Terms and Conditions

Terms & Conditions

1 Definitions

In these General Conditions of Purchase, hereinafter to
be referred to as "the Conditions":

Company:
means the contract party as indicated on the Purchase
Order or other correspondence relevant to the Contract,
being the company with limited liability RollDock Shipping B.V.
Request for quotation:
means any request for quotation from the Company.
Purchase Order:
means any written order placed by the Company with any Supplier.
Supplier:
means every person or corporation with whom the Company
places a Purchase Order or negotiates or
concludes a Contract.
Contract:
means every contract of purchase which is made between
the Company and the Supplier, each and every change
or addition made to any such Contract, as well as all
(legal) acts performed for the purposes of preparing and
execution of any such Contract.

2 Parties to the Contract

The Supplier and the Company are the sole parties to
the Contract.

3 Scope of application

3.1 These Conditions are part of all Contracts and shall apply
to all (legal) acts incidental thereto performed by the
Supplier and by the Company.
3.2 The Company expressly excludes applicability of any
general or specific conditions or terms of the Supplier.

4 Conclusion of a Contract

A Request for Quotation shall not bind the Company and
serves only as an invitation to the Supplier to submit an
offer. Only after a Purchase Order has been forwarded a
contract with the Supplier is concluded. Changes or
additions to any of the provisions of these Conditions or
a Contract shall be valid only if recorded by the Company in writing and shall apply only to the individual
Contract concerned.

5 Prices

The agreed prices shall be fixed prices and be expressed
in the agreed currency and include if applicable VAT,
export duties and excise duties as well as all other charges
or taxes imposed or levied in respect of the products.
Unless otherwise agreed in writing, additional expenses
incidental to the execution of the Contract including
documentation, packaging, loading charges on means of
transport, inland transport and DDP charges, are included
in the agreed price.
5.2 The prices as apparent from the quotation of the Supplier
and confirmed by the Purchase Order are fixed prices
that cannot be amended unless otherwise agreed in
writing.

6 Delivery and time of delivery

6.1 To the extent that the parties have agreed to trade terms
which are customary in trading, such as but not limited
to Ex-works, FCA, FAS, FOB, CIF, DDP and C&F, the most
recent version of the Inco terms shall apply, unless
expressly agreed otherwise.
6.2 Delivery shall take place according to the agreed trade
term at the address stated in the Purchase Order. If no
trade term has been agreed, delivery shall be DDP.
6.3 The Supplier shall add to any consignment to be delivered
a packing list, which clearly indicates the nature and
quantity of the goods packaged. The Supplier shall also
add a consignment note including corresponding delivery
and/or order numbers.
6.4 The Supplier shall for his own account and risk accurately
observe the requirements set by the Company with
respect to packaging and/or safety. The packaging shall
at any rate meet the statutory requirements concerned.
The Supplier shall also observe all instructions given by
the Company with respect to preservation,
marking, and dispatch, certification and documentation.
6.5 If required by the Company, the Supplier shall within two
days after receipt of the Purchase Order issue a
manufacturing schedule. If required by the Company, the
Supplier shall update the schedule.
6.6 The Company shall be entitled to change the address of
delivery and the time of delivery at all times. In the event
of change of time of delivery the Supplier shall, at his
costs, keep and secure the goods sold in proper packaging
and clearly identifiable as sold to the Company and take
all required measures to prevent reduction of quality,
such until the time of actual delivery of the goods.
6.7 At the date on which the Supplier knows or should know
that he either cannot, cannot timely or cannot properly
perform his obligations under the Contract he shall
immediately notify the Company thereof in writing and state
the circumstances which form the basis of such nonperformance,
without prejudice to the provisions of article
13 of these Conditions.

7 Force Majeure

7.1 In case of force majeure either party may suspend its
obligations under the Contract. If the force majeure
continues for a period of more than four weeks, either
party may terminate the Contract without judicial
interference and without any obligation to pay damages.
7.2 Force majeure means circumstances that prevent the
fulfilment of the obligation under the Contract and that
cannot be brought for the account of the party invoking
force majeure. Strikes, production and supply interruptions,
breakdown of machinery, failure by sub-contractors, lack
of personnel are not regarded as force majeure.

8 Workmanship

Materials will be manufactured in accordance with the
manufacturer's standards, rules and regulations as imposed
by the Company and/or regulatory bodies. In case of
conflict between manufacturer's standards, rules and
regulations as imposed by the Company and/or the
regulatory bodies, the highest requirements shall prevail.

9 Drawings and technical data

9.1 The Supplier shall supply to the Company and, if applicable,
to the regulatory bodies three copies of all technical data
and drawings of which one of each will be returned bearing
the Company's "Approved for construction" stamp including
comments, if any.
9.2 With the delivery of the goods Supplier shall issue to the
Company all "as built" drawings, installation and
maintenance manuals and further technical data in
threefold.

10 Classification / certification

If classification/certification by a regulatory body is
applicable, the obtaining of such classification /certification
will be the responsibility of the Supplier. Unless otherwise
agreed, the costs for obtaining such
classification/certification will be for the account of the
Supplier.

11 Language

All documents and correspondence will be in the English
or Dutch language.

12 Inspection upon delivery and acceptance

12.1 On delivery, the goods shall be accepted only if delivered
undamaged and on the face of it meet the agreed
requirements.
12.2 If after unpacking or during commissioning of ordered
goods it turns out that the goods do not or not fully meet
the agreed requirements, the Company shall
notify the Supplier in writing that the goods have not
been accepted.
12.3 Acceptance as defined in paragraph 1 of this article does
not exclude invoking non-performance on account of
defects at a later stage.

13 Payment

13.1 The Company will pay the invoices - regarding the goods
accepted by the Company - sent in threefold by the
Supplier and mentioning order numbers within the agreed
term for payment if the invoices and underlying documents
have reached the Company within the same month as
wherein the contract is performed by the Supplier. If any
error(s) in the invoice and/or the underlying documentation
are found the term of payment commences on the day
after receipt of he correct invoices and/or underlying
documents. If the service supplied to the Company is a
transport service where goods have to be delivered to
third parties, the invoice has to be accompanied by a
consignment note signed without reservations by the
consignee of the goods.
13.2 The invoices shall meet the requirements of the Dutch
Value Added Tax Act.
13.3 If partial payment or prepayment has been agreed the
Company shall be entitled, prior to payment being effected,
to instruct the Supplier besides or instead of transfer of
ownership to have an unconditional and irrevocable bank
guarantee issued by a bank which is acceptable to the
Company, such by way of security for the performance
of the Supplier’s obligations.
13.4 If payment by means of a Documentary Credit has been
agreed, all related costs shall be for the account of the
Supplier, unless explicitly otherwise agreed upon.
13.5 Any payment made by the Company shall on no account
mean that the Company waives any right.

14 Warranty and inspection

14.1 The Supplier warrants that the goods delivered by him
are free from defects and shall meet the requirements
of the Contract, including - if given by the Company -
the operating and technical program of requirements.
The Supplier also warrants that the products shall at least
meet the statutory requirements and shall be in accordance
with other governmental regulations (expressly including
EU-regulations) in effect at the time of the conclusion
and performance of the Contract i.e. the actual delivery
of the goods. The goods will have to be fit for their
purpose.
14.2 In case the Contract has regard to the supply of bunkers,
the Supplier warrants that its bunkering equipment is
suitable for delivery and meets all quality and legal
requirements. The supplier will allow surveyors appointed
by the company to perform their duties such as , but not
limited to, quality and quantity survey’s.
14.3 The Company shall have the right to have the goods (or
any part thereof) sold to the Company inspected and
tested by persons or authorities to be appointed by the
Company. For this purpose the Supplier
shall grant access to the locations at which the goods are
produced or stored and shall cooperate in the inspections
and tests as well as provide the required documentation
and information, costs of which being for the account of
the party being wrong. If the Supplier so wishes he shall
have the right to attend the inspections.
14.4 If the goods sold to the Company, regardless of the results
of an earlier inspection, turn out not to meet the
requirements set in the first paragraph of this article the
Supplier shall at the discretion of the Company and for
his own account either replace or repair the goods. This
provision is without prejudice to the possibility that the
Company shall dissolve the Contract in accordance with
the provisions of article 18 hereunder. In urgent cases
and if, after consultation with the Supplier, it may
reasonably be assumed that the Supplier cannot or will
not, not timely or not properly see to repair or replacement
the Company shall have the right to, for the account of
the Supplier, either see to the repair or replacement itself
or have the repair or replacement be seen to by a third
party.
14.5 Goods delivered shall be guaranteed during a period of
at least twelve months after commissioning with a
maximum of twenty four months after delivery to the
agreed delivery point at the port of exit mentioned in the
Contract.

15 Liability

15.1 The Supplier shall be liable for all damage caused by or
to the goods sold as a result of defects or failures of the
delivered goods in accordance with the rules of the Dutch
Civil Code.
15.2 The Supplier shall also be liable for all damage resulting
from spills during the supply of bunkers.
15.3 Unless agreed otherwise in writing, the liability of the
Supplier also has regard to damages caused by a delay
in delivery, damages to property of third parties and other
indirect damages, caused to the Company
or to third parties. The Supplier shall hold the Company harmless from and against claims of third
parties and shall indemnify the Company if
necessary.
15.4 Unless otherwise agreed in writing, the Supplier shall not
be authorized to have a third party, either partly or in
full, (co-)execute the order given by the Company to the
Supplier. Irrespective of approval the Supplier shall remain
responsible and liable for the performance of the Contract.
15.5 The provisions of paragraph 15.3 shall be regarded as a
third-party clause within the meaning of Section 6:253
Netherlands Civil Code. The Supplier cannot revoke this
clause and is made to the benefit of any third party on
no consideration.
15.6 The Company shall not be liable for any loss
sustained by the Supplier or his personnel or by any third
party that the Supplier may involve in the performance
of the Contract. The supplier shall indemnify and save
the Company harmless from and against any claim or
action by third parties relating to the Contract.

16 Intellectual property rights

16.1 The Supplier guarantees that the goods sold to the
Company do not infringe any intellectual property right
of a third party and shall indemnify, defend and hold the
Company harmless from and against claims from third
parties for reason of such infringement
16.2 The Supplier ensures the confidentiality of any information
provided by the Company under a
Contract, such as drawings and specifications.

17 Insurance

The Supplier ensures at all times proper insurance covering
employer's liability, public and passengers' liability and
general liability. Furthermore, the Supplier ensures that
the goods are properly ensured during transportation up
to the place of delivery unless the trade term agreed
indicates otherwise.

18 Default/Termination

18.1 Each and every agreed term set for the fulfillment of any
obligation of the Supplier shall be an absolute deadline.
By the mere expiry of such term the Supplier shall be in
default, irrespective of whether or not prior demands for
performance have been sent to the Supplier.
18.2 The Company shall have the right, without any notice of
default being required, to dissolve the Contract immediately
or to (partly) suspend the performance of our obligations
under the Contract by means of written notification to
the Supplier without any obligation to pay compensation
to the Supplier in any of the following events: the event
referred to in paragraph 1 of this article and in the event
that the Supplier fails to fulfill any other material obligation
in full and/or timely; if the Supplier fails to fulfill any
other obligation despite written demands thereto; if the
Supplier or the person or company who has issued any
guarantee or furnished security for the fulfillment of the
Supplier’s obligations goes into liquidation or discontinues
his/its business or passes a winding-up resolution or a
resolution to discontinue his/its business, or in the event
of (filing) a petition in bankruptcy or suspension of
payments; if any change is made in the composition of
the Supplier’s shareholders/management which in our
reasonable opinion implies a substantial increase of risk;
if an attachment is levied against the Supplier which is
not lifted within 10 days.
18.3 In any of the events referred to in paragraph 2 of this
article the claims of the Company against the Supplier
shall be immediately payable in full.
18.4 The provisions of this article are without prejudice to our
other statutory rights and the rights of the Company
under the Contract.

19 Choice of law and jurisdiction

19.1 These Conditions as well as the Contract shall exclusively
be governed by the law of The Netherlands.
19.2 The United Nations Convention on Contracts for the
International Sale of Goods of 1980 (CISG) is not applicable
to these conditions and the Contract.
19.3 Any dispute arising from the Contract or these Conditions,
unless otherwise prescribed by law, shall
exclusively be submitted to the court of competent
jurisdiction in Rotterdam, always provided that the
Company shall have the right to bring actions, concurrently
or otherwise, against the Supplier in any other courts of
law which have the power to hear and decide on such
cases.