General Conditions of Noordermeer Legallships

 

1.          Definitions

1.1        In  these general conditions the expressions mentioned below shall have the meaning set out thereafter:

              -      “assignment”:  every assignment given by any client to the contractor;

              -      “client”:  every party that gives an assignment to the contractor or that enters into an agreement with                        or gives any form of undertaking to the contractor, or uses the services of the contractor;

              -      “contractor”: A.J. Noordermeer, trading under the name Noordermeer Legallships;

              -      “third party”: the legal entity or natural person not being an employee of the contractor, consulted or                        brought in by the contractor for the performance of the assignment;

              -      “business trips”: business trips made by the contractor in connection with the performance of the                              assignment. 

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2.          Nature of services and activities

2.1        The nature of services and work of the contractor comprises the giving of legal advice on a multitude of                  areas of the law related to the maritime industry, the giving of advice in the field of the financing of ships,                the restructuring thereof, the building and sale and purchase of vessels, the registration of vessels and the                deletion thereof, both national and international, as well as in the field of insolvency of shipping                                companies, the enforcement of security and all other matters having any relevance with the foregoing.   

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3.          Applicability

3.1        These general conditions shall apply to the legal relation between the contractor and the client and their                    respective successors. Changes or derogations thereof are only valid if agreed in writing.

3.2        If any provision of these general conditions appears to be ineffective, such ineffectiveness shall to the                      extent still necessary be limited to that provision only and the other provisions shall remain in full force                  and effect.

3.3        The applicability of any general conditions of the client, regardless their name, is expressly rejected.

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4.          Provision of information by client

4.1        The client grant the contractor all cooperation and give all information, data and documents in good time                which are reasonably required for agood performance of the assignment, in the absence of which the                        contractor shall be entitled to suspend the performance of the assignment and to charge the costs caused                  thereby to the client.

 

5.          Agreement and undertakings

5.1        The agreement between the client and the contractor becomes effective by the acceptance by the contractor              of the assignment given by the client.

5.2.       All undertakings of the contractor towards the client are effort directives (“inspanningsverbintenissen”)                    and not result directives (“resultaatsverbintenissen”).

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6.          Fees , costs, invoicing and payment

6.1        Unless expressly otherwise stated, all fees quoted by the contractor are inclusive of all costs with the                        exception of VAT (“BTW”) and travel expenses.

6.2        Payment of the amount invoiced by the contractor is to be made without any deduction, withholding,                        discount or set-off within 14 days after date of invoice by transfer of the amount owed by the client to such              account as the contractor has directed.

             In case the client fails to pay within the stated time of payment, the client shall be in default (“verzuim”)                  without any notice of default (“ingebrekestelling“) whereupon the contractor shall be entitled to charge the              statutory interest (“wettelijke rente”) to the client as from the due date until the date of final payment                        without prejudice to the contractor’s other rights.

6.3        In case of any failure to pay, all extrajudicial costs are for account of the client. The extrajudicial costs  are              in advance determined to be 15 % of the amount owed by the client to the contractor.

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7.          Suspension  

7.1        The contractor is entitled to suspend the (further) performance of the assignment:

              -      if the client is in default with the payment of any amount owed to the contractor;

              -      if the client fails to provide the contractor with any information or documentation required for the                            performance of the assignment; 

              -      upon the occurrence of any circumstances on the part of the contractor beyond his control or which                          could not be foreseen at the time the agreement became effective, and as a result of which the                                    contractor cannot be reasonably required to continue the performance of the assignment;

              -     in case of illness or holidays of the contractor.

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8.          Termination and cancellation

8.1        If the agreement is a term contract (“duurovereenkomst”) the agreement can be terminated by each party                  with a month’s notice by registered letter to the other party. This letter must have reached the other party                  before commencement of the term of notice.

8.2        The contractor is entitled to cancel the agreement in whole or in part without judicial intervention, without              any notice of default being required and without being bound to any compensation if:

              -      the client fails to perform any obligation under the agreement;

              -      the clients is declared bankrupt, or a suspension of payment has been granted to the client, whether                          temporary or not.

 

9.          Secrecy

9.1        The contractor is kept to secrecy, both during and after the end of the agreement, of all matters of which                  the secrecy has been enjoined by the client to the contractor or of which the contractor ccould reasonably                suspect the confidential nature.

9.2        Without the prior written consent of the contractor the client shall make no communication to others and                  not share any information, documentation or correspondence with others relating to the method, advice or                activities of the contractor.  

9.3        Upon violation of any of the foregoing the violater forfeits an immediate penalty of € 5.000,-- per                            violation which shall not be subject to judicial moderation without prejudice to the right of the other party                to claim compensation of the full damage suffered by him.

 

10.        Liability and responsibility

10.1      Every liability of the contractor towards the client is limited to the amount that is invoiced to the client for              a specific assignment in an occurring case and received by the contractor.

             The contractor is never liable for:

             -      consequential damage;

             -      damage arising from any incorrect or incomplete information or data given by the client to the                                  contractor; and     

             -    damage resulting from any defect in the power and authority to represent any legal entity                                      (“rechtspersoon”) whether incorporated under the laws of The Netherlands or not.                  

             The contractor is never responsible for the validity and legality of agreements, obligations and other legal                acts which are governed by an other law than Dutch law.

             

11.        Forfeiture of  rights of action

11.1.     Rights of action and other rights and powers of the client resulting from or in connection with the                              performance of the assignment  are barred in any event one year after the moment the client became                        known or could reasonably have become known with the existence of those rights and powers.

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12.        Applicable law and dispute settlement

12.1      The legal relationship between the contractor and the client shall be governed by Dutch law.  Exclusively                the Rotterdam court shall be competent to settle any dispute between the client and the contractor. 

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The above contains an office translation in English of the Dutch text. In case of any difference or discrepancy between the English text and the Dutch text or in the interpretation thereof, the Dutch text shall prevail.