1 Definitions and interpretation

1.1 Definitions

In this Agreement, the following words have

the following meanings:

Agreement means this document.

Claims means all demands, claims,

proceedings, penalties, fines, and liability

(whether criminal or civil, in contract, tort or

otherwise).

Commencement Date means the date of this

Agreement.

Coastline Marine means the company

Coastline Victoria Pty Ltd ACN 166 998 447 and

any of its employees, agents, subcontractors or

related entities.

Customer means the person, firm, body

corporate, association or company who, or on

whose behalf, requests Coastline Marine to

perform the Services.

Consumer Guarantee means a guarantee

applicable to the supply of goods or services

which is incorporated into this Agreement

pursuant to division 1 part 3-2 of the Australian

Consumer Law.

Default Interest means the rate equivalent to

2% greater than the rate fixed from time to

time pursuant to the Penalty Interest Rates

Act 1983 (Vic).

Fees means the amount detailed in Item 5.

Force Majeure Event means any occurrence

or omission as a direct or indirect result of

which the Party relying on it is prevented from

or delayed in performing any of its obligations

under this Agreement and which is beyond

the reasonable control of that Party and could

not have been prevented or mitigated by

reasonable diligence or precautionary

measures, including forces of nature, natural

disasters, acts of terrorism, riots, revolution,

civil commotion, epidemic, industrial action

and action or inaction by a government

agency.

GST Law means the same as in the A New Tax

System (Goods and Services Tax) Act 1999

(Cth).

Losses means all losses including financial

losses, damages, legal costs, and other

expenses of any nature.

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Parties means the customer and Coastline

Marine, and Party means either one of them.

Personal Information has the meaning as

defined in any applicable Privacy Law.

Project means any marine or non-marine

related Services described on any quotation,

invoice, job sheet or other document issued by

Coastline Marine to the Customer.

Services means all works carried out by

Coastline Marine at the request of the

Customer, including but not limited to all new

builds, refits, repairs, maintenance,

improvements, shipwright work, supply of

machinery, parts, equipment, accessories,

labour and specialized tools, the removal of

any machinery, parts, materials, equipment or

accessories and any operation, movement or

storage of the Project.

1.2 Interpretations

In this Agreement unless the context

otherwise requires:

(a) words importing any gender include

every gender;

(b) words importing the singular number

include the plural number and vice

versa;

(c) words importing persons include firms,

companies, and corporations and vice

versa;

(d) references to numbered clauses,

paragraphs and schedules are

references to the relevant clause or

paragraph in or schedule to this

Agreement;

(e) reference in any schedule to this

Agreement to numbered paragraphs

relate to the numbered paragraphs of

that schedule;

(f) any obligation on any Party not to do or

omit to do anything is to include an

obligation not to allow that thing to be

done or omitted to be done;

(g) the headings to the clauses and

schedules of this Agreement are not to

affect the interpretation;

(h) any reference to an enactment

includes reference to that enactment

as amended or replaced from time to

time and to any subordinate legislation(i) or byelaw made under that enactment;

and

the word “including” (and related forms

including “includes”) shall be

understood as meaning “including

without limitation.”

2 Services

2.1 Services provided by Coastline Marine

(a) Coastline Marine will provide the

Services to the Customer in

consideration for the Customer paying

the Fee to Coastline Marine, subject to

the provisions of this Agreement.

2.2 Standard of services

(a) Coastline Marine must use reasonable

endeavours to complete the Services.

(b) The Services must be performed by

such employees or agents that

Coastline Marine may choose as most

appropriate to carry out the Services as

directed by the Customer.

3 Acceptance

Unless otherwise provided for in writing to the

Customer by Coastline Marine, the following

will apply:

(a) (b) (c) (d) the Customer must accept delivery of

the Project upon Coastline Marine

indicating in writing, by email or by

other means to the Customer that the

Project is completed (accepting

delivery);

if the Customer does not accept

delivery within such time, Coastline

Marine will be entitled to claim storage

costs at a rate of $10 per square metre

of floor space the Project occupies for

each day the Project is not accepted.

the Customer agrees to notify Coastline

Marine of any matters concerning the

quality or content of the Services

provided within seven days of

accepting delivery, then the Customer

will be deemed to have approved the

performance of the Services; and

where Coastline Marine has completed

the Project, the Customer will be

deemed to have accepted or approved

them within seven days of Coastline

Marine:

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(i) (ii) 4 Location

notifying the Customer that the

Project has been completed; or

sending an invoice to the

Customer.

Coastline Marine will provide the Services in

places and locations as Coastline Marine

considers appropriate to the type and nature

of the requirements of the Customer’s Project.

5 Lien

To the extent the Warehousemen’s Liens Act

1958 (Vic) or any similar state law applies,

Coastline Marine is entitled to a lien over the

Project and/or a general lien over any other

property of the Customer that comes into the

possession of Coastline Marine for any reason,

until all amounts owing by the Customer to

Coastline Marine are paid in full.

6 Fees

6.1 Payment of Fees

(a) (b) (c) (d) (e) In consideration of the Services

provided by Coastline Marine the

Customer agrees to pay Coastline

Marine the Fees stipulated in the

Project quote.

Coastline Marine will provide the

Customer with a tax invoice in

accordance with the GST Law in

relation to remuneration payable under

this clause (“invoice”).

The Customer agrees that the Fee is

due and payable upon the terms

stipulated on the invoice at the

completion of the Project.

The Fees are exclusive of any GST that

may be charged by Coastline Marine to

the Customer, and therefore, Coastline

Marine will be entitled to add on GST.

If the Customer does not make a

payment by the date stated in an

invoice or as otherwise provided for in

the Agreement, Coastline Marine is

entitled:

(i) to charge Default Interest on

the outstanding amount,

accruing daily;

(ii) to require the Customer to pay,

in advance, for any Services(f) (g) which have not yet been

performed; and

(iii) not to perform any further

Services (or any part of the

Services).

When making a payment the

Customer must quote relevant

reference numbers and/or the invoice

number.

If the Customer disputes the whole or

any portion of the amount claimed in

an invoice, the Customer must:

(i) pay the portion of the amount

stated in the invoice which is

not in dispute in accordance

with the terms of payment set

out in this Agreement; and

(ii) notify Coastline Marine in

writing within five days of

receipt of the invoice of the

reasons for disputing the

remainder of the invoice.

6.2 Funds in advance

(a) Coastline Marine requires the

Customer to pay 50% of the quoted Fee

prior to the Services commencing

should the Services quoted exceed

$10,000AUD.

7 Customer’s obligations

(a) During the performance of the Services

the Customer will:

(i) cooperate with Coastline Marine

as Coastline Marine reasonably

requires;

(ii) provide any information and

documentation that Coastline

Marine reasonably requires to

complete the Project.

8 Media

Unless otherwise stated by the Customer in

writing, the Customer consents to Coastline

Marine to use any media, inclusive but not

limited to images, video, audio and

documentation related to any Services

conducted by Coastline Marine.

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9 Use of subcontractors

(a) (b) (c) (d) (e) (f) Coastline Marine is permitted to use

other persons to provide some or all of

the Services.

Coastline Marine is responsible for the

work of any of Coastline Marine ’s

subcontractors.

Any work undertaken by any of

Coastline Marine’s subcontractors is to

be undertaken to the same standard

Coastline Marine

To the extent that the terms of any

subcontract stipulate a higher standard

for any of the Services than the

standards set out in this Agreement

(including as to timing or quality), any

Services provided by the relevant

subcontractor will be governed by the

terms and conditions of the

subcontract.

The Customer may, at any time, if it has

reasonable grounds which have been

disclosed and discussed with Coastline

Marine, by notice in writing to Coastline

Marine, require Coastline Marine to

cease to permit a particular person or

persons employed by Coastline Marine

or acting as agents of Coastline Marine

to carry out the Services.

If the Customer makes the

requirement referred to in clause 9(e),

Coastline Marine must, as soon as it is

practicable, cease to provide the

service of the particular person or

persons in respect of the Customer’s

business and provide the services of an

alternative person or persons as may be

reasonably acceptable to the

Customer.

10 Warranties, Liability, and Indemnities

(a) (b) Coastline Marine warrants that it will

use reasonable care and skill in

performing the Services to the

standard generally accepted within the

industry, sector or profession in which

Coastline Marine operates for the type

of Services provided by Coastline

Marine.

The Customer must indemnify and

hold harmless Coastline Marine from

and against all Claims and Losses

arising from loss, damage, liability,

injury to Coastline Marine , its

employees and third parties,(c) infringement of third party intellectual

property, or third party losses by reason

of or arising out of any Information

supplied to the Customer by Coastline

Marine , its employees or Coastline

Marine s, or supplied to Coastline

Marine by the Customer within or

without the scope of this Agreement.

Each of the Parties acknowledge that,

in entering into this Agreement, it does

not do so in reliance on any

representation, warranty or other

provision except as expressly provided

in this Agreement, and any

conditions, warranties or other terms

implied by statute or common law are

excluded from this Agreement to the

fullest extent permitted by law.

Coastline Marine 's liability for failure to

comply with a Consumer Guarantee is

limited to the Services supplied to the

Customer, the supply of the whole or

any relevant part of the Services again

or the payment of the cost to the

Customer of having the Services

supplied again.

11 Termination

(a) (b) (c) Despite anything in this Agreement to

the contrary, either Party may

terminate this Agreement by notice in

writing to the other if the Party notified

fails to observe any term of this

Agreement and fails to rectify this

breach, to the satisfaction of the

notifying Party, following the expiration

of seven days’ notice of the breach

being given in writing by the notifying

Party to the other Party.

Despite anything in this Agreement to

the contrary the Customer may

terminate this Agreement at any time

by notice in writing to Coastline Marine,

if Coastline Marine is guilty of

any dishonesty, serious misconduct, or

serious neglect of duty, in or in

connection with the provision of the

Services.

Despite anything in this Agreement to

the contrary, either Party may

terminate this Agreement upon the

happening of any of the following

events:

(i) the giving of a thirty day’s

written notice by one Party to

the other Party of the intention

to terminate this Agreement;

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(d) (ii) if Coastline Marine would be

presumed to be insolvent by a

Court in any of the

circumstances referred to in the

Corporations Act; or

(iii) the death of the Customer.

On termination of this Agreement, the

Customer must pay for all Services

provided up to the date of termination,

and for all expenditure falling due for

payment after the date of termination

from commitments reasonably and

necessarily incurred by Coastline

Marine for the performance of the

Services prior to the date of

termination.

12 General

12.1 Force Majeure

(a) Neither Party has any liability under or

is deemed to be in breach of this

Agreement for any delays or failures in

performance of this Agreement which

result from a Force Majeure Event.

(b) The Party affected by such

circumstances must promptly notify

the other Party in writing when such

circumstances cause a delay or failure

in performance and when they cease to

do so.

(c) If such circumstances continue for a

continuous period of more than six

months, either Party may terminate

this Agreement by written notice to the

other Party.

12.2 Amendments

This Agreement may only be amended in

writing signed by duly authorised

representatives of the Parties.

12.3 Assignment

(a) Subject to clause 12.3(b), neither Party

may assign, delegate, subcontract,

mortgage, charge or otherwise transfer

any or all of its rights and obligations

under this Agreement without the prior

written Agreement of the other Party.

(b) A Party may assign and transfer all its

rights and obligations under this

Agreement to any person to which it

transfers all of its business, provided

that the assignee undertakes in writing

to the other Party to be bound by theobligations of the assignor under this

Agreement.

12.4 Entire Agreement

(a) (b) This Agreement contains the whole

Agreement between the Parties in

respect of the subject matter of

Agreement and supersedes and

replaces any prior written or oral

Agreements, representations, or

understandings between them relating

to such subject matter.

The Parties confirm that they have not

entered into this Agreement on the

basis of any representation that is not

expressly incorporated into this

Agreement.

12.5 Waiver

(a) No failure or delay by Coastline Marine

in exercising any right, power or

privilege under this Agreement will

impair the same or operate as a waiver

of the same nor will any single or partial

exercise of any right, power or privilege

preclude any further exercise of the

same or the exercise of any other right,

power, or privilege.

(b) The rights and remedies provided in

this Agreement are cumulative and not

exclusive of any rights and remedies

provided by law.

12.6 Third Parties

(a) The Customer acknowledges that

Coastline Marine provides no warranty

with respect to any third party service

provider that is introduced by Coastline

Marine to the Customer.

(b) The Customer agrees that it is required

to enter into its own contractual

relationship with the third party service

provider and that the Customer is liable

to the third party service provider with

respect to any fees, costs and charges

levied by that third party service

provider.

12.7 No Partnership

(a) This Agreement does not constitute or

imply any partnership, joint venture,

agency, fiduciary relationship, or other

relationship between the Parties other

than the contractual relationship

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expressly provided for in this

Agreement.

(b) Neither Party may, nor represent that it

has, any authority to make any

commitments on the other Party’s

behalf.

12.8 Severance

If any provision of this Agreement is prohibited

by law or judged by a court to be unlawful,

void, or unenforceable, the provision shall, to

the extent required, be severed from this

Agreement, and rendered ineffective as far as

possible without modifying the remaining

provisions of this Agreement. It will not in any

way affect any other circumstances of or the

validity or enforcement of this Agreement.

12.9 Announcements

(a) Subject to clause 12.9(b), no Party shall

issue or make any public

announcement or disclose any

information regarding this Agreement

unless prior to such public

announcement or disclosure it

furnishes all the Parties with a copy of

such announcement or information

and obtains the approval of such

persons to its terms.

(b) No Party shall be prohibited from

issuing or making any such public

announcement or disclosing such

information if it is necessary to do so to

comply with any applicable law.

12.10 Notices

(a) A notice or other communication

connected with this Agreement has no

legal effect unless it is in writing.

(b) In addition to any other method of

service provided by law, the notice may

be sent by pre-paid post to the address

of the addressee as set out in this

Agreement or sent by email to the

email address of the addressee.

12.11 Law and jurisdiction

This Agreement takes effect, is governed by,

and shall be construed in accordance with the

laws from time to time in force in the State of

Victoria, Australia. The Parties submit to the

non-exclusive jurisdiction of the courts of the

State of Victoria.