January 2016 saw the publication of the new 'SUPERMAN' agreement published by the Baltic and International Maritime Council (BIMCO), which governs the contractual relationship between third-party ship managers and shipowners for the provision of technical supervisory services during construction, repair and conversion projects.
From a shipowner's perspective, the process of ensuring that a vessel is built on time, on budget and in accordance with the technical specifications can be extremely challenging. Larger or more established shipowners with substantial order books may have in-house technical teams to provide on-site supervision at the yard. However, for many shipowners it is often easier and more cost efficient to contract out the construction supervision services to third-party ship managers who have regional experience and technical expertise to deal with complex newbuilding, repair or conversion projects.
To address this, BIMCO has recently added the memorably titled SUPERMAN contract to its existing stable of standard form contracts. The aim is to set out a ship manager's duties and obligations when providing supervisory services and acting as agents on behalf of a shipowner during construction, repair or conversion projects. As well as on-site supervision, SUPERMAN includes various optional services which can be incorporated into the scope of works to be provided by the ship manager, including a review of technical specification, plan approval and the handling of warranty claims.
SUPERMAN is substantially modelled on the SHIPMAN 2009 agreement, which is widely used by shipowners seeking to outsource the technical or commercial management of their vessels. Unsurprisingly, there are a number of similarities between the two standard contracts, including the provisions relating to the authority of the manager, arrangements for termination and the 'cost plus fee' payment profile. The liability regime is also similar, with supervisors facing liability for loss, damage or delay caused by their own negligence, gross negligence or wilful default, subject to a suggested (but negotiable) cap on overall liability limited at 10 times the gross fee payable in connection with the services. However, in contrast to SHIPMAN 2009, a suggested time bar of 12 months during which shipowners are obliged to notify supervisors of any loss, damage or delay arising from the supervisor's negligence, gross negligence or wilful default has been added.
SUPERMAN completes BIMCO's suite of 'cradle-to-grave' pro forma shipping agreements available to shipping professionals; it will be interesting to see the extent to which it is now adopted by the industry.
For further information on this topic please contact Jonathan Page or Lesley Tan at Wikborg Rein by telephone (+47 22 82 75 00), fax (+47 22 82 75 01) or email (firstname.lastname@example.org or email@example.com). The Wikborg Rein website can be accessed at www.wr.no.
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