General terms and conditions for delivery to non-consumers

Of – Seaquip Transport Solutions B.V.

with offices and principal place of business at Talingpad 36 in Werkendam, hereinafter referred to as: User

Article 1. Definitions
1.1. In these general terms and conditions, the following terms shall have the following meanings:
User: the user of the general terms and Conditions
Purchaser: non-consumer
Non-consumer: a client acting in a professional capacity or in the context of conducting his business
Article 2. Applicability of these terms and conditions
2.1. These terms and conditions apply to all offers and all agreements between the User and a Purchaser to which the User has declared these terms and conditions applicable.
2.2. The present terms and conditions also apply to all agreements with the User for the performance of which third parties have to be engaged.
Article 3. Quotation
3.1. Quotations by the User do not constitute an offer and will lapse no later than 30 days after the quotation date.
3.2. Delivery periods mentioned in quotations of the User are approximations and for information purposes only; if they are not adhered to the prospective purchaser is not entitled to compensation or dissolution of the contract.
3.3. Unless stated otherwise prices quoted by the User will be based on work carried out during normal working hours and will be exclusive of VAT and other taxes levied by the government.
3.4. In case of a compound quotation the ordering and delivery of part of the goods is only possible after written approval of the User.
3.5. The User is only bound by the quotation if the acceptance of the quotation is confirmed in writing by the prospective purchaser within 30 days.
Article 4. Terms of delivery
4.1. The terms of delivery specified by the User are always approximate and never deadlines.
4.2. In the event of overdue delivery the Purchaser must give notice of default in writing to the User and allow a reasonable period of time for the User to remedy a breach.
4.3. The term of delivery stated by the User will not start until all necessary details have been received.
Article 5. Technical requirements, etc.
5.1. If the goods te be delivered in the Netherlands are to be used outside the Netherlands, the User is not responsible for the goods to be delivered meeting any technical requirements, standards and/or regulations defined by laws and regulations of the country where the goods are to be used. Any liability arising from laws and regulations applicable in other countries is hereby excluded.
5.2. All other technical requirements set by the Purchaser with regard to the goods to be delivered which deviate from the standard requirements must be stated explicitly by the Purchaser when the purchase agreement is entered into.
Article 6. Samples, models and examples
6.1. If the User has shown or provided a model, sample or example, this is deemed to have been shown or provided for information purposes only. The qualities of the goods to be delivered may deviate from the sample, model or example.
Article 7. Dissolution of the agreement
7.1. An agreement between the User and the Purchaser may be dissolved immediately in the following cases:
a. if, after the agreement has been concluded, circumstances come to the User’s knowledge, which give the User good grounds to fear that the Purchaser will not fulfil its obligations;
b. if, at the time when the agreement was concluded, the User asked the Purchaser to provide security for the fulfilment of the agreement and this security has not been provided or is insufficient, in spite of a notification.
7.2. If circumstances occur with regard to persons and/or materials used or generally used by the User for the performance of the agreement, which are of such a nature that the performance of the agreement becomes impossible and/or difficult to such an extent and/or so disproportionately expensive that compliance with the agreement cannot be reasonably demanded from the User, the User is authorized to dissolve the agreement.
Article 8. Warranty
8.1. The User warrants that the delivered goods are free from defects in design, material and construction for a period of 3 months after delivery.
8.2. If the product has a defect in design, material or construction the Purchaser is entitled to repair of the product.
The User may also choose to replace the product if repair is a problem. The Purchaser is only entitled to replacement if repair of the product is not possible. 8.3. The warranty will not apply if the defect is a result of improper use or the instructions not being followed.
Article 9. Retention of title
9.1. All goods delivered by the User remain the property of the User until the Purchaser has fulfilled all its obligations arising from all purchase agreements concluded with the User.
Article 10. Claim periods for defects
10.1. The Purchaser must check the goods purchased upon delivery or as soon as possible after delivery. The Purchaser must check whether the goods delivered comply with the agreement.
10.2. If visible defects are discovered the Purchaser must notify the User thereof in writing within 8 days after delivery.
10.3. The Purchaser must notify the User in writing of invisible defects within 8 days after the discovery thereof and within 3 months after delivery.
10.4. If the other party files a claim in time the party is still obliged to fulfil its payment obligation and purchase the orders placed.
Article 11. Price/Price increase
11.1. Unless expressly stated otherwise prices specified by us are:
- in euros
- excluding VAT
11.2. If the User and the Purchaser agree to a certain price the User is nonetheless entitled to increase the price if the User can demonstrate that between the time of the offer and the time of delivery the prices of raw materials, exchange rates and/or wages have increased significantly or in the event of other unforeseen circumstances.
11.3. If the price increase is more than 10% the Purchaser is entitled to dissolve the agreement.
Article 12. Payment
12.1. Payment is due within 30 days of the invoice date.
12.2. If payment has not been made after 30 days of the invoice date the Purchaser will be in default: from this date of default the Purchaser will be liable to pay interest on the outstanding amount at the rate of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate will apply.
12.3. In the event of liquidation, bankruptcy or suspension of payments of the Purchaser the claims of the User and the obligations of the Purchaser towards the User will be due immediately.
12.4. Payment is due without any discount or set-off.
12.5. Payments made by the Purchaser will firstly be used to settle any accrued interest and costs, and secondly to settle invoices that have been due and payable for the longest period, even if the Purchaser has specified that such payment concerns a later invoice.
Article 13. Collection costs
13.1. If the Purchaser is in default or fails to fulfil any or more of its obligations, all judicial and extra-judicial costs incurred in order to obtain fulfilment are for the account of the Purchaser. The rates as advised by the Netherlands Bar Association will apply.
13.2. If the User proves that the costs it has incurred and which were reasonably necessary are higher, these costs will also qualify for reimbursement.
Article 14. Liability
The User is only liable towards the Purchaser in the following cases:
14.1. In the case of damage as a result of defects in the delivered goods only the liability as referred to in article 10 (Warranty) of these terms and conditions will apply.
14.2. The User is only liable if the damage is caused by an intentional act or gross negligence on the part of the User or its employees.
14.3. The liability of the User will be limited to the purchase price of the goods, or at any rate to the amount equal to the amount te be paid out by the insurance company of the User in the present case.
14.4. If the insurance does not cover a certain case or does not pay out, and the User is liable, then the liability of the User will be limited to the invoice amount of the transaction, or at any rate that part of the transaction the liability relates to.
14.5. The User is never liable for any consequential damage caused by a delivered product, whether directly or indirectly. All delivered products are installed and used at the risk of the Purchaser.
Article 15. Force majeure
15.1. In these general terms and conditions force majeure is understood to be, in addition to that which is understood on the matter in law and case law, all external causes, expected or not expected, on which the User can have no influence, but as a result of which the User is unable to meet its obligations, including strikes at the company of the User.
15.2. In the event of force majeure the obligation to deliver and other obligations of the User are suspended. If the period during which fulfilment of the obligations by the User is not possible due to force majeure is longer than 2 months both parties are entitled to dissolve the agreement without any obligation to pay damages.
15.3. If when the force majeure commences the User has already partly met its obligations, or is able to partly meet its obligations, the User is entitled to invoice separately for that part that has already been delivered and/or can be delivered, and the Purchaser will be obliged to settle this invoice as if it related to a separate agreement.
Article 16. Settlement of disputes
16.1. The District Court of Breda has sole jurisdiction to hear any dispute. Nonetheless the User has the right to summon the other party to appear before the court which has jurisdiction according to the law.
Article 17. Applicable law
17.1. All agreements between the User and the Purchaser are governed exclusively by Dutch law with domicile in the Netherlands.
Article 18. Amendment and location of the terms and conditions
18.1. These terms and conditions are filed at the office of the Chamber of Commerce of Tilburg.
18.2. The version that is binding is the version of the terms and conditions of delivery most recently filed or the version that was valid at the time the present agreement was entered into.

11 February 2008