Terms and Conditions
Hubel Marine B.V. (“Hubel Marine”) has its seat of business at Karel Doormanweg 5 (3115 JD) Schiedam, the Netherlands and is registered at the Dutch Chamber of Commerce under number 24276318, where these General Terms and Conditions (hereinafter: ”the GTC”) have been filed.
1. Core business of Hubel Marine
1.1. Hubel Marine is a consultancy firm with a specialized vessel registration, seafarer endorsement and technical department in order to provide tailor made services for the maritime and offshore industry and provides a variety of services in these industries on a worldwide basis (see for a further description www.hubelmarine.com).
1.2. In the performance of its services, Hubel Marine makes use of other service providers, such as surveyors, maritime organisations and authorities, lawyers, notary publics amongst others.
2. Applicability of the GTC
2.1. The GTC are applicable to each designated offer issued by Hubel Marine, all commissions granted
to Hubel Marine and/or activities executed or other kinds of performances.
2.2. The general terms and conditions applied by the counterparty of Hubel Marine ("Client"), whether or not contrary to the GTC, are always deemed to be rejected and remain, under all circumstances, not applicable, also when the applicability envisaged by the Client after receipt of its (general) terms and conditions by Hubel Marine has not again been contradicted and irrespective of when these have been sent by the Client or reference to them has been made. 2.3. If the GTC are reviewed, then the new text shall apply from the date of the filing of the review, notwithstanding the right of Hubel Marine to stipulate deviating conditions.
2.4. Deviations of the GTC must be agreed explicitly and to be recorded in writing mutually.
2.5. Under “in writing” shall in the GTC also be understood per fax or e-mail.
3.1. Offers, designated offers, quotations, price statements and other communications (suggestions and advice therein included), hereinafter: “offer(s)”, of Hubel Marine about matters and/or services are nonbinding.
3.2. If an offer is accompanied with documentation, such as estimates, specifications, brochures, price lists etc. then these remain at all times the property of Hubel Marine and these must be returned upon first request. This documentation may without explicit permission of Hubel Marine neither be
multiplied, nor handed over to third parties or given for viewing.
3.3. The designated offer issued by the Client must state a complete description of the activities/performances to be executed.
3.4. Sending offers does not oblige Hubel Marine to acceptation of an order/commission.
4. Conclusion of the agreement
4.1. An agreement with Hubel Marine is only then concluded after an offer issued by Hubel Marine is accepted in its entirety by the Client, or an order issued by the Client is accepted by Hubel Marine in writing, or as soon as Hubel Marine has made a start with the execution of the commission. The order confirmation of Hubel Marine is deemed to have reflected the agreement correctly and completely. In case of a difference between the order of the Client and the order confirmation of Hubel Marine, the order confirmation shall prevail.
4.2. Agreements possibly made later and/or changes only bind Hubel Marine if these have been confirmed in writing by Hubel Marine.
4.3. For services, for which to the nature and scope no designated offer or order confirmation will be sent, the invoice is deemed to reflect the agreement correctly and completely, except for protest within seven days after the date of the invoice.
4.4. Each agreement with Hubel Marine is concluded under the suspending condition that the Client is credit worthy in a demonstrable manner for the monetary compliance with the agreement. Hubel Marine is authorised to gain information from financial institutions concerning the financial soundness of the Client.
4.5. Before (further) performing its obligations, Hubel Marine is authorised to demand pre-payment or security from the Client at or after the conclusion of the agreement, that both payment obligations and the other contractual obligations shall be complied with, if there is a well-founded doubt about the financial soundness of the Client or in case of late payment. 4.6. Hubel Marine is authorised to involve third parties for a correct execution of the granted commission, of which the costs shall be charged onward to the Client in accordance with the price statement provided by the third party.
4.7. Hubel Marine shall exercise the necessary due care in its selection of third parties, but shall not be liable for any acts and/or omissions of third parties. The Client authorises Hubel Marine to accept any limitation of liability of third parties on its behalf.
4.8. It is understood that the Client authorizes Hubel Marine to make use of the (personal) data provided by the Client in the performance of the services and that Hubel Marine shall solely use these data to that purpose and exercise due care in the protection of these data as per the Privacy Statement as published on www.hubelmarine.com.
4.9. The Client is not permitted to transfer rights and obligations under the concluded agreement with Hubel Marine to a third party or to transfer the claims that otherwise derive from the relation with Hubel Marine.
5. Fees and costs
5.1. The fees and costs mentioned in the offer and/or the order confirmation are exclusive of VAT, import duties and other taxes, levies, rights or government charges otherwise falling on the performance;
5.2. In case of increase of one or more cost price factors after conclusion of the agreement, Hubel Marine is authorised to increase the agreed price accordingly;
5.3. In the event of any subsequent increase of costs (10% or more) after the conclusion of the Agreement, these costs will be added to the agreed price;
5.4. When Hubel Marine has agreed to give the Client a discount, the discount will only apply to the specific Order/Agreement;
5.5. The discounts (if any) mentioned on the website of Hubel Marine are indicative. The Client cannot derive any rights from the discounts mentioned on this website;
5.6. A given discount is strictly conditional upon payment of Hubel Marine’s invoices within the agreed payment period. Where payment is not made within the agreed period Hubel Marine’s invoices shall be deemed to be adjusted to exclude any such discount.
6. Performance times/periods
6.1. Performance times/periods are not guaranteed and are always by approximation.
6.2. The agreed time/period does not create a fatal term and can be regarded as time to strive for.
6.3. Exceeding of the performance time/period shall not entitle the Client to invoke any right to compensation of damages or dissolution of the agreement.
6.4. Liability of Hubel Marine for damages as a consequence of delayed or non-performance, in whichever form, direct or indirect, consequential damages therein included, is excluded.
7. Complaints procedure
7.1. Any complaint about the services provided by Hubel Marine must be reported in writing within 7 days after the services have been provided. The Client has to describe the complaint precisely.
7.2. After expiry of the aforementioned term, the provided services are deemed to have been approved and any claim with regard to the services provided will be forfeited.
7.3. In case Hubel Marine considers a complaint justified, Hubel Marine has the discretion to either (a) provide the services in a manner that will address the complaint, (b) refund (part of) the contract price or (c) provide any other solution to the complaint Hubel Marine deems fit.
8. Payment/ prohibition of compensation and assignment
8.1. Payment of the invoice must take place in accordance with the payment term expressed in the invoice by means of transfer into the bank account stated in the invoice. As date of receipt shall be regarded the date of crediting on the bank- or giro account of Hubel Marine.
8.2. A claim to compensation of debts, suspension or otherwise set-off claims that Client has or pretends to have on Hubel Marine, is excluded.
8.3. The Client is not permitted to assign his rights towards Hubel Marine to a third party or to otherwise transfer his rights to a third party, except for explicit and written permission of Hubel Marine.
8.4. Invoices of Hubel Marine become immediately due and payable, therefore also before the expiry of the payment term, if there is reasonable doubt with regard to the financial soundness of the Client or if the Client is in default in the compliance with any obligation under other/preceding/later agreements.
9. Right of retention
9.1. Hubel Marine is entitled to exercise the right of retention on goods, monies and/or documents, that Hubel Marine has under it in connection with the agreement with the Client, for what the Client is or shall become due to Hubel Marine, with regard to the concerned agreement as well as earlier or later agreements concluded with the Client.
9.2. Complaints of whichever nature do not suspend payment obligations and/or other obligations of the Client towards Hubel Marine.
10. Force Majeure
10.1. Hubel Marine shall not be liable or deemed to be in default in the compliance with its obligations, if the non or non-timely performance is due to causes lying outside its powers or reasonable control.
10.2. There is an instance of Force Majeure in cases of, but not limited to, circumstances like trade restrictions, embargo’s, sudden (cost) price increases, government measures, war, strikes, blockades, accidents, fire, explosion, drop-out of machines or other enterprise disruptions, power cuts, telecommunication disruptions, cyber-crime or any other events lying outside the direct control of Hubel Marine that have led to non or non-timely compliance by Hubel Marine and/or its suppliers and/or subcontractors.
10.3. The execution of the agreement shall be suspended for as long as the force majeure situation continues, notwithstanding the right of Hubel Marine to dissolve the agreement in case of Force Majeure.
11. Exclusion and limitation of liability/indemnification
11.1. Hubel Marine is towards the Client not liable for any damage or costs, of whichever nature, direct or indirect, therein included consequential damage (including, but not limited to, stagnation damage, missed profits, loss of goodwill, fines etc.), irrespective of whether this finds its cause in the non- compliance with the agreement with the Client and neither with regard to services otherwise executed by Hubel Marine, given instructions, provided information and/or advice, a wrongful act or other legal ground.
11.2. The Client indemnifies Hubel Marine for all claims of third parties for compensation of damage, product liability therein included, connected with (the use of) the performances executed by Hubel Marine under the agreement with the Client.
11.3. Any liability of Hubel Marine on whichever basis, legal ground and under whichever circumstances, which liability might not be excluded or limited on the basis of the GTC, is in all instances limited to the maximum of 50% of the amount of the invoice.
11.4. The Client indemnifies Hubel Marine, its personnel and the third parties deployed by it, for claims of third parties towards whom Hubel Marine, its personnel and the third parties deployed by it, cannot make a claim on the GTC.
11.5. Insofar a claim on the GTC does not legally come to Hubel Marine for whichever reason by law, then its liability is limited to (a) the amount that the insurer of Hubel Marine pays out in that respect increased with its own risk under the policy or (b) in the absence of any pay-out to the amount that has been received by Hubel Marine for the services to which the liability relates.
11.6. A claim on the limitations of liability also belongs to employees involved by Hubel Marine, its director(s), company management, representatives, suppliers and subcontractors.
11.7. The stipulations in the GTC are not intended to exclude or limit liability entirely for damages caused by wilful intent or conscious recklessness by the directors of Hubel Marine.
12. Time-bar and expiry of claims
12.1. Any claim of the Client, included any dispute, controversy or any other issue under the agreement shall be considered time-barred (in Dutch: verjaard) by the mere lapse of a period of 6 (six) months and expire (in Dutch: vervallen) by the mere lapse of 12 (twelve) months after the claim has arisen unless such claim has been filed and legal proceedings have been instituted in relation to such claim before the 3 competent court not later than 6 (six) respectively 9 (nine) months.
13.1. In the event of non-timely payment of the invoice or a part thereof, the Client is in default by law, without any notification of default being required. In that event Hubel Marine is authorised to charge the Client with all costs to be made for the collection of the outstanding amount in-court and out-of-court, inclusive of the cost of lawyers.
13.2. The costs for late payment amount to at least 10% of the amount due, while Hubel Marine furthermore has a claim to statutory commercial interest rate then applicable.
13.3. If the Client is more than thirty days in default with the compliance of its payment obligations and/or other obligations, then Hubel Marine is authorised to suspend its performance or – at its sole discretion - to dissolve the agreement immediately out-of-court.
13.4. In case of default the Client is liable for all damage suffered and/or yet to be suffered and costs incurred by Hubel Marine deriving from the shortcoming of the Client in the compliance with the agreement.
13.5. Payments by the Client serve firstly for the reduction of the interest due and costs and subsequently to the invoices that stand out the longest.
14.1. Notwithstanding and in addition to the stipulations in the GTC, Hubel Marine is authorised to terminate each agreement with the Client with immediate effect, without an intervention of the courts being required and without Hubel Marine being required to any compensation of whichever damages, if:
a. there is reasonable doubt regarding the financial soundness of the Client or in case of late payment or if against the Client an attachment on parts of its capital has been put;
b. the Client files for suspension of payment, files itself for bankruptcy or if a request for bankruptcy of the Client has been submitted;
c. the Client is liquidated, dissolved or dies.
15.1. The Client is required to strict confidentiality and secrecy of all knowledge and information obtained from Hubel Marine in the context of conducted discussions, negotiations and other communications prior to and during and after the conclusion of any agreement between parties, including prices, brochures and other commercial information, including the enterprise or conduct of enterprise of Hubel Marine, customers of Hubel Marine etc. (hereinafter: “confidential information”).
15.2. The Client shall refrain from providing confidential information to third parties or to make 4 hereof (otherwise) commercial use, without prior written consent of Hubel Marine.
15.3. This stipulation remains, for the avoidance of any misunderstanding, also in force after termination of any agreement with Hubel Marine.
16. Partial nullity
16.1. Should any stipulation of the GTC be null or be annulled, then the other stipulations shall completely remain in force.
16.2. Hubel Marine shall then replace the null or annulled stipulation(s) of the GTC by new, legally permissible stipulation(s) whereby as much as possible the purpose and scope of the null or annulled stipulation(s) shall be observed.
17. Applicable law and dispute resolution
17.1. Any agreement concluded with Hubel Marine shall be construed, interpreted and governed by the laws of the Netherlands, with the exclusion of any other (national or international) law system to the extend not mandatory applicable to the agreement.
17.2. All disputes, such as claims, controversies and all other issues arising out or in connection with an agreement with Hubel Marine are to be submitted to the exclusive jurisdiction of the Court of Rotterdam, the Netherlands. Hubel Marine may however at its sole option also bring suit against the Client before the court at the place of the domicile of the Client and/or where an asset belonging to the Client is seized in relation to such dispute.
This page is intentionally left blank.