TERMS AND CONDITIONS OF SALE OF GOODS & SERVICES
Fredrik Marine IT Services Pte Ltd
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1. Definitions
1.1 “Fredrik Marine” means Fredrik Marine IT Services Pte Ltd, an Exempt Private Company registered in Singapore with Unique Entity Number 200614487Z and whose registered address is 22 New Industrial Road, #06-11 Primax, Singapore 536208.
1.2 “Customer” means the individual or entity purchasing Products or Services.
1.3 “Products” means any equipment, hardware, or goods supplied.
1.4 “Services” means all engineering, technical, installation, support, or related services.
1.5 “Contract” means any quotation, order, agreement, or acceptance incorporating these Terms.
1.6 “MSA” means a Master Service Agreement between the parties.
1.7 “SOW” means a Scope of Work issued under an MSA.
1.8 “Prevailing Rates” shall mean Fredrik Marine’s applicable charges at the time of performance, including but not limited to personnel time, overtime, travel, accommodation, subsistence, materials, consumables, equipment usage, logistics, mobilisation, demobilisation, and administrative costs, together with any applicable taxes, duties, bank charges, and insurance.
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2. Contract Structure and Order of Precedence
2.1 Applicability
2.1.1 These Terms and Conditions apply to all Products supplied and Services performed by Fredrik Marine to the Customer, including without limitation, any quotations, orders, contracts, or communications, unless expressly superseded by a written agreement signed by both parties.
2.1.2 Acceptance of Products, Services, or any order constitutes acceptance of these Terms in full.
2.2 MSA Supremacy
2.2.1 Where a Master Services Agreement (“MSA”) exists between Fredrik Marine and the Customer, the MSA shall prevail over these Terms to the extent of any inconsistency.
2.2.2 Any reference in these Terms to Products, Services, pricing, or obligations shall be read subject to the MSA provisions for the relevant projects, scope, or engagements.
2.3 SOW Governance
2.3.1 Each Statement of Work (“SOW”) executed under an MSA defines the precise scope of work, deliverables, timelines, milestones, pricing, acceptance criteria, and special conditions.
2.3.2 In the event of any conflict between the SOW and these Terms, the SOW shall prevail solely for the work described therein.
2.4 Order of Precedence
2.4.1 In descending order of authority and applicability:
i. SOW
ii. MSA
iii. Quotation or Contract
iv. These Terms and Conditions
2.4.2 Any deviation from this order of precedence must be expressly agreed in writing.
2.5 Residual Applicability
2.5.1 These Terms shall apply to all matters not specifically addressed or expressly varied in any SOW, MSA, Quotation, Contract, or other written agreement between the parties.
2.6 No Implied Waiver
2.6.1 No deviation from these Terms shall be effective unless expressly agreed in writing by Fredrik Marine. No course of conduct, prior dealings, negotiation, or industry practice shall create or imply any rights, obligations, or terms inconsistent with or in addition to these Terms.
2.6.2 No course of conduct, prior practice, or negotiation shall create any rights or obligations beyond these Terms.
2.7 Order Confirmation and Acceptance
2.7.1 A Contract shall be deemed formed upon the earliest of the following:
i. written acceptance of a quotation by the Customer;
ii. issuance of a purchase order by the Customer;
iii. confirmation by email, electronic communication (including but not limited to messaging applications), or other written instruction;
iv. verbal instruction followed by commencement of performance by Fredrik Marine; or
v. acceptance of delivery of Products or performance of Services.
2.7.2 The Customer acknowledges that Fredrik Marine may rely on instructions received via email, messaging applications (including but not limited to WhatsApp), or verbal communications from authorised representatives of the Customer as valid and binding instructions.
2.7.3 The Customer warrants that any person providing instructions, approvals, or directions to Fredrik Marine in relation to the Products or Services shall be deemed to have full authority to bind the Customer. Fredrik Marine shall not be required to verify such authority. The Customer shall bear all risks arising from unauthorised, incorrect, or conflicting instructions issued by its personnel, agents, vessel crew, or third parties.
2.7.4 Fredrik Marine shall be entitled to rely on any instructions, information, or approvals provided by the Customer without independent verification and shall not be liable for any consequences arising from reliance on such information.
2.7.5 Where a purchase order is issued by the Customer, any additional or conflicting terms contained in such purchase order shall be of no effect unless expressly agreed in writing by Fredrik Marine.
2.7.6 Fredrik Marine reserves the right to commence procurement, mobilisation, or performance of Services based on any form of confirmation set out in Clause 2.7.1, and such commencement shall constitute acceptance of the Contract.
2.7.7 Fredrik Marine reserves the right to require written confirmation or a purchase order prior to commencement of any procurement, mobilisation, delivery, or Services, at its sole discretion.
2.7.8 Fredrik Marine shall have no obligation to mitigate costs arising from Customer delays, cancellations, or failures.
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3. Payment Terms
3.1 Pricing Basis
3.1.1 All prices are stated in Singapore Dollars (SGD) unless otherwise agreed.
3.1.2 Prices exclude Goods and Services Tax (GST), customs duties, levies, shipping charges, handling fees, insurance, or other taxes, unless expressly included in writing.
3.1.3 Pricing is subject to adjustment where duties, taxes, or regulatory charges are imposed after quotation or order confirmation.
3.2 Invoicing
3.2.1 Fredrik Marine may issue invoices at any of the following stages, at its sole discretion:
i. Upon order confirmation
ii. Prior to delivery of Products or mobilisation of Services
iii. At milestone completion for Services
iv. Upon completion of Services or final delivery of Products
3.2.2 Unless otherwise expressly agreed, all invoices are payable in full in advance, prior to mobilisation or delivery of Products or Services.
3.2.3 Invoices will include sufficient details to identify the Products or Services supplied, the applicable pricing, and reference to the relevant quotation, SOW, or Contract.
3.2.4 Notwithstanding Clause 2.7, no obligation to commence procurement, mobilisation, delivery, or Services shall arise unless payment has been received in accordance with Clause 3.3.
3.3 Payment Terms
3.3.1 Unless otherwise expressly agreed in writing by Fredrik Marine, all payments shall be made in advance. For the purposes of this Agreement, “payment in advance” means that full payment of all invoiced amounts is received by Fredrik Marine in cleared funds prior to the delivery of any Products, mobilisation of personnel, or commencement of any Services.
3.3.2 All payments shall be made in full without deduction, set-off, or withholding of any kind. The Customer shall bear all bank charges, remittance fees, currency conversion costs, intermediary bank fees, and any other financial charges incurred in making payment. Payment shall be made via bank transfer or such other method as approved by Fredrik Marine. For international telegraphic transfers, payment must be made using MT103 SWIFT instruction with field 71A set to “OUR”, such that all bank charges, including sending and receiving bank charges, shall be borne by the Customer and charged at prevailing rates, which include personnel, travel, accommodation, materials, logistics and shall not reduce the amount payable to Fredrik Marine.
3.3.3 Payment shall only be deemed received when funds are irrevocably credited to Fredrik Marine’s designated account in full, without any deduction, withholding, set-off, or shortfall arising from bank charges or otherwise.
3.3.4 Any shortfall in payment received due to bank charges, currency conversion, or other deductions shall be promptly made good by the Customer.
3.3.5 Fredrik Marine shall have no obligation to deliver any Products or perform any Services until full payment has been received in accordance with this Clause.
3.3.6 Fredrik Marine may require a deposit up to 100% of total contract value; deposits are non-refundable unless expressly agreed.
3.3.7 Payment of deposit secures the commitment of both parties to the agreed work or supply. It does not constitute full performance; work or delivery commences only upon receipt of all applicable deposits and prepayments.
3.4 Late Payment Interest
3.4.1 Any overdue amounts shall accrue interest at the rate specified in the Contract or, if unspecified, at 1.5% per month on the principal amount and any previously accrued interest, calculated on a daily basis from the due date until full payment is received, or at the maximum rate permitted by Singapore law, whichever is lower.
3.4.2 Interest will accrue automatically without requirement for notice and is in addition to any other rights or remedies available to Fredrik Marine under these Terms or at law.
3.5 Suspension and Credit Control
3.5.1 Fredrik Marine reserves the right to suspend or withhold delivery of Products or the performance of Services if any amount due from the Customer is not received by the due date.
3.5.2 Suspension or withholding of Services or delivery does not relieve the Customer of any obligations to pay accrued amounts, interest, or additional costs arising from the suspension.
3.5.3 All costs, losses, or damages arising from suspension, including additional mobilisation, demobilisation, or storage charges, shall be borne entirely by the Customer.
3.5.4 Fredrik Marine’s right under this Clause are in addition to and without prejudice to its rights of retention or lien under Clause 3.8.
3.6 Recovery Costs
3.6.1 The Customer shall bear all costs incurred by Fredrik Marine in recovering any overdue amounts. This includes, without limitation, collection agency fees, legal fees, court costs, and all other expenses reasonably incurred.
3.6.2 Recovery costs shall be immediately due and payable upon written demand by Fredrik Marine and are enforceable as part of the Customer’s debt under Clause 3.3.
3.7 No Set-Off
3.7.1 The Customer shall not withhold, deduct, or offset any amount due under these Terms against any claim, dispute, or counterclaim without Fredrik Marine’s prior written consent.
3.7.2 Any unauthorised set-off shall constitute a breach of these Terms and entitle Fredrik Marine to exercise its rights under Clauses 3.6 and 3.7 and to seek any other remedies available at law or equity.
3.8 Title and Lien
3.8.1 Title to all Products supplied by Fredrik Marine shall remain with Fredrik Marine until full payment for the Products and any related Services has been received in cleared funds.
3.8.2 Fredrik Marine may retain possession of any Products supplied and may exercise a lien over Products, including those in the Customer’s possession, until all outstanding amounts are fully paid.
3.8.3 The Customer acknowledges that Fredrik Marine’s rights under this clause are in addition to, and do not limit, any rights or remedies available under law, including rights of repossession, recovery, or legal action.
3.9 Scheduling of Work
3.9.1 Fredrik Marine shall not be required to schedule, allocate personnel, procure materials, or commit resources until full payment in accordance with Clause 3.3 has been received. Any indicative schedule or timeline provided prior to receipt of payment shall be non-binding and subject to change.
3.10 Quotation Validity and Adjustment
3.10.1 Unless otherwise stated in writing, all quotations are valid for seven (7) days from the date of issue.
3.10.2 Fredrik Marine reserves the right to revise pricing after the validity period or prior to order confirmation to reflect changes in supplier pricing, exchange rates, availability, or other cost factors.
3.11 Minimum Invoice Value
3.11.1 Fredrik Marine reserves the right to impose a minimum invoice value for orders involving international procurement, logistics, or bank transfers.
3.11.2 Where the total order value falls below such minimum threshold, Fredrik Marine may, at its discretion:
i. apply a handling or administrative fee; or
ii. decline to proceed with the order.
3.11.3 The applicable minimum value or fees shall be communicated to the Customer prior to order confirmation.
3.11.4 Where a minimum invoice value applies, all associated costs, including but not limited to administrative charges, bank charges, and handling fees, shall be payable in addition to and shall not reduce the total invoice value.
3.11.5 All applicable bank charges, handling, and administrative fees for international transactions are additional to the invoice and remain payable in full.
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4. Services and Pricing
4.1 Scope
4.1.1 The Services to be provided by Fredrik Marine shall be as expressly defined in the applicable Quotation, Contract, or Statement of Work (“SOW”) agreed with the Customer.
4.1.2 Services may include, without limitation, installation, configuration, maintenance, repair, inspection, testing, monitoring, troubleshooting, advisory, or other technical work performed by Fredrik Marine’s field engineers, technicians, or subcontractors.
4.1.3 The Customer acknowledges and agrees that any Services not expressly included in the Quotation, Contract, or SOW are outside the scope of this Agreement and shall require a separate written agreement or amendment.
4.1.4 All Services are performed based on the assumption that existing systems, infrastructure, and third-party equipment are in reasonably serviceable condition unless otherwise stated. Fredrik Marine shall not be responsible for defects, incompatibilities, or failures arising from pre-existing conditions. Any additional work required due to such conditions shall constitute a Variation as defined in Clause 4.8.
4.1.5 All Services are performed based on the assumption that existing systems, infrastructure, and third-party equipment are in reasonably serviceable condition unless expressly stated otherwise.
4.1.6 Fredrik Marine shall not be responsible for defects, incompatibilities, failures, or performance issues arising from pre-existing conditions.
4.1.7 Any additional work required due to such conditions shall constitute a Variation and shall be chargeable at Prevailing Rates.
4.1.8 Fredrik Marine reserves the right to adjust the scope of Services if required due to:
i. changes in applicable laws, regulations, safety standards, directives or requirements issued by regulatory authorities, port operators, or other competent bodies;
ii. unforeseen technical constraints, site conditions, or operational limitations; or
iii. mutually agreed changes by the parties in writing.
4.1.9 The scope defined in the Quotation, Contract, or SOW shall govern in the event of any inconsistency with these Terms and Conditions, provided that any additional obligations outside the scope shall only apply if agreed in writing by Fredrik Marine.
4.2 Charging Basis
4.2.1 All Services shall be charged based on the rates set out in the applicable Quotation, Contract, or Scope of Work. Chargeable time shall include all time incurred by Fredrik Marine personnel in connection with the Services, including but not limited to travel time, transit time, mobilisation, demobilisation, waiting time, standby time, and time on-site or on-board.
4.2.2 Time shall be chargeable regardless of whether productive work is ultimately completed, provided that personnel have been mobilised and are available and ready to perform the Services.
4.2.3 Unless otherwise agreed in writing, a minimum billing unit of one (1) full day per personnel shall apply.
4.2.4 For the purposes of these Terms, “prevailing rates” include personnel, travel, accommodation, materials, and logistics unless otherwise specified.
4.3 Overtime and Non-Standard Hours
4.3.1 Any Services performed outside of Fredrik Marine’s standard operating hours, including evenings, weekends, public holidays, or other non-standard hours, shall be considered overtime and charged at the premium rates specified in the Quotation, Contract, or SOW.
4.3.2 Premium rates may include, without limitation, increased hourly rates, travel allowances, or other surcharges as agreed.
4.3.3 The Customer acknowledges that overtime work may require the prior written approval of Fredrik Marine, and any additional costs incurred due to overtime shall be the sole responsibility of the Customer.
4.4 Out-of-Pocket Expenses
4.4.1 All out-of-pocket expenses reasonably incurred by Fredrik Marine in the provision of Services, including travel, accommodation, shipping, customs duties, import/export taxes, or any other costs related to the execution of Services, shall be invoiced to the Customer at cost plus a surcharge of fifteen percent (15%).
4.4.2 Fredrik Marine shall provide supporting documentation for all out-of-pocket expenses upon request.
4.4.3 The Customer shall bear full responsibility for any additional costs arising from changes to the Services, delays, or special requests, including but not limited to urgent deliveries, additional manpower, or special materials.
4.5 Access, Boarding, and Customer Responsibility
4.5.1 Safe Access and Boarding
The Customer shall be solely responsible for ensuring that Fredrik Marine personnel are provided with safe, timely, and confirmed access to all relevant vessels, sites, and facilities. This includes, but is not limited to:
i. Providing safe means of access (gangways, pilot ladders, gangplanks) compliant with international safety standards;
ii. Ensuring all access routes are free from hazards, obstructions, and dangerous conditions;
iii. Obtaining all necessary port, terminal, or vessel-specific clearances, permits, and access approvals prior to arrival;
iv. Providing valid identification and visitor registration as required.
4.5.2 Site Conditions Disclosure
The Customer warrants that it has fully and accurately disclosed all conditions at the site or vessel that may affect the health, safety, or performance of Fredrik Marine personnel or the provision of Services. This includes, but is not limited to:
i. Presence of hazardous materials, asbestos, biological hazards, or contaminated environments;
ii. Restricted areas, confined spaces, or areas requiring special clearance;
iii. Active cargo operations, hull cleaning, or other activities that may pose a risk;
iv. Any known defects in infrastructure, electrical systems, or equipment that may affect safety.
4.5.3 Personal Protective Equipment (PPE)
Fredrik Marine personnel shall bring their own PPE for all Service engagements. In the case of urgent or emergency attendance where Fredrik Marine is unable to mobilise and collect PPE from its office within the short lead time provided by the Customer, the Customer shall provide appropriate PPE onsite at no additional cost to Fredrik Marine.
4.5.4 Safety Authority and Coordination
The Customer shall designate a single authorized representative (“Site Authority”) responsible for:
i. Coordinating Fredrik Marine’s access and activities on-site;
ii. Issuing work permits and safety clearances as required;
iii. Briefing Fredrik Marine personnel on site-specific safety procedures, hazards, and emergency protocols;
iv. Authorising work commencement and coordinating with vessel or cargo operations.
4.5.5 Fredrik Marine’s Right to Suspend Work
Fredrik Marine reserves the right to immediately suspend Services without liability if:
i. Unsafe conditions exist or the Customer has failed to provide safe access;
ii. Hazards are identified during performance that pose risk to personnel, equipment, or property;
iii. The Customer fails to comply with applicable safety regulations or Fredrik Marine’s reasonable safety instructions.
Fredrik Marine shall notify the Customer of such suspension as soon as practically possible. Any costs arising from suspension, including personnel standby, additional travel, accommodation, and remobilisation, shall be borne by the Customer.
4.5.6 Costs Arising from Access or Safety Issues
Any delay, additional cost, or demobilisation arising from:
i. Failure to provide safe access or required permits;
ii. Undisclosed or changed site conditions;
iii. Inadequate safety coordination by the Customer;
iv. Customer’s failure to comply with applicable safety regulations;
shall be borne entirely by the Customer, including but not limited to personnel standby time, additional travel, accommodation, remobilisation fees, and any consequential losses. For the avoidance of doubt, consequential loss includes loss arising from vessel downtime, off-hire, delay, demurrage, or loss of charter.
4.5.7 Regulatory Compliance
The Customer shall ensure that all applicable health, safety, and environmental regulations, including port state regulations, flag state requirements, and International Maritime Organization (IMO) conventions, are complied with at the site or vessel. Fredrik Marine shall comply with all reasonable site-specific safety rules communicated by the Customer, provided such rules do not conflict with Fredrik Marine’s own safety obligations or applicable law.
4.6 Waiting, Standby, Aborted Mobilisation/Boarding, Weather Conditions
4.6.1 Any period during which Fredrik Marine personnel are unable to proceed with the Services due to circumstances beyond the reasonable control of Fredrik Marine shall be deemed chargeable waiting or standby time.
4.6.2 Such circumstances include, but are not limited to, vessel delays, port congestion, cargo operations, lack of access, equipment unavailability, safety restrictions, or dependency on third parties.
4.6.3 Where Fredrik Marine personnel have been mobilised but are unable to commence or complete the Services due to reasons not attributable to Fredrik Marine, including but not limited to denied boarding, cancellation, or site inaccessibility, the Customer shall remain liable for the full scheduled charges.
4.6.4 Any delays or interruptions to the provision of Services due to adverse or severe weather conditions, including but not limited to storms, high seas, heavy rain, or other environmental conditions beyond Fredrik Marine’s reasonable control, shall not relieve the Customer of payment obligations.
4.6.5 All associated costs are chargeable in accordance with Clause 4.2.1 and Clauses 4.6–4.10.
4.6.6 Charges under Clauses 4.6, 4.7, and 4.10 are cumulative and payable regardless of the cause of delay, weather, or third-party actions.
4.7 Customer and Third-Party Delays
4.7.1 Fredrik Marine shall not be liable for any delays caused by the Customer, the Customer’s site, or any third-party contractors, vendors, or stakeholders.
4.7.2 Any delay arising from the Customer’s failure to provide timely instructions, approvals, information, or decisions shall be treated as a Customer-caused delay and shall be chargeable in full.
4.7.3 Customer shall remain liable for all costs, including but not limited to demurrage, waiting time, extended personnel engagement, travel, accommodation, materials and remobilisation, during delays caused by weather, third-party actions, or site conditions beyond Fredrik Marine’s control and shall be charged to the Customer at prevailing rates.
4.8 Variations
4.8.1 Any work or Services requested by the Customer that fall outside the agreed Scope of Services, Quotation, Contract, or SOW shall be treated as a Variation.
4.8.2 Variations shall be invoiced separately at Fredrik Marine’s prevailing rates or as agreed in writing prior to execution.
4.8.3 Fredrik Marine reserves the right to defer or refuse Variations until the Customer provides written approval for additional costs.
4.9 Suspension
4.9.1 Fredrik Marine may, at its discretion, suspend the provision of Services where:
i. Safety risks are identified on-site;
ii. The Customer fails to make payment in accordance with these Terms; or
iii. The Customer fails to provide necessary cooperation, access, or approvals.
4.9.2 All costs incurred during suspension, including personnel standby, travel, or remobilisation, shall be borne by the Customer.
4.10 Mobilisation, Minimum Call-Out Fee and Remobilisation Fees
4.10.1 A minimum call-out fee equivalent to one (1) full day per personnel shall apply to all service engagements, unless otherwise agreed in writing.
4.10.2 This fee covers mobilisation, travel, and standby costs, and shall be invoiced regardless of the duration of actual work performed.
4.10.3 Where repeat attendance is required due to delays, errors, or omissions attributable to the Customer or third parties, Fredrik Marine reserves the right to charge additional mobilisation and service fees in full, including all associated costs.
4.10.4 All associated costs are chargeable at prevailing rates as defined in Clause 4.2.4.
4.10.5 Charges under Clauses 4.6, 4.7, and 4.10 shall be cumulative and fully chargeable at Prevailing Rates regardless of the cause of delay, including but not limited to weather conditions, Customer actions or omissions, third-party delays, or site conditions.
4.11 Performance
4.11.1 Fredrik Marine does not guarantee that the Services will achieve any specific operational outcome, system performance level, or integration result unless expressly agreed in writing.
4.12 Subcontractor protection
4.12.1 Fredrik Marine may engage subcontractors to perform any part of the Services. Fredrik Marine shall not be liable for any acts or omissions of such subcontractors beyond the extent required by applicable law.
4.13 End User Obligations
4.13.1 Application
Where the Customer is not the end user of the Products or Services (including but not limited to ship managers, chandlers, agents, resellers, or other intermediaries), the provisions of this Clause 4.13 shall apply.
4.13.2 End User Notification
The Customer shall ensure that the end user is informed of and acknowledges the following terms applicable to the Products and Services:
i. Warranty terms as set out in Clause 7;
ii. Limitation of liability as set out in Clause 9;
iii. Returns and cancellations terms as set out in Clause 8.
4.13.3 Indemnification
The Customer hereby agrees to indemnify, defend, and hold harmless Fredrik Marine from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:
i. Any claim by the end user or any third party that exceeds or is inconsistent with the terms, warranties, limitations, or remedies expressly set out in these Terms and Conditions;
ii. The Customer’s failure to pass on, communicate, or ensure the end user’s awareness of the applicable terms;
iii. Any dispute between the Customer and the end user regarding the Products or Services.
4.13.4 Survival
The obligations under this Clause 4.13 shall survive the termination or expiry of any Contract, Quotation, or these Terms and Conditions.
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5. Products
5.1 Supply
5.1.1 All Products supplied by Fredrik Marine are subject to availability at the time of order confirmation.
5.1.2 Fredrik Marine reserves the right to refuse orders or supply alternative Products of comparable specification where original Products are unavailable.
5.2 Specifications
5.2.1 Product specifications, design, components, or packaging may change without prior notice, provided that any substituted or modified Product is of comparable quality and functionality.
5.3 Delivery Terms
5.3.1 Unless otherwise agreed in writing, all Products are supplied on an Ex Works (EXW) basis from a designated location specified by Fredrik Marine, including Manufacturer, Warehouse, or Fredrik Marine office.
5.3.2 Any changes to INCO terms requested by the Customer shall require mutual written agreement and may incur additional charges.
5.3.3 Fredrik Marine shall not be liable for delays caused by suppliers, shipping, customs, or logistics unless expressly agreed in writing.
5.4 Storage and Abandonment
5.4.1 Where Products are not collected, delivered, or accepted within a reasonable time, Fredrik Marine reserves the right to charge storage fees and, upon reasonable notice, dispose of or resell the Products. Any shortfall shall remain payable by the Customer.
5.5 Risk Transfer
5.5.1 Risk of loss, damage, or deterioration of Products passes to the Customer upon delivery to the Customer or collection by the Customer, whichever occurs first.
5.5.2 The Customer is responsible for arranging insurance and transport after risk transfer.
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6. Inspection and Acceptance
6.1 The Customer must inspect all Products immediately upon delivery or collection and notify Fredrik Marine in writing of any shortages, defects, or non-conformance within seven (7) days.
6.2 Failure to notify Fredrik Marine within this period shall constitute deemed acceptance of the Products.
6.3 Failure to inspect or notify does not limit Customer’s payment obligations or Fredrik Marine’s rights under Section 3. Latent defects discovered after the 7-day inspection period are only covered if explicitly agreed under the warranty terms.
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7. Warranty
7.1 Products supplied carry only the manufacturer’s standard warranty, unless otherwise expressly agreed in writing.
7.2 Services performed by Fredrik Marine shall be carried out with reasonable care and skill in accordance with industry standards and carries a warranty period of thirty (30) days from completion or as expressly agreed in the applicable SOW or Contract.
7.3 Fredrik Marine does not guarantee that the Services will achieve any specific operational outcome, system performance level, or integration result unless expressly stated in writing.
7.4 No other warranties, whether express or implied, including warranties of merchantability or fitness for a particular purpose, are given unless expressly agreed in writing.
7.5 Extended or third-party warranties must be obtained directly from the manufacturer and are not the responsibility of Fredrik Marine unless expressly stated in writing.
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8. Returns and Cancellations
8.1 Approval Required
8.1.1 All Product returns or service cancellations require prior written approval from Fredrik Marine.
8.1.2 Approval requests must specify the reason for return, Product details, quantities, and condition. No Product shall be returned without prior written approval; unauthorized returns will be returned at Customer’s expense.
8.2 Return Conditions
8.2.1 Approved returns must be unused, in original condition and packaging, and returned within thirty (30) days from the date of delivery.
8.2.2 All returns shall be subject to a restocking fee as determined by Fredrik Marine. The Customer shall bear all costs associated with the return, including but not limited to transportation, logistics, manpower, customs duties, taxes, and any other related charges.
8.2.3 Fredrik Marine reserves the right to reject any returned Products that do not comply with these conditions.
8.3 Non-Returnable Items
8.3.1 Custom-made, special-order, or bespoke Products, including any modified or configured items, are strictly non-returnable unless otherwise agreed in writing.
8.3.2 Fredrik Marine reserves the right to refuse any return that does not meet these criteria.
8.4 Cancellations
8.4.1 Any cancellation of Products or Services by the Customer shall be subject to payment for all costs incurred by Fredrik Marine up to the date of cancellation, including procurement, personnel mobilisation, travel, and other related costs.
8.4.2 Where Products have been dispatched or Services partially performed, the Customer remains liable for the full invoice amount unless otherwise agreed in writing.
8.4.3 Restocking fees and return logistics costs, including shipping, handling, duties, taxes, or other charges, shall be borne entirely by the Customer.
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9. Limitation of Liability
9.1 To the fullest extent permitted by law, Fredrik Marine’s total aggregate liability arising out of or in connection with any Contract, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by the Customer under the relevant Contract. For the avoidance of doubt, consequential loss includes but is not limited to loss arising from vessel downtime, off-hire, delay, demurrage, or loss of charter. This limitation applies regardless of the form of action, including breach of contract, negligence, or statutory liability, except where prohibited by law.
9.2 In no event shall Fredrik Marine be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profit, loss of business, loss of use, or loss of data, even if such losses were foreseeable.
9.3 Fredrik Marine does not guarantee that the Services will achieve any specific operational outcome, system performance level, or integration result unless expressly stated in writing. Fredrik Marine shall not be responsible for cybersecurity vulnerabilities, breaches, or incidents arising from pre-existing systems or third-party software.
9.4 Where remote access is provided, the Customer shall ensure secure and authorised access. Fredrik Marine shall not be liable for any risks arising from remote access arrangements, including unauthorised access or system compromise.
9.5 Unless expressly agreed in writing, Fredrik Marine does not assume responsibility for classification society approvals, flag state compliance, or regulatory certification of any Products or Services.
9.6 The Customer shall ensure that all data is properly backed up prior to the commencement of any Services. Fredrik Marine shall not be liable for any loss, corruption, or compromise of data.
9.7 Fredrik Marine shall not be responsible for cybersecurity vulnerabilities, breaches, or incidents arising from pre-existing systems or third-party software.
9.8 Any claim must be brought within twelve (12) months from completion of the relevant Services or delivery of Products, failing which it shall be deemed waived.
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10. Force Majeure
10.1 Fredrik Marine shall not be liable for any delay or failure in the performance of its obligations where such delay or failure results from events or circumstances beyond its reasonable control.
10.2 Such events include, but are not limited to, acts of God, war, terrorism, civil unrest, epidemics, labour disputes, governmental actions, port restrictions, adverse weather conditions, and supply chain disruptions.
10.3 During the continuation of such events, Fredrik Marine’s obligations shall be suspended, but the Customer’s payment obligations shall remain unaffected.
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11. Termination for Convenience
11.1 Right to Terminate
Either party may terminate any Contract, Quotation, or these Terms and Conditions for convenience by giving thirty (30) days’ prior written notice to the other party.
11.2 Payment Upon Termination
Upon termination under this Clause 11, the Customer shall pay Fredrik Marine for:
(a) All Services performed and Products delivered up to the effective date of termination, at the applicable rates and prices;
(b) All Products procured or committed for procurement, which shall be non-cancellable and non-returnable;
(c) All reasonable demobilisation costs, restocking fees, and other committed costs directly attributable to the termination.
11.3 No Further Liability
Upon payment of all amounts due under Clause 11.2, neither party shall have any further liability to the other for the terminated portion of the Contract, except for:
(a) Confidentiality obligations under Clause 12 (which shall survive termination in accordance with Clause 12.5);
(b) Any other obligations which by their nature should survive termination.
11.4 Effect on Outstanding Obligations
Termination shall not affect any rights or obligations that have accrued prior to the effective date of termination, or any provisions that expressly survive termination.
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12. Intellectual Property
12.1 All intellectual property rights, including patents, trademarks, copyrights, designs, know-how, software, documentation, and trade secrets, created, supplied, or used by Fredrik Marine in connection with the Products or Services, remain the exclusive property of Fredrik Marine unless expressly agreed otherwise in writing.
12.2 Customer shall promptly notify Fredrik Marine of any suspected infringement, misuse, or unauthorized use by third parties.
12.3 The Customer is granted no right, title, or license to use Fredrik Marine intellectual property beyond what is expressly stated in a written agreement.
12.4 The Customer shall not reproduce, modify, distribute, or disclose any Fredrik Marine intellectual property without prior written consent.
12.5 Any third-party claims arising from Customer’s misuse or unauthorised use of Fredrik Marine intellectual property shall be indemnified by the Customer in full.
12.6 All IP protection obligations survive the termination or expiry of the Agreement.
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13. Confidentiality
13.1 Both Fredrik Marine and the Customer shall maintain strict confidentiality of all non-public information disclosed in connection with the Agreement, including commercial, technical, financial, or operational information (“Confidential Information”).
13.2 Confidentiality obligations do not apply to information that is publicly available, independently developed, or lawfully obtained from third parties.
13.3 Confidential Information shall only be used for the purposes of fulfilling obligations under these Terms and Conditions or any associated Contract, Quotation, MSA, or SOW.
13.4 Disclosure of Confidential Information is permitted only to employees, agents, or subcontractors who require access and are bound by similar confidentiality obligations.
13.5 Confidentiality obligations survive termination or expiry of the Agreement for a period of five (5) years or for the duration required under applicable law, whichever is longer.
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14. Currency Fluctuation and Price Adjustments
14.1 Where Products or components are sourced in a foreign currency, including but not limited to United States Dollars (USD), all pricing is based on the prevailing exchange rate at the time of quotation. Applicable exchange rates shall be determined by Fredrik Marine using the reference rate published by its nominated bank at the time of quotation.
14.2 Fredrik Marine reserves the right to adjust the final price to reflect any fluctuation in exchange rates between the date of quotation and the earlier of (a) receipt of full payment, or (b) procurement of the Products.
14.3 Any increase in cost arising from such exchange rate fluctuations shall be borne by the Customer.
14.4 For the avoidance of doubt, no foreign exchange risk shall be borne by Fredrik Marine unless expressly agreed in writing.
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15. Personal Guarantee
15.1 Where the Customer is a private company or presents credit risk, Fredrik Marine reserves the right to require a personal guarantee from directors or beneficial owners as a condition of contract.
15.2 Where applicable, the signed personal guarantee must be received prior to mobilisation or delivery of Products or Services.
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16. Export Control and Compliance
16.1 The Customer shall comply with all applicable export control laws, sanctions, embargoes, and trade restrictions of Singapore, the United States, the European Union, and any other relevant jurisdiction.
16.2 The Customer shall not, directly or indirectly, export, re-export, or transship any Products or technical data supplied by Fredrik Marine to any destination, entity, or person prohibited or restricted under applicable export control laws.
16.3 The Customer warrants that it is not a sanctioned or prohibited party, nor owned or controlled by a sanctioned or prohibited party, under any applicable export control or sanctions regime.
16.4 Fredrik Marine reserves the right to suspend or terminate any Contract immediately without liability if, in its reasonable opinion, there is a risk of violation of export control laws or sanctions.
16.5 The Customer shall indemnify and hold harmless Fredrik Marine from and against any claims, penalties, fines, damages, losses, and expenses arising from the Customer’s breach of this Clause 16.
16.6 The obligations under this Clause 16 shall survive the termination or expiry of any Contract.
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17. Governing Law and Dispute Resolution
17.1 These Terms and Conditions and any associated agreements, orders, or contracts shall be governed by and construed in accordance with the laws of the Republic of Singapore.
17.2 The Customer agrees that any disputes, claims, or actions arising from or related to these Terms shall be brought exclusively before the courts of the Republic of Singapore.
17.3 Nothing in this clause prevents Fredrik Marine from seeking interim or injunctive relief in any competent jurisdiction if required to protect its rights or property, or agreeing in writing to partial dispute resolution by arbitration where appropriate. Where partial arbitration is agreed, the arbitration venue and procedure shall be specified in writing between the parties.
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18. General
18.1 Headers are for convenience only and do not affect interpretation of these Terms.
18.2 No Waiver – Failure or delay by Fredrik Marine in enforcing any right or provision shall not constitute a waiver unless expressly provided in writing and signed by Fredrik Marine.
18.3 Severability – If any clause or provision is held invalid, illegal, or unenforceable, it shall be severed, and the remaining provisions shall continue in full force and effect.
18.4 Entire Agreement – These Terms and Conditions, together with any Quotation, Contract, MSA, or SOW expressly referenced herein, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, understandings, or representations, whether written or oral.
18.5 Assignment – The Customer shall not assign or transfer any rights or obligations under these Terms without Fredrik Marine’s prior written consent.
18.6 Third Parties – Unless expressly provided, no person who is not a party to these Terms and Conditions shall have any right to enforce any provision under the Contracts (Rights of Third Parties) Act 2001 of Singapore.
18.7 Notices – All notices under these Terms shall be in writing and delivered to the registered addresses of the parties or to such other address as either party may designate in writing.
18.8 Governing Language – These Terms are prepared in English. In the event of any conflict between the English version and any translation, the English version shall prevail.
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19. Personal Data Protection
19.1 Application
This Clause 19 applies where Fredrik Marine processes Personal Data (as defined under the Personal Data Protection Act 2012 of Singapore (“PDPA”)) in connection with the performance of its obligations under these Terms.
19.2 Definitions
For the purposes of this Clause:
(a) “Personal Data” has the meaning given under the PDPA;
(b) “Processing” has the meaning given under the PDPA.
19.3 Compliance with PDPA
Both parties shall comply with their respective obligations under the PDPA in respect of any Personal Data processed in connection with these Terms.
19.4 Data Collection and Use
The Customer consents to Fredrik Marine collecting, using, and disclosing the Customer’s Personal Data for the following purposes:
(a) Providing Products and Services;
(b) Administering customer accounts and relationships;
(c) Communication regarding orders, deliveries, and services;
(d) Compliance with legal and regulatory obligations;
(e) Any other purposes as notified to the Customer.
19.5 Data Retention
Fredrik Marine shall retain Personal Data only for as long as necessary to fulfill the purposes for which it was collected, or as required by applicable law.
19.6 Data Security
Fredrik Marine shall implement reasonable security measures to protect Personal Data against unauthorized access, disclosure, or alteration.
19.7 Customer’s Obligations
The Customer warrants that it has obtained all necessary consents and authorizations to disclose Personal Data to Fredrik Marine, and that such disclosure complies with the PDPA.
19.8 Transfer of Data
Fredrik Marine may transfer Personal Data to third parties (including affiliates, subcontractors, and service providers) as necessary for the provision of Products or Services, provided such third parties are bound by equivalent confidentiality and data protection obligations.
19.9 Vessel and Crew Data
Where Fredrik Marine accesses, processes, or stores vessel or crew-related data in connection with the provision of Services, such data shall be treated as Confidential Information under Clause 13 and shall only be used and disclosed for:
(a) The provision of contracted Services;
(b) Compliance with applicable maritime laws and regulations;
(c) Communication with the Customer or relevant authorities as required.
Fredrik Marine shall not disclose vessel or crew data to any third party outside the scope of the contracted Services, except as required by law or applicable maritime regulations.
19.10 Survival
The obligations under this Clause 19 shall survive the termination or expiry of these Terms and Conditions.
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*First Published: 27 January 1992*
*Last Updated: 4 April 2026*