Legal

Terms & Conditions

1. Definitions

In these Terms the following words shall have the following meanings:

"ACL" means the Australian Consumer Law Schedule 2 of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended;

"Chargeable Time" means all time spent by the Company's Personnel in performing, attempting to perform, or preparing to perform the Services, including travel time, mobilisation, procurement, diagnostics, reporting, waiting time, and delays caused by the Client.

"Client" means any person, company, trust, or other legal entity that purchases or accepts the supply of Goods or Services from either Marine Solutions Australia Pty Ltd or Marine Solutions Australia Sales Pty Ltd. The term includes:

any person who provides instructions to the Company on behalf of the Client, including foremen, managers, captains, vessel crew, agents, or representatives;
any person who, by conduct or circumstance, appears to the Company to be authorised to act on the Client's behalf, whether or not the Client later denies such authority; and
any recipient of Goods or Services who benefits from or takes delivery of the same, whether or not a formal purchase order or written authorisation exists;

"Client Property" means any vessel, part, component, equipment, documentation, or other property owned, controlled, or delivered by the Client to the Company for the purpose of receiving Goods or Services, including property held at the Company's premises or under its supervision;

"Client Representative" means any person who gives instructions to the Company on behalf of the Client, whether authorised or not, including foremen, managers, captains, vessel crew, agents, or any person who appears to be authorised.

"Company" means either Marine Solutions Australia Pty Ltd (ABN 18 657 971 438) or Marine Solutions Australia Sales Pty Ltd (ABN 89 681 543 966), each operating from Shop 34, 76-84 Waterway Drive, Coomera QLD 4209. For legal and contractual purposes, the Company shall be the specific entity identified in the relevant quotation, invoice, or work order issued to the Client, and only that entity shall be deemed the contracting party for the purposes of these terms and conditions;

"Company Property" means all property, whether tangible or intangible, owned, created, used, or licensed by the Company in connection with the supply of Goods or Services and includes rights of entry, inspection, and recovery in the event of non-payment or dispute;

"Contract" means these Terms and any quotation, work order, purchase order, or other written agreement incorporating these Terms;

"Cyber Security Incident" means an unwanted or unexpected cybersecurity event or series of events (including a breach of cybersecurity or a failure of cybersecurity safeguards in place) that have a significant probability of compromising business operations;

"Equipment" means any machinery, tools, plant, or systems supplied by the Company on a hire or temporary-use basis for the performance of Services, including any accessories or ancillary items associated with such use. Title to Equipment does not pass unless expressly sold, and all hired Equipment must be returned upon completion unless otherwise agreed in writing;

"Force Majeure" means any cause whatsoever beyond a Party's reasonable control, including acts of God, lightning, earthquakes, cyclones, floods, landslides, storms, explosions, fires and any natural disaster, acts of war, acts of public enemies, terrorism, public disorder, riots, civil commotion, epidemics, pandemics, malicious damage, vandalism, sabotage, explosions, nuclear accidents, strikes, labour disputes and other industrial disturbances, any border closure, road closure or congestion of roads, any quarantine or customs restriction, any interruption of power supply or scarcity of fuel or any accident, collision or breakdown of a vehicle, crane, machinery or Equipment;

"Goods" means all materials, components, parts, assemblies, marine Equipment, systems, and other products supplied, sold, delivered, or installed by the Company, whether manufactured, sourced, or procured for inclusion in the Services or sold separately by Marine Solutions Australia Sales Pty Ltd. For clarity, the term "Goods" includes Equipment where supplied by way of sale and may be used interchangeably with "Services" where the context so permits;

"GST" means the Goods and Services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and its associated Regulations as amended;

"Insolvent" means with respect to a Party that:

(a)

it is (or states that it is) insolvent (as defined in the Corporations Act 2001 (Cth));

(b)

it is in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration, wound up or has had a receiver and manager appointed; or

(c)

it is taken to have failed to comply with a statutory demand;

"Lien" means the Company's legal right to retain possession of the Client's Vessel, goods, or any property in its custody, as security for unpaid charges relating to the supply of Goods or Services, including but not limited to materials, labour, equipment, engineering, and project management. This includes a general law lien and a statutory lien constituting a General Maritime Claim under section 4(3) of the Admiralty Act 1988 (Cth), including claims for repair, maintenance, inspection, modification, and supply of goods to a vessel. The Company may exercise this lien until all outstanding amounts are paid in full and may take enforcement steps where appropriate;

"Personnel" means the Company's directors, officers, employees, contractors, subcontractors, consultants, and authorised representatives.

"Premises" means the Company's principal place of business, including any workshops, sheds, depots, or storage facilities owned, leased, or operated by the Company. It does not include client-owned or third party sites where Services are delivered off-site;

"PPSR" means the official government register for security interests in personal property that the Registrar of Personal Property Securities manages;

"Services" means any marine engineering services provided by the Company or its authorised agents or contractors. Services may include but are not limited to any one or more of the following:

(a)

Marine engineering and mechanical services;

(b)

Onboard engineering works;

(c)

Vessel project management and supervision;

(d)

Engineering services while vessels are afloat or on hardstand;

(e)

Sea trials and commissioning;

(f)

Hydraulic engineering, repairs, and installations;

(g)

Electrical diagnostics, repairs, and upgrades;

(h)

Custom fabrication, refits, and installations;

(i)

Testing, maintenance, and system integration;

(j)

Blackwater, bilge, and water treatment systems;

(k)

Thruster, stabiliser, windlass, crane, and swim platform servicing or installation;

(l)

Exhaust, engine cooling, and engine room ventilation systems;

(m)

Engineering inspections, surveys, troubleshooting, and technical assessments;

(n)

Professional marine consultancy and technical advice.

"Site" means any location, other than the Company's Premises, at which the Goods are delivered or the Services are performed, including but not limited to vessels, marinas, shipyards, dry docks, wharves, jetties, hardstand areas, or other client-nominated or third party locations whether public or private, permanent or temporary;

"Terms" means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing between the Parties;

"Vessel" means any watercraft, ship, boat, floating structure, or marine asset upon which Services are performed or for which Goods are supplied;

"Vessel Condition" means the seaworthiness, structural integrity, safety, cleanliness, and operational readiness of the Vessel as required under these Terms.

"Workplace" means the demarcated area or location at which the Goods or Vessel is situated for Services, whether controlled by the Company, the Client, or any third party.

2. Company Structure & Scope of Services

2.1.

The Company is primarily engaged in marine engineering, with hydraulic services forming a specialised subcategory of its broader operations. The Company operates through two separate legal entities:

(a)

Marine Solutions Australia Pty Ltd, which provides onboard marine engineering services, labour, and vessel project management; and

(b)

Marine Solutions Australia Sales Pty Ltd, which supplies marine Equipment, parts, and components.

2.2.

The Company's service offering includes engineering work performed while vessels are in-water or on hardstand, full vessel project management, and sea trials.

2.3.

The Company's personnel hold recognised qualifications, including Master 5, MED 2, Coxswain certifications, and marine and mechanical engineering qualifications.

2.4.

The Company may refuse to perform Services where the Vessel Condition presents a safety risk, operational hazard, or regulatory non-compliance. Any delay or cost arising from refusal is chargeable to the Client.

2.5.

All engineering advice, diagnostics, and recommendations provided by the Company constitute professional opinion only. The Client assumes all responsibility for decisions made based on such advice.

3. General

3.1.

These Terms shall apply to all contracts, agreements, or arrangements for the supply of the Goods or Services by the Company to the Client, whether in writing or oral, and shall prevail over any other documentation or communication from the Client.

3.2.

In the event of any inconsistency between these Terms and any specific terms of a separate formal written contract, then the specific terms of the formal contract will prevail.

3.3.

Acceptance occurs upon:

(a)

the Client's written or oral instructions to commence work;

(b)

the Client's acceptance of any quotation; or

(c)

the Company's commencement of Services at the Client's request.

3.4.

Any terms contained in the Client's purchase orders, specifications, or other documents that conflict with these Terms are hereby rejected.

3.5.

The Client acknowledges that marine engineering work often involves unknown conditions, hidden defects, corrosion, inaccessible components, and legacy workmanship. The Client accepts that additional work may be required and that such work will be chargeable as a variation under clause 4.2.

3.6.

Any instruction given by a Client Representative is binding on the Client.

4. Pricing & Payment

4.1.

Unless otherwise agreed in writing:

(a)

all pricing is quoted exclusive of GST;

(b)

all monies payable to the Company must be paid by the due date stipulated on the invoice;

(c)

all monies payable to the Company must be paid in full before the Goods or Vessel leaves the Workplace;

(d)

in the event that any monies payable by a Client to the Company are not paid in accordance with clause 4.1(b) of these Terms, the Company may charge the Client interest on the total amount outstanding;

(e)

interest will be charged at 2% per month calculated daily from the date that the payment was due until the date that payment is received;

(f)

the Client shall be liable to pay to the Company any and all expenses, including reasonable legal costs and debt recovery costs, incurred in relation to recovery of any amounts overdue under the respective contract, agreement or arrangement in place;

(g)

the quoted price shall be an estimated price. The final price can only be ascertained upon completion of the Services;

(h)

variances in the estimated price of more than twenty per cent, (20%) will be subject to Client approval before proceeding with the Services;

(i)

the Company reserves the right to change the Price:

(i)

if a variation to the Services which are to be supplied is requested;

(ii)

if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested;

(j)

if, during the course of the Services, the item ceases to be available from the Company's third party supplier, then the Company reserves the right to provide alternative items; or

(k)

where additional Services are required due to the discovery of hidden or unidentifiable difficulties beyond the control of the Company; or

(l)

in the event of increases to the Company in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges), which are beyond the Company's control.

(m)

the Client will be responsible for and indemnifies the Company for such costs and fees for all third party charges, including, but not limited to, haul out and return, water blasting, environmental levies, shed rental, hardstand costs and transfers.

(n)

the Company reserves the right to adjust pricing for material cost fluctuations exceeding 5% between quotation and supply.

4.2.

Variations must be authorised in writing by the Client. Oral instructions shall be confirmed in writing within forty eight (48) hours. The Company shall provide written notice of additional costs arising from variations. Failure to object within three (3) days constitutes acceptance. Where urgent safety or operational requirements necessitate immediate action, the Company may proceed without prior written authorisation and shall invoice accordingly. Payment for all variations must be made in full at the time of their completion.

4.3.

The Company and the Client agree that ownership of all Goods, items, components, materials, and Equipment (including any modifications, improvements, or additions thereto) shall not pass until:

(a)

the Client has paid the Company all amounts owing to the Company in full, and

(b)

the Client has met all of its other obligations to the Company. Until such payment and performance, the Company retains absolute title to and ownership of all Goods supplied, irrespective of their incorporation into or attachment to any vessel or other property.

4.4.

The Company reserves its right to register its secured interest over all Goods, vessels, Equipment, or other property for any amounts owing in respect of Services provided or Goods supplied on the PPSR. The Client consents to such registration and warrants that no prior security interest exists over such property that would rank in priority to the Company's interest.

4.5.

The Client shall not remove any vessel from its current location whilst any amounts remain owing to the Company without the Company's express written consent. Where a vessel departs without settling its account in full, the Company reserves all rights to pursue recovery of its property and outstanding amounts, including but not limited to arrest proceedings under the Admiralty Act 1988 (Cth).

4.6.

The Company may suspend Services and withhold delivery of Goods immediately upon non-payment. Where payment is not received by the close of business on the day it falls due, the Company may terminate the Contract and remove Company Equipment from the Vessel or Site.

4.7.

Payment Verification & Cyber Fraud Protection

It is agreed that:

(a)

Prior to making payment to the Company of any monies due and payable, the Client must contact a known representative at the Company to verify that the bank details provided are correct and have not been altered or intercepted as a result of a Cyber Security Incident.

(b)

The Client's failure to contact a known representative at the Company to verify bank details in accordance with clause 4.7(a) means that payment is deemed not to have been made by the Client.

(c)

If the Client's payment is intercepted as a result of a Cyber Security Incident, the Company may recover any amounts due and payable from the Client as a debt in a court of competent jurisdiction.

(d)

For the purposes of lien enforcement, payment is not deemed made unless verified under clause 4.7(a).

4.8.

Late Payment Penalties

(a)

Interest accrues at 2% per month, calculated daily on all overdue amounts.

(b)

A late payment administration fee of $100 + gst applies to each overdue invoice.

(c)

If payment is not received by close of business on the due date, the Company may:

suspend Services;
withhold Goods;
prevent the Vessel from leaving the Workplace;
exercise its lien rights under the Admiralty Act 1988 (Cth).

(d)

If payment remains outstanding beyond seven (7) days from the due date, the Company may:

terminate the Contract immediately;
remove Company Property from the Vessel or Site;
commence debt recovery proceedings;
enforce PPSA rights;
commence vessel arrest proceedings.

4.9.

Chargeable Time

All time spent by Personnel is chargeable, including delays caused by:

travel time;
Client inaccessibility;
unsafe Vessel Condition;
missing documentation;
third party delays;
waiting time at marinas, shipyards, or hardstand.

5. Personal Property Securities Act 2009 ("PPSA")

5.1.

In this clause, financing statement, financing change statement, security agreement, and security interest have the meaning given to them by the PPSA.

5.2.

Upon assenting to these terms and conditions in writing, the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Services, Goods/Equipment and/or collateral (account), being a monetary obligation of the Client to the Company, that have previously been supplied and that will be supplied in the future by the Company to the Client.

5.3.

The Client undertakes to:

(a)

promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up to date in all respects) which the Company may reasonably require to;

(i)

register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(ii)

(iii)

correct a defect in a statement.

(b)

indemnify, and upon demand reimburse, the Company for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Services, Goods/Equipment charged thereby;

(c)

not register a financing change statement in respect of a security interest without the prior written consent of the Company;

(d)

not register, or permit to be registered, a financing statement or a financing change statement in relation to the Services, Goods/Equipment and/or collateral (account) in favour of a third party without the prior written consent of the Company;

(e)

immediately advise the Company of any material change in its business practices of selling Goods that would result in a change in the nature of proceeds derived from such sales.

5.4.

The Parties agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

5.5.

The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

5.6.

The Client waives their rights as a granter and/or a debtor under sections 142 and 143 of the PPSA.

5.7.

Unless otherwise agreed to in writing by the Company, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.

5.8.

The Client must unconditionally ratify any actions the Company took under clauses 5.2 to 5.5.

5.9.

Subject to any express provisions to the contrary (including those contained in this clause 5) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

5.10.

Risk in Goods passes to the Client upon delivery to the Site or Vessel. Title in Goods remains with the Company until payment in full. The Client grants the Company an irrevocable licence to enter the Vessel or Site to recover unpaid Goods.

5.11.

The Client must not create or permit any security interest over Goods supplied by the Company whilst title remains with the Company, except with the Company's prior written consent.

5.12.

The Client irrevocably authorises the Company to enter any Vessel, Workplace, or Site to recover Goods or Equipment where title has not passed.

6. Company's Obligations

6.1.

The Company warrants that:

(a)

any Services supplied will be done so with reasonable skill and care, and to a reasonable standard in accordance with recognised standards and codes of practice; and

(b)

any time specified by the Company for the provision of the Services is an estimate only and the Company will not be liable for any loss or damage incurred by the Client as a result of any delay.

(c)

However, both Parties agree that they shall make every endeavour to enable the Services to be provided in a timely manner.

6.2.

Time for performance is not of the essence unless expressly stated otherwise.

6.3.

The Company shall not be liable for delays caused by the Client's failure to fulfil obligations, variations, force majeure events, or other circumstances beyond the Company's reasonable control.

6.4.

Services are deemed complete upon the Company's written notification to the Client or the Client's use of the Services, whichever occurs first.

6.5.

The Company is not responsible for delays caused by marina/shipyard scheduling, crane availability, haul out timing, or third party contractors and/or suppliers.

6.6.

The Company may refuse to perform Services where unsafe conditions exist, including electrical hazards, fuel leaks, confined spaces, or inadequate ventilation.

7. Client's Obligations

7.1.

The Client warrants to the Company that the Client is the owner, or authorised agent of the owner, of any vessel, Goods, or property the subject of any works or agreement with the Company.

7.2.

The Client shall keep the Company notified of:

(a)

its correct entity name; contact name; postal address, telephone numbers or email information; and

(b)

any and all information reasonably required to undertake the Services engaged.

7.3.

The Client shall:

(a)

Provide safe, timely, and unrestricted access to the Vessel and Site;

(b)

Ensure the Vessel is comprehensively insured for its full replacement value;

(c)

Maintain current marine insurance including third party liability coverage;

(d)

Provide accurate specifications, drawings, and technical information;

(e)

Obtain all necessary permits, approvals, and regulatory clearances;

(f)

Ensure compliance with workplace health and safety obligations;

(g)

Notify the Company immediately of any change in vessel ownership, management, or insurance status.

7.4.

The Client shall effect and maintain insurance sufficient to cover, at no cost to the Company the following insurances and shall make such insurances available for viewing by the Company, at the request of the Company:

(a)

Protection and Indemnity Insurance, including public liability insurance;

(b)

Hull and Machinery Insurance, incorporating ports risks cover to the value of the Vessel; and

(c)

workers' compensation cover for all of the Client's personnel who access the location where the Company will carry out the Services; and

(d)

insurance must be sufficient to provide full coverage for such loss and damage for which the Client may be held liable to the Company.

7.5.

If required, the Client shall provide a Vessel induction to the Company's employees and any subcontractors before the commencement of the Services.

7.6.

The Client warrants that the Vessel is safe, seaworthy and in all respects in compliance with any relevant laws relating to the Vessel and marine safety.

7.7.

It is the Client's responsibility to

(a)

advise the precise location of all known noxious gases, biohazards, and other hazardous or toxic waste that is present before the commencement of the Services on the site and clearly mark the same. The Company shall reserve the right to charge for any associated costs incurred in working with or disposal of such harmful gases, biohazard, and other hazardous or toxic waste, with all charges being a variation as per clause 4.2.

7.8.

The Client shall cooperate fully in reviews, inspections, investigations, or audits carried out by or on behalf of the Company, to the extent required by applicable legislative requirements.

7.9.

The Client warrants it has authority to engage the Company and bind the vessel owner to these Terms.

7.10.

The Client acknowledges that the Company's personnel hold professional marine qualifications including but not limited to Master 5, MED 2, Coxswain certifications, marine engineering degrees, and mechanical engineering certifications, and agrees to respect and not interfere with the professional judgment and expertise of the Company's qualified personnel in the performance of the Services.

8. Defects, Warranties & Returns: Competition & Consumer Act 2010 (CCA)

8.1.

The Client must inspect the Services/Goods/Equipment on delivery and must, within three (3) days of delivery, notify the Company in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods/Equipment as soon as reasonably possible after any such defect becomes evident. Upon such notification, the Client must allow the Company to inspect the Goods/Equipment and permit the Company first right to rectify the agreed defective issue.

8.2.

The Company warrants Services against defects in workmanship for ninety (90) days from completion. Goods are warranted only to the extent of manufacturers' warranties, which are assigned to the Client. Warranty obligations are limited to rectification or replacement at the Company's discretion.

8.3.

Warranty Excludes:

(a)

Normal wear and tear;

(b)

Damage from misuse, accident, or negligence;

(c)

Modifications by third parties;

(d)

Failure to follow maintenance recommendations;

(e)

Operation outside design parameters.

8.4.

Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).

8.5.

The Company acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.

8.6.

Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Company makes no warranties or other representations under these terms and conditions, including but not limited to the quality or suitability of the Services/Goods/Equipment. The Company's liability in respect of these warranties is limited to the fullest extent permitted by law.

8.7.

If the Client is a consumer within the meaning of the CCA, the Company's liability is limited to the extent permitted by section 64A of Schedule 2.

8.8.

If the Company is required to replace the Goods under this clause or the CCA, but cannot do so, the Company may refund any money the Client has paid for the Services/Goods.

8.9.

If the Client is not a consumer within the meaning of the CCA, the Company's liability for any defect or damage in the Goods is:

(a)

limited to the value of any express warranty or warranty card provided to the Client by the Company at the Company's sole discretion;

(b)

limited to any warranty to which the Company is entitled if the Company did not manufacture the Goods;

(c)

otherwise negated absolutely.

8.10.

Subject to this clause, returns will only be accepted provided that:

(a)

The Client has complied with the provisions of clause 8.1; and

(b)

the Company has agreed that the Goods are defective; and

(c)

the Goods are returned within a reasonable time at the Client's cost (if that cost is not significant); and

(d)

the Goods are returned in as close a condition to that in which they were delivered as is possible.

8.11.

Notwithstanding clauses 8.1 to 8.10 but subject to the CCA, the Company shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(a)

the Client failing to maintain or store any Services/Goods/Equipment properly;

(b)

the Client using the Goods/Equipment for any purpose other than that for which they were designed;

(c)

the Client continuing the use of the Goods/Equipment after any defect became apparent or should have become apparent to a reasonably prudent operator or user;

(d)

the Client failing to follow any instructions or guidelines provided by the Company;

(e)

fair wear and tear, any accident, or act of God.

8.12.

In the case of second hand Goods, unless the Client is a consumer under the CCA, the Client acknowledges that it has had full opportunity to inspect the second-hand Goods prior to delivery and accepts them with all faults and that to the extent permitted by law no warranty is given by the Company as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The Client acknowledges and agrees that the Company has agreed to provide the Client with the second hand Goods and calculated the Price of the second hand Goods in reliance of this clause.

8.13.

The Company may, in its absolute discretion, accept non-defective Goods for return. Where such Goods are accepted, the Client shall be liable for all associated handling fees as stipulated by the supplier, or a fee of up to twenty-five per cent (25%) of the value of the returned Goods, plus any applicable freight, shipping, customs, or restocking costs, whichever amount is higher.

8.14.

Notwithstanding anything contained in this clause, if the Company is required by a law to accept a return, then the Company will only accept a return on the conditions imposed by that law.

9. Sub-Contracting

9.1.

If the Company subcontracts any of the Services to third parties, the Company disclaims all liability for the works or services so provided and is under no circumstances liable to the Client for any acts or omissions of its subcontractors or third parties.

9.2.

The Client acknowledges that the Company has made no representation as to the services provided by the subcontractor or third Party.

9.3.

Subcontractors may have separate terms and warranties. The Company is not responsible for enforcing subcontractor warranties.

10. Health & Safety

10.1.

The Client shall ensure that its personnel and any subcontractors comply with the relevant Rules and Regulations at the location where the Services are being undertaken, including those relating to:

(a)

the Company's Health Safety and Environment (HSE) Policies and Procedures;

(b)

any lawful directions issued by the Company or a third party relating to health and safety; and

(c)

any legislative requirements relating to health and safety.

10.2.

The Company may stop work immediately if unsafe conditions exist. All downtime is chargeable to the Client.

11. Cancellations

11.1.

Goods

Where the Client cancels an order for Goods, clause 8.13 applies, and any fees, supplier charges, restocking costs, or handling fees payable under that clause become immediately due and payable.

11.2.

Services

Where the Client cancels any Services, the Client remains liable for all Services performed to date, including labour, diagnostics, mobilisation, travel time, procurement time, and any consumables or materials used. These amounts are payable in full in accordance with the due date stipulated on the relevant invoice.

11.3.

The Company may charge for mobilisation, travel, procurement, and scheduling costs already incurred at the time of cancellation.

12. Insolvency

12.1.

If the Client becomes Insolvent, the Company may terminate these Terms and any agreements or contracts that incorporate these Terms.

12.2.

Upon insolvency, all amounts become immediately due and payable.

13. Limitation of Liability

13.1.

The liability of the Company shall be limited under these Terms in respect of the Services provided to the Client.

13.2.

The Company's total liability under the Contract is limited to the value of Services performed and Goods supplied.

13.3.

Notwithstanding anything hereinbefore contained, the Company shall under no circumstances whatsoever be responsible for or be liable for any loss or damage caused by or contributed to or arising out of any delay or detention of the Client's Vessel or of the cargo or passengers on board or being loaded on board or intended to be loaded on board the Client's Vessel or of any other object or property or of any person, or any consequence thereof, whether or not the same shall be caused or arise whilst the Services are being performed or whilst at the request, either express or implied, of the Client rendering any service of whatsoever nature at any other time whether before during or after the making of these Terms.

13.4.

The Company excludes all liability for:

(a)

Consequential, indirect, or economic loss;

(b)

Loss of profit, revenue, or charter hire;

(c)

downtime or operational delays;

(d)

third party claims;

(e)

Damage to cargo or Equipment not directly worked upon.

13.5.

Nothing in these Terms excludes, restricts or modifies, or has the effect of excluding, limiting or modifying, any non-excludable warranty, condition or guarantee conferred on the Client by the Australian Consumer Law in Schedule 2 of the ACL or any other applicable law that cannot be excluded, restricted or modified by agreement.

13.6.

To the fullest extent permitted by law, the liability of the Company for a breach of any non-excludable warranty, condition, or guarantee is limited, at the Company's absolute discretion, to either:

(a)

the supplying of the Service again; or

(b)

the payment of the cost of having the Service delivered again.

13.7.

Unless otherwise agreed in writing, the Company shall not have any supervisory or security obligations toward the Client's Vessel while it is located where the Services are being performed.

13.8.

These limitations apply regardless of the cause of action, including breach of contract, tort, or statute.

13.9.

The Company is not liable for:

corrosion, hidden defects, or legacy workmanship;
failure of parts due to age, wear, or environmental exposure;
delays caused by marinas, shipyards, or third parties;
damage arising from Client supplied parts or instructions.

13.10.

The Company is not liable for any loss arising from Vessel downtime, charter cancellation, or commercial disruption.

14. Indemnity

14.1.

The Client indemnifies the Company against all claims, losses, and expenses arising from:

(a)

The Client's breach of these Terms;

(b)

Vessel operations following completion of Services;

(c)

Third party claims relating to the Client's use of Services or Goods;

(d)

Any act or omission of the Client, its employees, or agents;

(e)

Any claim arising from instructions provided by the Client's representatives or agents whose authority is later disputed.

14.2.

This indemnity survives termination and does not apply to the Company's gross negligence or wilful misconduct.

14.3.

The Client indemnifies the Company for all losses arising from:

unsafe Vessel Condition;
inaccurate information;
interference with the Company's work
instructions given by Client Representatives;
failure to maintain insurance;
environmental contamination or spills caused by the Vessel.

15. Title ("Romalpa") Risk & Access rights

15.1.

Title to all Goods, parts, components, and materials supplied or installed by the Company remains with the Company until full payment of all monies owing by the Client has been received in cleared funds.

15.2.

Risk in the Goods passes on delivery or installation, whichever occurs first.

15.3.

Until title passes, the Client holds the Goods as bailee and must not sell, lease, assign, encumber, or otherwise deal with the Goods without the Company's prior written consent.

15.4.

If payment remains outstanding or if the Client fails to provide the Company with access to remove, inspect, or remedy the installed Goods, the Company may take all necessary steps to recover possession.

15.5.

The Company may register a Purchase Money Security Interest (PMSI) under the Personal Property Securities Act 2009 (PPSA) in respect of all Goods supplied by Marine Solutions Australia Sales Pty Ltd and in respect of all Services, Equipment, materials, or other personal property supplied or provided by Marine Solutions Australia Pty Ltd. The Client waives any rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 142 and 143 of the PPSA.

15.6.

The Client irrevocably authorises the Company to access the Vessel or any third party controlled location, marina, or facility where the Goods are reasonably believed to be situated, without notice or liability, for the purposes of inspection, recovery, or enforcement using the authorisation granted herein.

15.7.

If the Vessel is removed or departs before payment is made in full, the Company may report the matter to law enforcement as an unauthorised removal of unpaid goods or theft.

16. Maritime Liens & Security

16.1.

The Company claims and preserves all rights to maritime liens under the Admiralty Act 1988 (Cth) and general law.

16.2.

The Company holds a possessory lien over all property in its custody for amounts owing.

16.3.

Upon fourteen (14) days' written notice, the Company may exercise its rights of sale over any Goods in its possession to recover unpaid amounts. The Company may also exercise any power of sale under the PPSA or other applicable legislation.

16.4.

The Client shall not remove the Vessel from its current location whilst amounts remain owing without the Company's written consent.

17. Insurance

17.1.

The Company maintains public liability insurance of not less than $20 million and professional indemnity insurance as appropriate to its operations.

17.2.

The Client shall maintain comprehensive marine insurance covering the full replacement value of the Vessel and shall ensure the Company is noted as an additional insured for work performed.

17.3.

Each Party waives the right to subrogation against the other to the extent of the insurance coverage maintained.

18. Dispute Resolution

18.1.

If any dispute arises in connection with these Terms, the responsible representatives of the Parties shall attempt, in fair dealing and in good faith, to settle such dispute. A Party can request from the other Party that a senior representative become involved in the negotiations.

18.2.

Unresolved disputes shall be referred to mediation under the Australian Commercial Disputes Centre Rules.

18.3.

If mediation fails, disputes shall be referred to Arbitration in Brisbane, Queensland in accordance with the Australian Maritime and Transport Arbitration Commission (AMTAC) Rules.

18.4.

The terms of the AMTAC Rules are hereby deemed incorporated into this agreement.

18.5.

If any dispute is referred to Arbitration in accordance with clause 18.3, the Client shall be liable for the Company's legal costs associated with the Arbitration. The costs of the Arbitrator and venue may be allocated between the Parties as determined by the Arbitrator.

18.6.

Notwithstanding the above, where the Company exercises their rights to a Lien, the Parties agree to dispense with Arbitration to achieve an outcome. They are free to pursue their claim by other means and in another appropriate legal forum, including Federal and State courts.

18.7.

Nothing prevents either Party from seeking urgent interlocutory relief from a court of competent jurisdiction.

19. Termination

19.1.

The Company may terminate immediately if:

the Client fails to pay any amount when due;
unsafe conditions exist;
the Client becomes Insolvent;
the Client obstructs or interferes with the Company's work;
the Client engages in any rude, aggressive, hostile, threatening, or abusive behaviour (verbal or physical) towards any Personnel, subcontractor, or Company representative;
the Client breaches any material term.

19.2.

Upon termination, all amounts become immediately due and payable.

20. Force Majeure

20.1.

The Company shall not be liable for any failure or delay in performance of the Services if such failure or delay is due, in whole or part, to any cause beyond its control, including due to a Force Majeure event.

20.2.

If a Force Majeure event occurs, the affected Party must immediately give the other Party a written notice containing the:

(a)

full particulars of the Force Majeure event, including its nature and likely duration;

(b)

obligations of the Party, the performance of which are prevented or delayed; and

(c)

nature and extent of the effects of the Force Majeure event on those obligations.

20.3.

The obligations of the Party affected by the Force Majeure event are suspended to the extent that they are affected by the Force Majeure event from the date the affected Party gives written notice until cessation of the Force Majeure event.

20.4.

If a Force Majeure event continues for longer than thirty (30) calendar days, the Parties may terminate these Terms by notice in writing.

20.5.

Neither Party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Party shall be entitled to a reasonable extension of its obligations.

20.6.

The affected Party shall notify the other promptly and use reasonable efforts to mitigate the impact.

21. Company's Property

21.1.

The Company's Intellectual Property (including website and social media channels, including but not limited to Facebook, LinkedIn, Instagram, TikTok and YouTube) may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means without the prior express written permission of the Company.

21.2.

The Company warrants that in providing the Services that it owns or has a licence to use the intellectual property in the provision of the Services.

21.3.

The Client shall not download, copy or take from the Company any of its intellectual property without prior written approval. Upon termination or ending of these Terms, all intellectual property taken from or provided, the Client shall, as soon as practicable after the end of the Term, return any such intellectual property to the Company.

21.4.

Any tool, Equipment, component, material, Vessel, or property in general of the Company used in connection with the Services remains the property of the Company unless such item is paid for and the Company consents explicitly to its sale and the passing of title in writing.

21.5.

The Client agrees to reimburse the Company for any reasonable costs incurred in recovering the Company's property.

21.6.

The obligations under this clause survive termination or expiry of these Terms.

21.7.

All intellectual property developed by the Company remains the Company's property unless expressly transferred in writing.

21.8.

The Client grants the Company a perpetual licence to use any improvements or modifications developed during the Services.

21.9.

The Client must not post negative, derogatory, or defamatory content related to the Company's IP, branding, Services or Goods on any public platform, including social media.

22. Severance

If any term or provision of these Terms is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed, and the remainder of the provisions hereof shall continue in full force and effect as if these Terms had been agreed, with the invalid, illegal or unenforceable provision eliminated.

23. Information Privacy

23.1.

For the purposes of this clause "Personal Information" has the same meaning given in the Privacy Act 1988 (Cth).

23.2.

If the Company collects or has access to Personal Information in order to provide the Services, it shall:

(a)

comply with the Privacy Act 1988 (Cth);

(b)

comply with the terms of its Privacy Policy;

(c)

not use the Personal Information other than for the provision of the Services, unless required or authorised to do so by law;

(d)

not disclose any Personal Information without the written consent of the Client unless required or authorised to do so by law;

(e)

not transfer Personal Information outside of Australia without the written consent of the Client

(f)

ensure that access to Personal Information is restricted to those of the Company's personnel who require access in order to perform their duties;

(g)

ensure that the Company's personnel do not access, use or disclose Personal Information other than in the performance of their duties;

(h)

ensure that its subcontractors who have access to the Personal Information comply with obligations the same as those imposed on the Company under this clause; and

(i)

immediately notify the Client on becoming aware of any breach of this clause.

23.3.

The Client consents to the Company using Personal Information for internal quality assurance, improvement, or compliance audits.

24. Confidentiality

24.1.

Each Party shall maintain the confidentiality of the other's proprietary information and shall not disclose such information without prior written consent.

24.2.

This obligation survives termination for a period of five (5) years.

24.3.

Unless otherwise agreed between the Parties, the Company is not obliged to keep any information about the Services or these Terms confidential beyond complying with the Company's Information Privacy obligations in clause 23.

25. Notice

25.1.

A notice must be in writing and handed personally or sent by email, or prepaid mail to the last known address of the receiving Party.

25.2.

Notices sent by pre-paid post are deemed to be received within four (4) business days from the date of the notice.

25.3.

Notices sent by email are deemed received on confirmation of successful transmission.

25.4.

Email is deemed the primary delivery mode unless otherwise explicitly agreed.

26. Assignment

26.1.

The Company may license, subcontract or assign all or any part of its rights and obligations without the Client's consent, and in so doing, the Company is fully discharged from its obligations to the Client.

26.2.

These Terms are personal to the Client, and the Client may not assign its interest in or obligations under the Terms without the Company's written consent, which consent shall not be unreasonably withheld.

26.3.

These Terms bind the Parties, their successors, assigns, and related entities.

27. Warranty

The Client warrants that it has the power to enter into these Terms and has obtained all necessary authorisations to allow it to do so; it is not Insolvent, and these Terms create binding and valid legal obligations on it.

28. Acceptance

28.1.

The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these Terms if the Client places an order for or accepts delivery of the Goods or Services.

28.2.

The failure by either Party to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect that Party's right to enforce that provision subsequently. If any provision of these Terms shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

28.3.

Acceptance also includes electronic acceptance via email confirmation, online submission, or implied acceptance by commencement or continued use of Goods and Services.

29. Variation

29.1.

The Company may vary or amend these Terms by written notice to the Client at any time. Any variations or amendments will apply to all orders for Services or Goods placed after the date of that notice

29.2.

The varied or amended Terms will be deemed to form part of any underlying agreement to which these Terms are incorporated.

29.3.

Any variations or amendments must clearly specify the relevant clauses amended.

30. Entire Agreement

30.1.

These Terms contain the entire understanding between the Parties and supersede all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements in respect of its subject matter.

30.2.

These Terms contain the entire agreement between the Parties and shall in no circumstances be replaced by the Client's terms and conditions.

31. Governing Law

These Terms are governed by and must be construed in accordance with the laws of Queensland. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland and all courts which have jurisdiction to hear appeals from those courts and waives any right to object to proceedings being brought in those courts for any reason.

Marine Solutions Australia Pty Ltd

ABN: 18 657 971 438
Shop 34, 76-84 Waterway Drive
Coomera QLD 4209
Email: admin@marinesolutions.au
Phone: +61 (0)7 5612 7161 | +61 (0)417 265 858

Marine Solutions Australia Sales Pty Ltd

ABN: 89 681 543 966
Shop 34, 76-84 Waterway Drive
Coomera QLD 4209
Email: sales@marinesolutions.au
Phone: +61 (0)7 5612 7161 | +61 (0)417 265 858

These Terms & Conditions are effective from 18th August 2026 and supersede all previous versions.