General terms and conditions of Muller Maritime Holding B.V.
| Muller Maritime Holding B.V. |
Tel.: +31 115 645000 (24/7) |
| P.O. Box 72 |
www.multraship.com |
| 4530 AB Terneuzen |
Date: March 2021 |
Article 1 – Applicability of general terms and conditions and formation of agreements
1.1 'Muller Maritime Holding B.V.', hereinafter also abbreviated as 'MMH', must be understood to mean: the holding company Muller Maritime Holding B.V. and the enterprise conducted by it, including the wholly-owned subsidiaries and other participations and minority participations involved in it, as apparent from the public commercial register of the Chamber of Commerce.
1.2 'Client' must be understood to mean any natural person or legal entity for whose benefit MMH performs any service, on the basis of any agreement or otherwise. Intended Clients, as well as all representative(s), authorised representative(s) andassignee(s) will be considered Clients as well.
1.3 These General Terms and Conditions (the 'General Terms and Conditions') apply to all MMH's services that are performed on the instruction or on behalf of a Client (the'Assignment'). These terms and conditions are considered to be part of all Assignments that are accepted by MMH. Every Client is furthermore deemed to agree to the General Terms and Conditions also applying to all MMH's future engagements with the same Client.
1.4 Unless explicitly indicated otherwise by MMH, in writing or orally, all Assignments of any nature that are issued to MMH will only be accepted and carried out subject to application of these General Terms and Conditions. In such case, these terms and conditions will apply as supplementary conditions to all matters that are not explicitly provided for in those other terms and conditions.
1.5 All Assignments from a Client will be deemed to constitute its acknowledgement and acceptance of these General Terms and Conditions, with simultaneous complete exclusion of the Client's terms and conditions.
1.6 All offers made by MMH, in whatever form, are entirely free of obligation and will bind MMH only insofar as the Client has accepted these without any reservation.
Article 2 – Assignment, price and payment
2.1 The relationship between MMH and a Client qualifies as a contract for services. Section 404 and Section 407, subsection 2 of Book 7 of the Dutch Civil Code do not apply and all persons working with, for or on behalf of MMH are entitled to rely on these conditions.
2.2 Once an Assignment has been issued by the Client, the Client may only withdraw an Assignment against payment of a compensation of expenses to be determined by MMH.
2.3 Unless expressly stated otherwise, the prices stated by MMH are:
- exclusive of VAT, import duties and any other taxes, duties and charges;
- exclusive of the packaging costs, loading and unloading costs, and insurance;
- exclusive of the costs associated with taking measures to prevent damage to itemspresent at or near the work;
- stated in euros.
2.4 The Client is obliged to pay MMH's invoices in respect of the Assignment within 14 days of the invoice date, without any deductions. In the event of late payment, the Client will owe default interest equal to the statutory commercial interest pursuant to Section 119a in conjunction with Section 120, subsection 2 of Book 6 of the Dutch Civil Code from the fifteenth day after the invoice date until the date of full payment,without any prior notice of default being required.
2.5 MMH may require that the Client provide security for its payment of the amount owed by it, either before, during or after completion of the Assignment. MMH will under no circumstances be obliged to make any payment on the Client's behalf if it has not been provided the security required for that in advance.
2.6 In the event of late payment or failure to provide security despite a request to that end, MMH will be entitled to suspend compliance with any obligation towards the Client until the Client has fully complied with its obligations in this respect, including the payment of interest due and any costs.
2.7 In the event of late payment by the Client, MMH is entitled to pass on the claim for collection at any time. The extrajudicial and legal costs will be at the Client's expense.
Article 3 – Performance of the agreement
3.1 Assignments will not bind MMH until MMH has confirmed these, even if these are issued through or by agents, representatives and other intermediaries.
3.2 In carrying out its Assignments, MMH always only undertakes to make an effort and therefore does not guarantee any result. If, due to circumstances, its own equipmentis unexpectedly unavailable, MMH's obligation will be limited to looking for the best possible replacement. MMH will inform the Client as soon as possible if this happens and replacement equipment must be sought.
3.3 All Assignments will be carried out in a manner to be determined by MMH and in an order to be determined by MMH, in which context the capacity of the equipment available to MMH and the staffing level will be decisive for the commencement and completion of the work as well.
3.4 Time frames for the carrying out of the Assignment by MMH are not guaranteed. The provision of information on this in advance or in the interim will be for information purposes only, without this resulting in any obligation or liability on the part of MMH.
3.5 The Client must ensure that all data, documents and resources to be provided by it for the carrying out of the Assignment are available to MMH in good time, along with sufficient capacity and equipment.
3.6 MMH may engage agents for the carrying out of the Assignment at its own initiative and without consulting the Client.
Article 4 – Applicable law and settlement of disputes
4.1 The relationship between the Client and MMH is exclusively governed by Dutch law.
4.2 The District Court of Zeeland-West-Brabant has exclusive jurisdiction to hear any dispute arising from the Assignment, on the understanding that MMH may also chooseto submit such disputes to (digital) arbitration in Rotterdam under application of the UNUM arbitration rules https://unum.world/arbitration/arbitration-rules/ or bring an action against the Client before a court that would (also) have jurisdiction without the above exclusive choice of forum.
Article 5 – Indemnification and liability
5.1 MMH will under no circumstances be obliged to indemnify the Client in connection with the Assignment(s) it has issued to MMH.
5.2 The Client indemnifies MMH against third-party claims for loss in connection with the Assignment(s). In this connection, 'third parties' refers to all natural persons and legalentities against whom MMH cannot invoke these General Terms and Conditions.
5.3 All acts and activities of MMH in connection with an Assignment are performed at the Client's expense and risk.
5.4 Without prejudice to provisions of mandatory law, MMH is not liable for any damage and/or loss, death or injury, subject to evidence from the Client that the relevant damage and/or loss was caused by intent or gross negligence on the part of MMH's authorised managers within the framework of the Assignment. MMH's liability for any form of indirect or consequential loss is completely excluded.
5.5 In all cases, any existing liability of MMH for direct loss is limited to a maximum of the total amount of the invoices MMH that has sent with regard to the relevant Assignment and that the Client has paid, with an absolute maximum of €10,000 per event or series of events with the same cause.
Article 6 – Expiry
6.1 Any right of action against MMH lapses by the expiry of a period of six months after completion of the carrying out of the relevant Assignment or the delivery of the goods delivered by MMH under the Assignment. MMH may extend this period in writing, but the Client may not unilaterally interrupt it. MMH's claims against the Client are subject to the statutory time limits and interruption scheme.
Article 7 – Force majeure
7.1 In the event of force majeure, the reciprocal obligations in connection with the Assignment will remain in full force and effect. However, for MMH, compliance with the obligations arising from these agreements will be suspended for the duration ofthe force majeure situation.
7.2 Force majeure for MMH will be all circumstances that reasonably preclude timely carrying out of the Assignment, even if these circumstances can be attributed to intentor fault on the part of MMH's subordinates. Force majeure must in any case be understood to include war, threat of war, interventions by the authorities, not being granted the required permits or permissions, insurrection, riots, strikes, slow-downstrikes, lock-outs, boycotts, sabotage, congestion at a port, fires, explosions, collapses, lightning strikes, floods, extreme weather conditions, whether taking place within MMH's company, or outside it, that reasonably impedes normal business operations at MMH in full or in part.
7.3 Any costs resulting from a situation of force majeure will be borne by the Client. MMH can under no circumstances be held liable for any loss suffered as a result of the force majeure situation, whether in full or in part. Save for evidence to the contrary, in the event a circumstance leading to force majeure occurs, both a delay in the carrying out of the Assignment and loss suffered as a result of such circumstance arising will be considered to have been caused by that force majeure circumstance.
7.4 With regard to the Client's payment obligations, only unforeseeable government measures that preclude payment will be considered force majeure.
7.5 The provisions regarding force majeure will continue to be in full force if the circumstance leading to the force majeure occurs after scheduled delivery should already have taken place and/or after the Assignment should already have been completed.
These General Terms and Conditions have been filed with the registry of the District Court of Middelburg and the Chamber of Commerce. Only the test filed in Dutch has legal effect, including in respect of further publications and/or translations of the text published by us.
