TERMS & CONDITIONS OF SUPPLY & SERVICE
(Applicable to IMI Corporation Pte Ltd and I.T.I. Corporation Pte Ltd)
02 JANUARY 2025
1.0 APPLICABILITY, FORMATION & ORDER OF PRECEDENCE
1.1 These Terms govern all IMI/I.T.I. quotations, order confirmations, sales of spare parts, and performance of services (inspection, opening-up, overhaul, installation, commissioning, troubleshooting) for engines, hydraulic systems, compressors, sewage treatment plants, heat exchangers, coolers, and other marine, offshore, oil & gas, and industrial equipment onboard vessels, offshore sites, shipyards, industrial facilities, or at IMI/I.T.I. workshops.
1.2 A binding contract arises when IMI/I.T.I. issues a written Order Confirmation, acknowledges the PO in writing, or starts performance.
1.3 Conflicting CLIENT terms apply only if expressly accepted in writing. Precedence: (i) IMI/I.T.I. Order Confirmation & Special Conditions, (ii) these Terms, (iii) CLIENT PO (only to the extent accepted).
1.4 IMI/I.T.I. Terms are exclusive. CLIENT’s purchase terms are rejected unless expressly accepted by IMI/I.T.I.
2.0 SCOPE, DOCUMENTS & VARIATIONS
2.1 Scope is as per IMI/I.T.I.’s quotation and Order Confirmation, including referenced data sheets, drawings, and procedures.
2.2 Any change to scope, additional services, or extra works (including findings after opening-up/inspection, extra testing, or modifications) must be confirmed in writing as a Variation Order (VO).
2.3 Variation Orders will be charged at agreed rates or, if not pre-agreed, at IMI/I.T.I.’s prevailing standard rates.
2.4 VOs may affect delivery schedules, warranty, or pricing, which shall be adjusted accordingly.
2.5 Delays caused by lack of access, permits, or crew support may be treated as Variation Orders or billed as standby at prevailing rates.
3.0 PRICES, TAXES, CURRENCY & ADJUSTMENTS
3.1 Prices are in SGD unless otherwise stated and exclude GST/VAT, duties, bank charges, freight, insurance, scaffolding, rigging, staging, gases, consumables, special tools, and hot-work support unless expressly included.
3.2 For imported/OEM items, prices may adjust for currency, manufacturer, and freight movements until Order Confirmation.
3.3 All taxes are for CLIENT’s account. If any withholding applies, CLIENT shall gross-up so IMI/I.T.I. receives the quoted net.
3.4 Unless otherwise stated, prices are quoted EXW Singapore facility (Incoterms® 2020). Overtime and weekend rates apply.
3.5 CLIENT shall make full payment by the due date stated. Complaints or claims do not entitle CLIENT to withhold payment. No offset or retention is permitted unless agreed in writing.
3.6 Late payments accrue interest at 1.5% per month or statutory maximum.
4.0 PAYMENT, CREDIT & TITLE
4.1 Parts: 100% prior to shipment unless credit is granted. Services/Overhauls: 50% advance; balance on completion.
4.2 Late payment interest: 1.5% per month (or statutory maximum). IMI/I.T.I. may suspend performance for non-payment.
4.3 Retention of Title: Title to goods remains with IMI/I.T.I. until full payment. Risk passes per Clause 6.
4.4 CLIENT shall not set off or withhold payments except where mandated by law or agreed in writing.
4.5 Where local law restricts retention of title, CLIENT shall provide equivalent security acceptable to IMI/I.T.I.
5.0 LEAD TIME, DELIVERY & CANCELLATIONS
5.1 Delivery dates are indicative and subject to OEM schedules, logistics, and customs. IMI/I.T.I. shall not be liable for delays outside its reasonable control.
5.2 OEM/custom/special-order spares are non-cancellable and non-returnable once ordered. CLIENT remains liable for related costs even if PO is cancelled.
5.3 If CLIENT cancels or postpones confirmed service attendance less than 48 hours before mobilisation, CLIENT shall reimburse IMI/I.T.I. for actual costs incurred (tickets, hotels, visas, passes, freight, admin surcharge) plus standby already incurred.
5.4 Personnel placed on “reserved/standby” for more than 4 calendar days may incur standby charges or reassignment at IMI/I.T.I.’s discretion.
5.5 Partial deliveries and invoicing are permitted. Delivery delays shall not entitle CLIENT to cancel unless delay exceeds 180 days and is solely due to IMI/I.T.I.
6.0 RISK, INSPECTION, ACCEPTANCE & REMEDIES
6.1 Risk in goods passes on handover to CLIENT/forwarder/yard.
6.2 CLIENT shall inspect deliveries immediately and notify IMI/I.T.I. of any shortage/defect within 48 hours. If not notified, goods/services are deemed accepted.
6.3 Hidden defects must be notified immediately upon discovery within the warranty period.
6.4 Remedies are limited to repair, replacement, or (if unsuccessful) reasonable price reduction.
7.0 SERVICES – TIME CHARGING, OVERTIME & SITE CONDITIONS
7.1 Chargeable time includes travel, mobilisation/demobilisation, induction, permits, waiting/standby, and meal breaks. Minimum: 8 hours/person/day. Time runs from departure from and to return to IMI/I.T.I. facility.
7.2 Overtime ladder: OT1 @1.5× (1700–0000), OT2 @2× (0000–0800), Sundays/PH @2×.
7.3 CLIENT support: safe access; permits (incl. gas-free/hot-work); POB; power/lighting; staging/ventilation; lifting appliances, riggers/signalmen, fire watch; and, where agreed, a qualified welder/fitter.
7.4 At anchorage/port/shipyard/overseas: launch/workboat, port entry/passes, surcharges, and travel/visa/accommodation are CLIENT’s account. Waiting/standby due to lack of access/support is chargeable; IMI/I.T.I. may demobilise and re-charge remobilisation.
8.0 OPENING-UP FINDINGS (AGED/CORRODED EQUIPMENT)
8.1 For plate heat exchangers or any other form of heat exchangers older than twenty (20) years, or units showing corrosion, erosion, or fatigue, work is performed by IMI/I.T.I. strictly on a best-efforts basis. Hidden defects (e.g. plate thinning, pinholes, cracked ligaments, warped frames, corroded guide bars, or tube-sheet wastage) may only be discovered by IMI/I.T.I. after dismantling, cleaning, or opening-up.
8.2 If plates, frames, tube sheets, or other pressure-retaining parts are found unfit for safe service (e.g. unable to pass tightness/pressure tests, or showing excessive metal loss), IMI/I.T.I. may suspend reassembly and propose alternatives (e.g. replacement plates, new frame/tube sheet/bundle, or complete new unit). All works and costs incurred up to suspension remain payable.
8.3 Any repair or partial rectification conducted on aged exchangers does not constitute a guarantee of extended service life. Continued operation remains entirely at CLIENT’s risk, and IMI/I.T.I. shall not be liable for subsequent leaks, failures, or deterioration arising from pre-existing ageing or corrosion. Workmanship warranty, if applicable, shall apply strictly in accordance with Clause 11.2
9.0 PRESSURE TESTING & COMMISSIONING
9.1 Pressure Testing
All equipment (including, but not limited to, plate heat exchangers, coolers, hydraulic components, and other pressure-retaining units) shall be tested in accordance with applicable procedures, standards, and OEM guidelines. Safety and/or relief valves shall be removed or blanked off during hydrostatic testing, where applicable. All pressure tests shall be witnessed by the CLIENT, the CLIENT’s appointed representative, or the relevant CLASS surveyor where required. Passing of hydrostatic, pressure, or functional tests shall not be construed as a guarantee of the future service life of aged shells, tube sheets, frames, cooler bundles, hydraulic casings, gaskets, seals, or other pressure-retaining parts. Acceptance of such tests shall be governed in accordance with Clause 11.2. Witnessing shall not create or extend any obligations or liabilities of IMI/I.T.I. beyond Clause 11.2.
9.2 Commissioning
Commissioning may include vacuum, leak, pressure, flushing, and/or performance checks, specific to the agreed scope of work. All such tests and commissioning activities shall be witnessed by the CLIENT, the CLIENT’s appointed representative, or the relevant CLASS surveyor where required. Unless otherwise expressly stated in writing, all test media, hydraulic fluids, utilities, and operating crew shall be provided by the CLIENT. Acceptance shall be governed in accordance with Clause 11.2. Witnessing shall not create or extend any obligations or liabilities of IMI/I.T.I. beyond Clause 11.2.
10.0 CANCELLATIONS, POSTPONEMENTS & RESERVED STATUS
10.1 Mobilisation cancelled/postponed <48 hours before departure: CLIENT pays actual costs (tickets, visas, hotels, passes, freight) + admin surcharge, plus any standby already incurred.
10.2 Custom/OEM/specially-fabricated parts are non-cancellable/non-returnable once ordered.
10.3 “Reserved/Standby” personnel beyond 4 calendar days may attract standby charges or reassignment at IMI/I.T.I.’s discretion.
11.0 WARRANTY – SPARES & WORKMANSHIP
11.1 OEM Spares carry the OEM’s warranty unless otherwise stated. Non-OEM/refurbished carry only the expressly stated warranty.
11.2 Workmanship Warranty
Warranty applies only to defects arising directly from IMI/I.T.I.’s labour and workmanship.
(a) For service jobs carried out onboard vessels, at CLIENT’s site, or at IMI/I.T.I. facilities, once the CLIENT (or vessel Owner/Master/yard representative), or the relevant CLASS surveyor where applicable, has acknowledged completion — by vessel stamp, signature, email confirmation, witnessed acceptance of pressure/commissioning tests, or return of equipment deemed satisfactory — the work shall be deemed accepted as completed.
(b) Thereafter, IMI/I.T.I.’s warranty is limited strictly to latent defects in workmanship discovered within the warranty period:
- 90 days for service works (repairs, overhauls, inspections);
- 6 months or 1,000 running hours (whichever earlier) for overhauls with new parts;
- Spares: as per OEM or expressly stated in writing.
(c) No claims may arise from dissatisfaction after acceptance, pre-existing deterioration, failures caused by misuse/third-party interference, or operation outside OEM standards.
(d) Witnessing of pressure testing, commissioning, or trials shall not extend obligations beyond this Clause.
11.3 Exclusions: consumables, non-approved spares, improper installation, corrosion, erosion, or fatigue damage.
11.4 For equipment older than 20 years, no warranty of continued service life is given.
11.5 These warranties are exclusive; all other warranties, implied or statutory, are excluded. No warranty of fitness for purpose unless expressly agreed.
12.0 EQUIVALENT / ALTERNATIVE SPARES
12.1 Where OEM parts are obsolete, on extended lead time, or unsuitable, IMI/I.T.I. may offer equivalent or alternative spares that meet agreed specifications. CLIENT’s written approval is required for safety-critical components. Warranty and remedies for equivalents follow Clauses 11 and 13.
13.0 REMEDIES & RETURNS
13.1 For validated warranty defects, IMI/I.T.I. shall repair or replace within a reasonable time. If remedy fails after reasonable attempts, CLIENT may obtain a reasonable price reduction; cancellation only if the defect materially deprives use of the affected deliverable.
13.2 Unless originally included in scope, consequential/site costs are for CLIENT’s account.
13.3 Returns require prior written approval, in original packaging, and may incur restocking. Custom/OEM/fabricated items are non-returnable.
14.0 DELAY
14.1 If delay is solely attributable to IMI/I.T.I., any agreed liquidated damages shall be CLIENT’s exclusive remedy. If no LDs are agreed, any voluntary compensation shall not exceed a reasonable low single-digit percentage of the delayed portion’s value. No LDs apply where delay is due (in whole/part) to CLIENT, OEM/logistics, or Force Majeure.
15.0 LIABILITY & INDEMNITY
15.1 IMI/I.T.I.’s aggregate liability is capped at contract value of affected supply/service, or SGD 500,000, whichever lower.
15.2 No liability for indirect or consequential losses, including off-hire, demurrage, cargo claims, penalties, or lost profits.
15.3 CLIENT indemnifies IMI/I.T.I. for claims arising from unsafe conditions, hazardous materials, or CLIENT’s acts/omissions.
16.0 HSSE, COMPLIANCE & SUSTAINABILITY
16.1 IMI/I.T.I. personnel will follow site HSSE rules; CLIENT must provide safe workplace and MSDS for handled media and arrange lawful waste disposal.
16.2 Parties shall comply with applicable laws, sanctions/export controls, and anti-bribery/anti-corruption obligations.
16.3 Both parties shall comply with export control and trade laws. If export clearance is denied, IMI/I.T.I. may terminate without liability, and CLIENT bears costs incurred.
17.0 IP & CONFIDENTIALITY
17.1 Drawings, procedures, software, test forms and reports remain IMI/I.T.I. IP unless agreed otherwise.
17.2 Parties shall keep technical/commercial information confidential, except as required by law or regulators.
17.3 Documentation, drawings, models, manuals, and software remain IMI/I.T.I.’s exclusive IP and may not be copied or transferred without prior consent.
17.4 Software is licensed solely for use with the supplied equipment. Source code and proprietary know-how are excluded.
17.5 CLIENT’s right to use documentation is limited to installation, operation, and maintenance of supplied equipment.
18.0 FORCE MAJEURE
18.1 Neither party is liable for failure/delay due to events beyond reasonable control (e.g., port closures/POB restrictions, extreme weather, pandemic, strikes, war/embargo, OEM shortages, governmental actions). The affected party shall notify promptly and use reasonable efforts to resume; performance time is extended accordingly.
18.2 Performance timelines shall be extended by the duration of the Force Majeure plus reasonable mobilisation/remobilisation time. Prolonged Force Majeure may permit termination; costs to date remain payable.
19.0 SUSPENSION, TERMINATION & INSOLVENCY
19.1 IMI/I.T.I. may suspend for non-payment/material breach, or terminate if any undisputed invoice remains unpaid 14 days after due date.
19.2 Either party may terminate for cause if the other fails to cure a material breach within 14 days of written notice, or on insolvency events.
19.3 On termination (other than IMI/I.T.I. default), CLIENT shall pay for delivered goods, services performed, committed materials, demobilisation, and reasonable overheads.
19.4 IMI/I.T.I. may suspend or terminate if CLIENT becomes subject to sanctions or prohibitions under applicable trade laws.
19.5 On insolvency or termination for cause, CLIENT’s right to use IMI/I.T.I. IP/software ceases, except as needed for safe operation.
20.0 DATA PROTECTION
20.1 Parties shall process personal data only for contract performance in accordance with Singapore PDPA and applicable laws.
21.0 DISPUTE RESOLUTION & GOVERNING LAW
21.1 These Terms (and non-contractual obligations) are governed by Singapore law.
21.2 Disputes shall first be escalated to senior management for amicable resolution within 30 days; failing settlement, either party may proceed in the Singapore courts. By mutual written agreement, disputes may be referred to SIAC arbitration (Seat: Singapore; language: English).
22.0 ONLINE TERMS; UPDATES; SEVERABILITY
22.1 The version of these Terms published on IMI/I.T.I.’s website at the time of Order Confirmation applies to that order. IMI/I.T.I. may update Terms from time to time; updates do not affect confirmed orders unless mutually agreed.
22.2 If any provision is held invalid, the remainder remains in force. No failure or delay to enforce is a waiver. These Terms constitute the entire agreement on their subject matter, supplemented by any Special Conditions in the Order Confirmation.
23.0 DOCUMENTATION, TIMESHEETS & INVOICING
23.1 Timesheets form the basis of invoicing and shall be signed and endorsed by the Owner or Master of the vessel (or yard’s authorised representative). Signed timesheets and service reports shall be binding on CLIENT as evidence of work performed and hours incurred.
23.2 Service reports, test certificates and photo logs will be provided where applicable, including for engines, hydraulic systems, compressors, sewage treatment plants, heat exchangers, and other marine, offshore, oil & gas, and industrial equipment.