1.  Scope and applicability

The present general terms and conditions shall govern any and all relations between NAVITEC MARINE SERVICES (hereinafter: NAVITEC) and the client, to the exclusion of the latter’s own general terms and conditions (including if disclosed or submitted at a later time than the present general terms and conditions). No cancellation of an order passed to NAVITEC shall be valid unless given in writing and subject to NAVITEC’s consent in writing. In such event, the client shall owe ipso jure, no formal demand being required, a lump-sum compensation in the amount of 10% of the value of the contract with NAVITEC.

2.  Liability

3.  Price

The price to be paid for the services or goods provided is the amount stated in the invoice; the price as stated is exclusive of VAT.

4.  Performance

5.  Force Majeure

Any act of God or similar event of force majeure shall relieve NAVITEC ipso jure of any and all liability in respect of the client and/or third parties, whereby NAVITEC shall have no duty to give formal notice or invoke the circumstances beyond its control. Are deemed acts of God relieving NAVITEC of its liability: delays in the delivery of goods or supplies or the completion of work by subcontractors, war, rebellion, riots or civil disturbances, acts of sabotage, fire, explosions, theft, floods, unavailability of qualified personnel, strikes or lock-outs, illness and other health issues, defective packaging, fuel shortages, electricity or gas fall-outs, shortage of tools or materials required for the contract work, lack of berthing space in the dry-dock. The foregoing enumeration is not exhaustive.

6.  Payments

The price of the contract work/goods shall be paid in full upon NAVITEC’s completion of the work or, the case being, delivery of the goods, unless the parties have agreed to different terms of payment. Client accepts that NAVITEC’s invoices in relations to the services rendered are sent electronically. Client is responsible and liable to provide NAVITEC with the actual e-mail address to which NAVITEC‘s invoices have to be sent. Client is responsible and liable in case the invoice(s) are not received due to a technical failure, spam filters or overloaded mail boxes of the Client’s e-mail system. Hence, once the invoice is sent to the email address provided by the Client, the invoice is deemed to be received by the Client. NAVITEC however shall have the right to demand advances against the contract price, to be paid on the dates and in the manner as stipulated from time to time. Payments shall be effected in cash at NAVITEC’s registered office/principal place of business. Unless parties should have agreed differently, payments must be effected in EURO.

Without prejudice to any varying arrangements made part of these general terms and conditions, NAVITEC’s invoices can only be validly challenged within a period of 8 days following the invoice date. All complaints must contain a detailed description of the reason or reasons why the invoice is challenged and shall be forwarded to NAVITEC by registered letter. In the event of non-payment of the agreed price or any part thereof on the mature date, the price of the work or delivery shall be incremented ipso jure, no prior notice of default being required, with interests on overdue payments at 12% per annum, to be reckoned as of the day on which payment should have been received. In addition, a compensation in the amount of 10% of the agreed price shall be owed (with a minimum of 250.- euros), in order to defray the administrative costs of handling the delayed payment. In the event that any sum or any part thereof owed by the client on account of work performed and/or goods delivered should remain unpaid on the due date, the balance of all other sums owed, even if not yet matured, shall become due and payable ipso jure, no prior notice of default being required. The client shall under no circumstance be entitled to withhold payment of sums due under the contract on account of a plea of exceptio non adimpleti contractus. The provisions regarding interests and compensation due in the event of non-payment, the agreement shall, at NAVITEC’s option, be terminated ipso jure, no prior notice of default being required and upon mere notification to the client, and the client shall be found in breach/repudiation of contract in any of following events:

  1. if the client failed to fulfil in time his obligation of payment or any other obligation undertaken in respect of NAVITEC;
  2. if the client is declared a bankrupt;
  3. if the client applied for composition or obtained any other form of relief from his creditors;
  4. if the client was put into liquidation or becomes officially insolvent;
  5. if NAVITEC’s trust in the client’s ability to face his financial obligations is undermined as a result of acts of execution by order of the court and/or other demonstrable events as a result of which NAVITEC’s faith and reliance in the proper and due satisfaction of the client’s obligations would become impossible or unwarranted;
  6. if the (work) conditions aboard the ship or on the work premises are deemed a hazard to the safety of NAVITEC’s staff, agents, servants, representatives, subcontractors, etc… or are such that the performance of NAVITEC’s duties is prevented.

In any of these events, the agreement will be terminated and the client shall be found in breach/repu- diation of contract subject to NAVITEC’s right to claim damages and compensation. Termination of the contract under the conditions as described in this clause shall never entitle the client to claim damages or compensation from NAVITEC.

7.  Warranties

The client undertakes and warrants to provide NAVITEC with all relevant information regarding its solvency whenever so requested by NAVITEC and at his own initiative whenever his ability to discharge his financial obligations under this agreement is jeopardized. NAVITEC shall at all times be entitled to demand that the client shall provide sufficient securities to guarantee and confirm his compliance with his obligations under this agreement.

8.  Retention of Title

All goods delivered by NAVITEC will remain NAVITEC’s property until full and final payment of the price, including incidentals (interests, costs, etc.), of the goods. This retention of title shall also extend to any goods and materials covered by this clause and processed, transformed, made part of or incorporated into other products. However, the risks pertaining to such goods shall pass onto the client as of the moment of the delivery on quay or on site, or at any other venue stipulated in the contract. As of that instant, the client shall be fully responsible for the goods and consequently be liable in the event of loss, deterioration, etc of such goods, regardless of the cause or origin of same.

9.  Disputes

In the event of a dispute between the parties, the Courts of Antwerp shall have sole jurisdiction and be competent to hear and adjudicate any claims. Belgian law shall be applicable between the parties.

10.  Nullity

The fact that one or several of the clauses of this agreement should prove to be invalid on unenforceable shall in no way affect or impair the validity of the remaining clauses of this agreement.