General Terms and Conditions
General sales and delivery terms and conditions MR Marine Group companies
Deposited at the Chamber of Commerce in Rotterdam – The Netherlands
Date: 22 February 2018
I General clause
1. In these Delivery Terms and Conditions the following terms are defined as:
- MR Marine Group : which includes MR Elevator, MR Spares, and MR Ballast.
- The Principal : the party to whom the proposal is addressed.
- Installation (s) : equipment used on board or vessels such as marine elevators, ballast water cleaning systems, marine spare parts etc. which is specifically in the scope of MR Marine Group.
- The work : the total of the stipulated activities; which includes inspections, surveys, spare parts, repairs, troubleshooting, modernizations, design and / or installation or new build equipment.
2. The above-listed terms apply to all commitments from MR Marine Group concluded thereafter, which are directly related to the work in question. Reference by the principal to its own sales, tendering or other terms and conditions are not accepted by MR Marine Group.
3. The offer presented by MR Marine Group outlines the payment method and provides insight into the price and calculation method thereof: contracting (fixed contracting sum) or direction.
4. Data mentioned in catalogs, images, drawings, dimension and weight specifications are expressly included in the agreement signed by MR Marine Group.
5. The offer made by MR Marine Group includes all relevant drawings, software, descriptions, models, tools and the like. The principal guarantees, without prejudice to the execution of the agreement, that the information provided is not copied, disclosed to third parties, published or used for any other purpose, unless MR Marine Group explicitly agrees in writing.
6. MR Marine Group is in charge of the costs associated with the offer.
III Conclusion of the agreement
7. If the agreement is entered into , in writing, and all parties agree to the stipulated terms, it is in effect on the day the agreement is signed by MR Marine Group.
8. MR Marine Group can not be held accountable for the execution of the work until the stipulated payment (installment) has been received into the bank account.
IV Execution of the agreement
Obligations or MR Marine Group
9. In conformity with applicable rules and regulations (Flag State, Class, NEN standards, etc), MR Marine Group shall be instructed by the principal on the guidelines for the user manual, overview drawings and schedules, as desired by the applicable safety regulations.
Obligations of the principal
10. The principal hereby agrees to render the work within the normal working hours of MR Marine Group.
11. The principal understands that MR Marine Group can not approve certain documents (such as permits).
12. The principal will timely provide the connection for the benefit of the required energy. The costs of the required energy are at the expense of the principal. Timely is understood as being at the building site or vessel.
13. The principal provides for the transmission of public transmission networks. The connection costs are at the expense of the principal. MR Marine Group shall provide instructions in its area of expertise.
14. The principal should not be removed from the work of MR Marine Group, and the work that is not delayed. If they are, the principal should be informed by MR Marine Group accordingly.
Unless mentioned otherwise in the agreement, the obligations of MR Marine Group shall not include:
- Rendering a dry, heated, illuminated and well-lockable room accessible by MR Marine Group, their personal belongings and materials;
- The performance of scaffolding, welding, painting, breaking, drilling, demolition, upholstering, carpeting work;
- The placing or breaking, drilling or sawing, where necessary, sealing or opening in constructions;
- The supply and definitive electrical feeder for power and illumination with the inclusion of the devices, such as main switches, group switches and safeties;
- The supply and placement of the illumination, emergency illumination and socket outlets, the illumination of accesses as well as the heating and ventilation;
- A finished connection point in the machine room for the benefit of the speaking-listen connection to a permanently manned mail, for example by means of a telephone connection. Connection and usage costs are at the expense of the principal.
15. As the principal is responsible, the damages for the part of MR Marine Group shall be compensated by the principal.
16. The most important tools for the horizontal placement of heavy components are required in the context of the workforce. Access roads to the work location must be available. The obligations of the principal include the operation of the aforementioned auxiliary tools, the placement, and after-use removal, or work-in-the-art protection. All tools will have the necessary (valid) test certificates.
17. The principal bears the risk of damage as well as the loss of materials, parts or tools.
18. The principal bears the risk for damages caused by deficiencies or unsuitability of goods.
19. The principal bears the risk of consequences of deficiencies in accounts, calculations, constructions, specifications and execution guidelines.
20. The principal must inform MR Marine Group of changes to the user conditions or use of the installation (s), other than mentioned in the offer and / or the order confirmation.
21. The principal bears the risk for faulty fulfillment of the agreement.
22. The principal bears the risk for damages that can be blamed on unlawful acts or sub-contractors and their auxiliary staff.
23. The principal bears the risk of the design from MR Marine Group, and approval.
24. The principal shall indemnify MR Marine Group against all claims of third parties in connection with damages, in pursuance of intellectual property rights, and shall account for the use of data provided by or on behalf of the principal.
25. The principal allows MR Marine Group to place name indications and advertising at the building site or on the installation(s).
Activities not anticipated by the agreement
26. The role of the auxiliary staff is in the control of MR Marine Group in connection to the work carried out.
Settlement of more or less work
27. The principal bears the cost of additional work that is advised and / or delivered by MR Marine Group in consultation, whether or not established in writing, with the principal being carried out in the agreement or in the order confirmation .
28. Billing for more work takes place once the subsequent payment term lapses. In the event a payment term has not been agreed upon, payment will be due following completion of the additional work.
29. Should less work be required, final payment will be settled with the final invoice.
30. In case of force major MR Marine Group shall be authorized, without judicial intervention, with the possibility of compensation for damages. All costs up to then incurred by MR Marine shall be fully and immediately claimable.
31. Force majeure in MR Marine Group, if it is possible to anticipate the conclusion of the agreement, which permanently or temporarily prevents fulfillment of the agreement. This is understood to include noncompliance or suppliers or MR Marines with their obligations, transport difficulties, fire, strikes or work interruptions, loss of parts, import or trade embargos, the refusal or cancellation of the required permits. imposition of such burdensome conditions there is no longer expected from MR Marine Group.
32. The stipulated delivery shall, as much as possible, be tasks into account, but not, however, not be binding. In case of the delivery time, MR Marine Group shall consult is the principal. The delivery time is based on the terms of the agreement and is concluded as MR Marine Group in connection with the execution of the work. If, beyond the control or MR Marine Group, a delay occurs as a result of a change in the aforementioned work conditions. extended.
The time in time:
- The day the agreement is concluded;
- The day the documents, data, permits, and designs are approved;
- The day the fulfillment of the formalities required in connection with the commencement of the activities is completed;
- The day of receipt of the advance is, according to the agreement, to be paid in advance of commencement of activities.
In case of force majeure as described in article 31 the delivery time is automatically extended by the time of the thus created delay. Without prejudice to the extent of MR Marine Group, the wholly or in part, dissolve the agreement or claim compensation for damages.
Exceeding the delivery time – as a result of whatever reason – does not entitle the principal to carry out or carry out activities in connection with the execution of the agreement without judicial authorization.
A contractual penalty payment is the right to claim compensation for damages. This kind of penalty payment shall not be due to the delivery time results from an act of force majeure.
33. The work is held to be accepted:
- Either when MR Marine Group is informed that the work has been accepted;
- Or if a maximum of eight days has passed since MR Marine Group is the principal in the work within this deadline;
- The acceptance is also to be held as a place, as a result of untimely availability of the deliveries and / or activities required. commissioned.
34. Small deficiencies that can be repaired within the warranty period.
35. Acceptance discharges MR Marine Group and all liability for deficiencies.
36. As a consequence of the work transfers from MR Marine Group to the Principal 18 up to and including 23.
37. Without prejudice to the right of the work, if the principal is:
38. filed for or is granted suspension of payment;
- is declared bankrupt or filed a petition thereto;
- failed, or there is good reason for MR Marine Group to Fear that the same will fail, the fulfillment of an obligation.
Termination and suspension take the place of MR Marine Group being a hero to provide any compensation for damages or damages.
39. All claims MR Marine Group would have in these instances have or obtain vis-a-vis the principal will be immediately and fully be claimable.
40. After the conclusion of the agreement MR Marine Group shall be authorized to comply with the terms of the agreement. Articles 37 and 38 apply if the principal is in default with regard to the provision of the desired guarantee.
41. All prices are exclusive of VAT. If, on the other hand, the price-price factors undergoes an increase – even if this is the result of predictable circumstances.
42. Payment term is strictly 30 days after invoice date and completion of work.
43. Payment by the principal in installments can be asked for in order to deal with the progress (direction) or time (contracting) of the work, without being entitled to any discount or settlement.
44. Agreements for delivering spares are in accordance with articles 33, 36 and 50.
45. Payment of work in accordance with article 28.
Default of the principal
46. If the payment is not effectuated in a timely manner the principal is in default and shall be MR Marine Group authorized.
47. When the principal is in default, MR Marine Group shall be authorized to, without further notice of default, proceed with collection of the same. All thereto connected (extra) judicial costs are at the expense of the principal.
48. As from the expiration date MR Marine Group may charge interest in the payment with the payment. On an annual basis this interest corresponds with the legal interest in The Netherlands increased by 3%.
49. A payment effectuated in the longest period of time, even if the fulfillment of the invoices is related to later invoices.
Reservation of title
50. The title of all goods (only available as part of the money) is only transfer to the principal. Marine. As long as the principal does not comply with the aforementioned payment obligations, the pledge, mortgage or otherwise, the delivered and / or assembled goods to third parties. As the occasion arises, MR Marine Group shall be entitled to unhindered access to the goods. The Marine Services in order to provide MR Marine Group with the opportunity to exercise the aforementioned reservation or with the inclusion of the possibly required disassembly.
If the disassembly of existing, released or removed, installation parts belongs to the commission, these parts become the property of Marine and are removed by the same.
51. Within the limitations of the following provisions, MR Marine Group commits to full inspections, surveys, and testing repair, all non-visible deficiencies free of charge within 6 months following the acceptance.
Contrary to that which is set out in the preceding sentence, if the preventive maintenance of the installation is performed by MR Marine Group. Warranty is not provided by others, and fitted by MR Marine Group.
52. This obligation only extends to deficiencies that occur within the scope of the EC declaration of conformity and in case of correct and stipulated use of the work. It does not extend to deficiencies from incomplete preventive maintenance by the principal, changes or deficiencies from MR Marine Group or repairs carried out in pursuance of the General Terms and Conditions.
53. In order to invoke the rights deriving from article 50 vis-à-vis MR Marine Group, the principal should:
- Forthwith is the latest within the period of the expiry of the warranty period, in case the deadlines are exceeded and all claim vis-à-vis MR Marine Group in connection with these deficiencies expires;
- Evidence that the deficiencies only or essentially result from a flaw in the construction applied by MR Marine Group or from a defective finishing or use of bath material, without prejudice to the provisions 19 up to and including 23;
- Grant all cooperation in order to enable the deficiencies within a reasonable period of time;
- Only repair activities carried out by MR Marine Group fall within the warranty; repair activities carried out by the principal fall outside the warranty.
54. The parts replaced by MR Marine Group in the pursuance of the warranty.
55. Deficiencies falling under the warranty shall be remedied by MR Marine Group, either by repair or replacement of the defective part. Claims in connection with deficiencies should be filed within 1 year.
VII Liability of MR Marine Group
56. MR Marine Group repairs have paid for the work, incurred before the work has been done, and have not been paid for. in article 18.
57. The liability of MR Marine Group is limited to fulfillment of the warranty obligations set out in section VI of these General Terms and Conditions.
58. Without prejudice to the part of the MR Marine Group, without prejudice to the provisions of article 56, any and all liability of MR Marine Group, such as interruption damages, other indirect damages and damages excluded.
59. Hence, MR Marine Group shall never be liable for:
- Infringement or patents, licenses or other rights of third parties.
- Damages to or loss or, due to whatever reason, raw materials, semi-manufactures, models, tools and other goods delivered by the principal.
60. If MR Marine Group, without commission of the assembly, provides support and assistance during the assembly – of whatever nature.
61. The principal is the hero to indemnify or compensate MR Marine Group in connection with all claims of third parties in relation to the liability of MR Marine Group has been excluded in the relationship with the principal.
VIII Closing provision
62. Dutch law is applicable to the agreement and all agreements deriving there from.
63. Each and every dispute between the Dutch Court of Appeal and the Court of Arbitration, held by the Arbitration Council for the Metal Industry and Trade (“Arbitration Board for the Metal Industry and Trade”) in The Hague / The Netherlands Netherlands.
64. Contrary to the preceding article, MR Marine Group shall be authorized by the regular Court, if the Court is competent, in the city or district in which MR Marine Group holds its registered office.