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Your ref. BSC Electronic Charts Subscription for MV.

Banglar Joyjatra

Our ref. AMSRTCHART0001

Singapore, July 18th 2018

Dear Sir,

With reference to your continuous discussion on the Electronic Charts Subscription for MV.Banglar Joyatra.

We herewith present to you our proposal for the first voyage from YZJ Shipyard to Chittagong Port and
thereafter PAYS services to cater to your needs.

We trust we have made you a suitable proposal and are looking forward to your reply. If you have any
further questions, please do not hesitate to contact us.

Met vriendelijke groet, Best regards, 敬具

Roger Toh|Sales Manager

Alphatron Marine Systems Pte Ltd.

Sales office, training centre & showroom: 100 Pasir Panjang #05-01 | Singapore | 118518

T +65 6863 0335 | Ext + 65 6715 6274| M + 65 8799 8915 | F + 65 6863 3305

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CONTENTS

INTRODUCTION LETTER..................................................................................................................................... 1
CONTENTS ......................................................................................................................................................... 2
PRICE PLAN FOR FIRST VOYAGE ..................................................................................................................... 3-4
PAYS SERVICE (PAY-AS-YOU-SAIL) ..................................................................................................................... 5
TERMS & CONDITIONS ................................................................................................................................. 6-12

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PRICE FOR FIRST VOYAGE FROM YZJ SHIPYARD TO CHITTAGONG PORT
(Coverage Area China Jiangyin City to Bangladesh Chittagong Port)

Charts required under Coverage Area

C1313900 Taishan Liedao to Haitan Dao


C1314100 Haitan Haixia to Xiamen Gang
C1413940 Sishuang Liedao To Baiquan
C1414110 Baiquan Liedao To Nanri Qundao
C1513989 Beijiao Bandao - Dongluo Liedao
C1513991 Minjiang Kou
C1513992 Jinpai Men To Mawei
C1613992 Mawei Gang Pier For 10000T Ship
GB204410 Taiwan - Oluan Bi
GB204411 S China Sea - Scarborough Reef
GB20829A Bay of Bengal - Northern Part
GB300090 Malancha R To Saint Martins Is
GB300817 Shahpuri Point Mun Aung Island
GB300818 Kaleindaung to Bassein River
GB303232 O-Luan Pi to Kao-Hsiung Kang
GB303233 O-Luan Pi to T'ai-Tung Kang
GB303234 Tu-Li Pi TO Shui-Lien Pi
GB303235 Hua-Lien Kang San-Tiao Chiao
GB303658 K'an-t'ou-t'so Kang Chi-Lung
GB40084A Approaches To Chittagong
GB42139A Approaches To Pelabuhan Klang
GB500084 Bangladesh - Chittagong
ID200103 Singapura Hingga Selat Bangka
ID202869 Outer Appr Singapore Strait
ID300422 Pulau Semiun hingga Pulau Timau
ID300430 Title Not Specified
IN141ANI Title Not Specified
IN17706C BAY OF BENGAL
IN2473NI Andaman Island
IN3401PL Preparis to Landfall Island
JP13DRU0 South China Sea 1
JP13DS14 South China Sea 2
JP148NF0 Adjacent Seas of Japan 5
JP14CCJ4 Yellow Sea
JP248NF0 East China Sea 1
JP34B5J8 Nansei Shoto 5
JP34CCL8 Nansei Shoto 9
KR1I0000 Nagasaki To Xiamen

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KR1J0000 Republic of Korea
KR1M0000 South China Sea
KR1N0000 South China Sea
KR1SW000 Philippine I to Bismarck Arch
MS3IK2EB Malacca and Singapore Strait
MS3OF2TT Malacca and Singapore Strait
MS3RS2FC Malacca and Singapore Strait
MS4BR2JS Buffalo Rock to Johor Shoal
MS4IK2RL Iyu Kechil Raffles Lighthouse
MS4NS2EB Nongsa to Eastern Bank
MY2C0054 Malaysia
MY2C0058 Ko Phuket- Pulau Jarak
MY3C0540 Kepulauan Sembilan-Pelabuhan Kl
MY3C0553 Pulau Pinang - Ujung Tamiang
MY3C0554 P Pinang - Kepulauan Sembilan

Price: USD 804.00

*Subscription for the above charts are for 3 months except for Singapore & India where only 12 months
cells are available.

Lump Sum Installation Price by China Engineer for charts onboard (Inclusive travelling hours)

Price: USD 1500.00

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PAYS SERVICE (PAYS-AS-YOU-SAIL)
*To be activated after vessel reaches Chittagong Port

Concept
Pay As You Sail (PAYS) is a flexible, user-friendly and cost-effective way to navigate. With a PAYS-
subscription, the navigator can immediately access charts and publications from the most trustworthy and
comprehensive databases, such as UKHO’s ADMIRALTY Vector Chart Service (AVCS) with over 15,750
official Electronic Navigational Charts (ENCs).

All the ENCs are free of charge for planning purposes. By using vessel tracking data, the service only
charges for charts that have been under the vessel’s keel during the voyage. This is more convenient,
economical and transparent compared to traditional ENC subscription models, which are based on set
areas and time scales.

OPTION 1

NAVtracker services.
Subcription fees for USD 8.00 per day.
Pay-As-You-Sail services will be integrated into it.
BSC will need to pay the charts based on the vessel Inmarsat C polling position.
*Subscription/Charts used will be invoiced every end of the month.

OPTION 2

NAVBOX for NAVTracker services


Subcription fees for USD 2.00 per day.
Pay-As-You-Sail services will be integrated into it.
BSC will need to pay the charts based on the vessel GPS/AIS position.
NAVBOX Cost: USD 2500.00/SET
Installation/setup fee: To be mutually agree upon with TSI Marine
*Subscription/Charts used will be invoiced every end of the month.

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TERMS & CONDITIONS

1. Definitions
a) "Agreement" means any agreement entered into between the Supplier and the
Buyer, including but not limited to Sale Order Confirmations.
b) "Amounts Due" means any and all amounts payable by the Buyer to the Supplier
under an Agreement including but not limited to the purchase price for the Goods,
the fees for the Services, plus any default interest and expenses incurred in
connection with reminders and collecting of monies as well as other costs.
c) "Business Day" means a day (other than a Saturday or Sunday or a public holiday
in Singapore) on which banks are open for business in Singapore;
d) "Buyer" means the person, body or legal entity that entered into an agreement with
the Supplier.
e) "Goods" means any and all products supplied by the Supplier to the Buyer.
f) "Sales Order Confirmation" means a written confirmation sent by the Supplier to the
Buyer listing the Goods ordered by the Buyer, the price of the Goods and further
terms and conditions that apply.
g) "Services" means any and all services rendered by the Supplier to the Buyer
including but not limited to installation and training services.
h) "Supplier" means Alphatron Marine Systems Pte. Ltd., a company with limited
liability incorporated in the Republic of Singapore.
i) "Intellectual Property Rights" means all copyrights, design rights, patents,
trademarks, service marks, trade secrets, know-how, confidential information,
moral rights, database rights, semiconductor topography rights, logos, internet
domain names, get-up, inventions, utility models and other rights in the nature of
intellectual property rights, whether registered or unregistered anywhere in the
world.

2. Applicability
These General Terms & Conditions shall apply to all Agreements. By entering into an
Agreement the Buyer is deemed to have accepted and incorporated these General Terms
& Conditions into the Agreement. If a provision of an Agreement conflicts or is
incompatible with a provision of these General Terms & Conditions the provisions of the
General Terms & Conditions shall prevail. Any general terms and conditions of the Buyer
which has not been incorporated in the Agreements, are expressly excluded.

3. Orders
3.1 Orders submitted (whether orally or in writing) by the Buyer to the Supplier shall
become effective and binding only when the Supplier accepts the order by way of a Sales
Order Confirmation, and each such accepted order shall constitute a separate contract for
the purchase of the Goods specified in such Sales Order Confirmation.

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3.2 The Sales Order Confirmation (unless otherwise amended by a later Sales Order
Confirmation) sets forth the entire agreement and understanding between Supplier and
Buyer in connection with the sale of Goods and/or Services, and supersedes all prior
offers, oral and written correspondence, representations, agreements, memoranda,
understandings and undertakings between them in connection with the sale of Goods
and/or Services, unless they are expressly incorporated by reference.

3.3 For the avoidance of doubt and without prejudice to the generality of the foregoing
clause 3.2, in the event that the terms contained in a Sales Order Confirmation differ from
those contained in any prior offers, oral and written correspondence, representations,
agreements, memoranda, understandings and

undertakings between Supplier and Buyer in connection with the sale of Goods and/or
Services, the terms set out in the Sales Order Confirmation shall prevail and be deemed
accepted by the Buyer.

4. Services
4.1 Unless expressly otherwise agreed in writing, the Supplier may charge for Services
rendered on an hourly basis at the prevailing hourly rate.

4.2 If the Supplier's employees are carrying out Services on the Buyer's premises, the
Buyer shall ensure that any facilities reasonably requested by these employees are
provided free of charge. The workspace and facilities shall meet all statutory and other
applicable requirements in relation to working conditions. The Buyer shall notify the
employees deployed by the Supplier of any applicable company or security rules prior to
the commencement of the Services.

6.3 The Buyer shall not, either on its own account or in conjunction with or on behalf of
any person, firm, company or organisation, directly or indirectly, canvass, solicit, entice
away, employ or attempt to solicit, entice away or employ Supplier's employees in the
course of the execution of the Services or within

twelve months of the last day the Services are rendered to Buyer.

5. Terms of payment
5.1 Unless agreed otherwise in writing, payments shall be made in full and in cash or
cleared funds by the Buyer to the Supplier within 30 calendar days of the invoice date.
Payment shall be made to such bank account nominated in writing by the Supplier.

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The Supplier reserves the right to request full or partial advance payment. The Buyer
agrees that it does not have any rights of suspension of payments, deduction or set-off
against counterclaims and that it will not suspend payments, make any deductions or set-
off any Amounts Due against counterclaims.

5.2 All prices are in U.S Dollars and the Buyer must effect all payments to the Supplier in
U.S Dollars unless otherwise agreed. Any and all bank charges imposed on such
payments by the Buyer to the Supplier, whether imposed by a bank in Singapore or
elsewhere and all taxes (including but not limited to withholding tax, Goods and Services
Tax, Value Added Tax, customs duties or government levies) and other imposts of
whatever nature, whether imposed by tax and customs authorities, shall be in addition to
the price of the Goods and/or Services and the Buyer shall ensure that the Supplier
receives

payment in full of the invoice price of the Goods and/or Services after taking into account
all such bank charges, taxes or imposts.

5.3 If the Buyer comprises more than one natural person and/or legal entity, each of these
persons/entities shall be joint and severally liable to the Supplier in respect of payment of
the Amounts Due.

5.4 In the situation where another person (other than the Buyer) agrees to pay the
Amounts Due to the Supplier, (whether this was agreed between the Supplier and such
other person), the Buyer agrees that the Buyer shall remain primarily responsible for all
Amounts Due until full and final settlement of such Amounts Due. Payment of the
Amounts Due may not be withheld, suspended or postponed on the basis that the
Amounts Due are likely or should be paid by some other person other than the Buyer to
the Supplier, (notwithstanding any representation by the Buyer that it was or is an agent
for another person).

7.5 If the Buyer shall fail or neglect to make any payment in full when due under the
Agreement, for any reason, including failure by the Buyer to obtain payment from its
principal or another person the Supplier may charge the Buyer interest on the overdue
amount at the rate of 1.5% per annum ("late payment interest") . The late payment interest
shall accrue on a daily basis from the due date up to the date of actual payment of the
overdue amount and such interest thereon. If the Buyer still fails to pay the amount owed
after receiving a demand letter or a notice of default, the Supplier reserves all rights to
take such

further actions, including commencing legal proceedings against the Buyer, in which case
the Buyer shall be obliged to pay all legal expenses including all in court, out of court
expenses and reasonable attorney fees to the Supplier.
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5.6 The Supplier's claim for or receipt of any such additional amount set out in clause 5.5
shall in no way prejudice any other remedy available to the Supplier for such delay in
payment.

6. Liability
6.1 To the fullest extent permitted by the applicable laws, the Supplier shall not be liable to
the Buyer for the following types of losses or damages from claims arising out of or
relating to an Agreement (or the supply or use of or inability to supply or use the Goods
under an Agreement), howsoever caused and regardless of whether such claims are
based on tort, negligence, breach of contract, breach of warranty, strict liability, breach of
statutory duty, failure of essential purpose or otherwise, and whether or not the Buyer has
been advised of the possibility of such damages:

a) Loss of profits, business, contracts, revenue, goodwill or prospect savings (whether


such loss is direct, indirect, foreseeable or otherwise); and
b) Indirect, incidental, consequential punitive, special or exemplary damages.
6.2 In any event, the total liability of the Supplier for claims arising out of or relating to any
Agreement (or the supply or use of or inability to supply or use the Goods under an
Agreement), howsoever caused and regardless of whether such claims are based on tort,
negligence, breach of contract, breach of

warranty, strict liability, breach of statutory duty, failure of essential purpose or otherwise,
shall in aggregate not exceed a sum equal to the price paid by the Buyer to the Supplier
for the Goods and the Services under the relevant Agreement(s) that gave rise to the
claim(s).

6.3 If the Buyer is notified or become aware of any fact, circumstance or event that may
give rise to a claim against the Supplier, the Buyer shall inform the Supplier thereof in
writing within fifteen (15) days, stating the facts, circumstances or events that lead to the
claim and the damages suffered or expected to be suffered.

6.4 The Supplier shall not be liable for any loss or damages in the event no timely written
notice has been given to the Supplier as described in clause 6.3 of these General Terms
& Conditions.

6.5 The Buyer acknowledges that the Supplier has set its prices for the Goods and/or
Services under the Agreement and entered into the Agreement in reliance under the
limitation of liability set forth in this clause 6 and that the same forms an essential basis of
the bargain between the parties.

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6.6 The Buyer agrees to indemnify and hold and hereby indemnifies and holds the
Supplier harmless from against any and all damages, liabilities, costs and expenses
arising out of third party legal proceedings, actions or claims against the Supplier arising
under an Agreement or in relation to the Goods and/or Services supplied to the Buyer
under an Agreement, unless such damages, liabilities, costs or expenses was caused by,
relates to or arises from a negligent act or omission or wilful default, misconduct or fraud
by the Supplier.

7. Intellectual Property Rights


7.1 The Buyer acknowledges that all Intellectual Property Rights in the Goods and
Services belong and shall belong to the Supplier or its licensors. None of the provisions in
an Agreement or these General Terms & Conditions shall be interpreted in any way to
constitute a full or partial transfer or assignment of

any Intellectual Property Rights by the Supplier to the Buyer and no such transfer is
pursued, meant or may be understood.

8. Force majeure
8.1 Either party shall be entitled to suspend performance of his obligations under an
Agreement if and to the extent that such performance is impeded or made unreasonably
onerous by any cause or causes beyond the reasonable control of such party including
but not limited to any industrial disputes, strikes,

fire, storm, earthquake, explosion, epidemic, war, riot, rebellion, extensive military
mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power,
acts of God, or defects or delays in deliveries by sub-contractors caused by any similar
circumstance ("Force Majeure").

8.2 A Force Majeure event whether occurring prior to or after the formation of the
Agreement, shall give a right to suspension only if its effect on the performance of the
Agreement could not be foreseen at the time of the formation of the Agreement.

8.3 The party claiming to be affected by a Force Majeure event shall notify the other party
in writing without delay on the intervention and on the cessation of such event.

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8.4 Either party shall be entitled to terminate the Agreement by notice in writing to the
other party if the Force Majeure event continues to exist for more than six months and the
performance of the Agreement is suspended for more than six months.

8.5 This clause 11 shall not apply to any outstanding obligations to pay money.

9. Severance
9.1 If any arbitral tribunal, court or other competent authority finds that any provision of
these General Terms & Conditions or the Agreement is invalid, illegal or unenforceable,
that provision or part of that provision shall, to the extent required, be deemed modified to
the minimum extent necessary to make it

legal, valid and enforceable. If such modification is not possible, the relevant provision or
part-provision shall be deemed deleted.

9.2 For the avoidance of doubt, any modification to or deletion of a provision or part-
provision under clause 9.1 shall not affect the validity and enforceability of the other
provisions of these General Terms & Conditions or of the Agreement.

10. Disputes and Applicable Law

10.1 These General Terms & Conditions shall be governed by and construed in
accordance with the laws of Singapore.

10.2 In the event that the Buyer is a Singapore entity or a Singapore resident, the parties
agree to submit to the exclusive jurisdiction of the courts of Singapore and any dispute
arising out of or in connection with these General Terms & Conditions and/or an
Agreement, including any question regarding their interpretation, existence, validity or
termination, shall be referred to and finally resolved by the courts of Singapore.

10.3 In the event that the Buyer is neither a Singapore entity nor a Singapore resident,
any dispute arising out of or in connection with these General Terms & Conditions and/or
an Agreement, including any question regarding their interpretation, existence, validity or
termination, shall be referred to and finally

resolved by arbitration administered by the Singapore International Arbitration Centre


("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration

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Centre ("SIAC Rules") for the time being in force (which rules are deemed to be
incorporated by reference in this clause), except as they may be modified herein:

a) The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1)
arbitrator. The language of the arbitration shall be English.

b) The parties undertake to use their best endeavours to enable the tribunal to make
an award within six (6) months of the date of commencement of the proceedings of
the arbitration.

10.4 Notwithstanding clause 10.3 of these General Terms & Conditions, any party may at
any time without regard to any notice periods required by the provisions hereof, and as
often as is necessary or appropriate, seek interlocutory, provisional or interim relief or
remedies from any court (including, without limitation, to the extent available under
applicable law, a temporary restraining order or preliminary injunction) to preserve such
party's rights pending final resolution of the dispute.

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