Bribery
    • 22.1 The Supplier shall:
      (a) comply with all applicable laws, statutes, regulations relating to anti-bribery
      and anti-corruption including but not limited to the Bribery Act 2010 (“AntiBribery Requirements”);
      (b) not engage in any activity, practice or conduct which would constitute an
      offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity,
      practice or conduct had been carried out in the UK;
      (c) have and shall maintain in place throughout the term of this Contract its own
      policies and procedures, including but not limited to adequate procedures
      under the Bribery Act 2010, to ensure compliance with the Anti-Bribery
      Requirements and clause 22.1(b), and will enforce them where appropriate;
      and
      (d) promptly report to Ocean Infinity any request or demand for any undue
      financial or other advantage of any kind received by the Supplier in connection
      with the performance of the Contract.
    • 22.2 The Supplier shall ensure that any person associated with the Supplier who is
      performing services or providing goods in connection with this Contract does so only
      on the basis of a written contract which imposes on and secures from such person
      terms equivalent to those imposed on the Supplier in this clause 22. The Supplier shall
      be responsible for the observance and performance by such persons of the Anti-Bribery Requirements, and shall be directly liable to Ocean Infinity for any breach by
      such persons of any of the Anti-Bribery Requirements.
    • 22.3 Breach of this clause 22 shall be deemed a material breach of this Contract, which is irredeemable.
    • 22.4 If Ocean Infinity terminates the Contract for breach of this clause 22 the Supplier shall not be entitled to claim compensation or any further remuneration, regardless of any activities or agreements with additional third parties entered into before termination.
    • 22.5 For the purpose of this clause 22 the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be
      determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance
      issued under section 9 of that Act), section 6(5) and (6) of that Act, and section 8 of
      that Act respectively and, for the purpose of this clause 22 a person associated with
      the Supplier includes but is not limited to any subcontractor.
  23. Modern Slavery and Human Trafficking
    • 23.1 The parties undertake, warrant and represent that:
      (a) it nor any of its Affiliates, officers, employees, agents, contractors, consultants
      or subcontractors has:
      (i) committed an offence under any applicable anti-slavery and human
      trafficking-related laws, statutes, regulations and codes in force from
      time to time including, but not limited to, the Criminal Law (Human
      Trafficking) Act 2008 (as amended) and the Modern Slavery Act 2015
      (the “Acts”) (‘Offence’); or
      (ii) been notified that it is subject to an investigation, inquiry, claim, action,
      proceeding or complaint relating to an alleged Offence or prosecution
      under the Acts; or
      (iii) become aware of any circumstances within its supply chain that could
      give rise to an investigation, inquiry, claim, action, proceeding or
      complaint relating to an alleged Offence or prosecution under the Acts;
      (b) it shall comply with the Acts and take reasonable steps to prevent exploitation,
      modern slavery, and human trafficking within its supply chain or otherwise
      within its business.
      (c) all of its Affiliates, officers, employees, agents, contractors, consultants or
      subcontractors or workers otherwise employed throughout its supply chain are
      paid in compliance with applicable local employment laws, including those
      requiring the payment of a minimum wage, and that all of the aforementioned
      are free from any form of debt bondage or financial burden linked to the
      rendering of their services such as the withholding of wages or the imposition
      of recruitment fees.
      (d) where any of its Affiliates, officers, employees, agents, contractors,
      consultants or subcontractors or workers otherwise employed throughout its
      supply chain will have occasion to work on Ocean Infinity´s premises or at a
      place of work in any way under the Ocean Infinity´s control, all of the
      aforementioned will be informed of and have access to a means for reporting
      an actual or suspected instance or risk of slavery or human trafficking which
      bears a connection to the Contract in any way whatever.
    • 23.2 The Supplier shall notify Ocean Infinity immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents, contractors,
      consultants or subcontractors or workers otherwise employed through its supply chain have breached or potentially breached any of the party´s obligations under this clause 23. Any notice under this clause 23 shall set out the full details of the circumstances concerning the breach or potential breach of the party´s obligations.
    • 23.3 If either party fails to comply with any applicable anti-corruption legislation it shall defend and indemnify the other party against any fine, penalty, liability, loss or damage and for any related costs (including, without limitation, court costs and legal fees) arising from such breach.
    • 23.4 Without prejudice to any of its other rights under the Contract, either party may
      terminate the Contract without incurring any liability to the other party if at any time the other party or any member of its organisation has committed a breach of any provision set out in clause 23.1 in connection with the Contract.
  24. Environmental and social commitments
    • 24.1 The Supplier will provide Ocean Infinity with reasonable access to information
      regarding the environmental impact of the Supply, upon request, including co2
      emissions, energy and water use, pollution, waste, and the use of hazardous or
      harmful substances.
    • 24.2 The Supplier shall maintain an equal treatment policy and actively work against any discrimination within its business, and operate in a manner that respects the rights and dignity of all people and internationally recognized human rights.
    • 24.3 The Supplier shall provide Ocean Infinity with reasonable access to information
      regarding the social impact of the Supply, upon request, including demographic of
      ownership, creation of employment opportunities, and geographical location of
      business operations.
    • 24.4 The Supplier shall maintain an environmental policy and actively work to minimize the impact on the natural environment, and the unsustainable use of natural resources, of its activities.
  25. Export Controls
    • 25.1 For the purpose of delivering the Equipment, the Supplier shall, if necessary, be
      responsible for import and export of the Equipment to the Worksite country, and all and any import and export duties payable in the Worksite country, and for any permits or licences required for, relating to or arising out of or in connection with use of the
      Equipment. Ocean Infinity shall provide all reasonable assistance without undue delay
      to facilitate the Supplier´s compliance with this clause.
    • 25.2 Ocean Infinity undertakes not to move or import the Equipment into any country other than the Worksite country, or to enable or allow their use by or on behalf of any other party, without the Supplier’s prior informed consent.
  26. Assignment and other dealings
    • 26.1 The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the
      Contract without the prior written consent of Ocean Infinity.
    • 26.2 Ocean Infinity may at any time assign, mortgage, charge, enter into sub-agreement regarding, delegate, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
  27. Variation
    • Subject to clause 8, no variation of the Contract shall be effective unless it is in writing
      and signed by the parties (or their authorised representatives).
  28. Waiver
    • 28.1 A waiver of any right or remedy under the Contract by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    • 28.2 A failure or delay by a party to exercise any right or remedy provided under the Contract by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract by law shall prevent or restrict the further exercise of that or any other right or remedy.
  29. Rights and remedies
    • The rights and remedies provided under the Contract are in addition to, and not
      exclusive of, any rights or remedies provided by law.
  30. Severance
    • 30.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or
      unenforceable, it shall be deemed deleted, but that shall not affect the validity and
      enforceability of the rest of the Contract.
    • 30.2 If any provision or part-provision of the Contract is deemed deleted under clause 30.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original
      provision.
  31. Conflict
    • If there is an inconsistency between any of the provisions of the Contract and the
      provisions of the Purchase Order, the provisions of the Purchase Order shall prevail.
  32. No partnership or agency
    • 32.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    • 32.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  33. Third party rights
    • 33.1 The Contract does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  34. Governing law
    • The Contract and any dispute or claim (including non-contractual disputes or claims)
      arising out of or in connection with it or its subject matter or formation shall be governed
      by and construed in accordance with the law of England and Wales.
  35. Jurisdiction
    • Each party irrevocably agrees that the courts of England and Wales shall have
      exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes
      or claims) arising out of or in connection with the Contractor its subject matter or
      formation.
  36. Entire agreement
    • 36.1 This Contract constitutes the entire agreement between the parties and replaces and supersedes all other prior agreements, promises, assurances, warranties,
      representations and understandings between them, whether written or oral.
    • 36.2 No amendment to or waiver of any of the terms and conditions of this Contract shall be binding upon either party unless it is reduced to writing and signed by an authorised representative of that party.