Article 1 – Definitions
For the purpose of these General Terms and Conditions following definitions shall apply:
1. MARINE ONE: a private limited company with registered office at Salvialei 72, 2900 Schoten (Belgium) with enterprise number BE1022.126.513
W: https://www.MarineOne.be
E: office@marineone.be
T: +32 472 49 82 41
2. “Client”: the natural or legal person at whose request or on whose behalf MARINE ONE provides its services.
3. “Party”: MARINE ONE or the Client.
“The Parties”: MARINE ONE and the Client.
Article 2 – Application
1. These General Terms and Conditions govern all services rendered by MARINE ONE to the Client and consequently constitute an integral part of each contract entered into between MARINE ONE and the Client. The General Terms and Conditions of MARINE ONE do not only apply to the Client’s initial order placed with MARINE ONE but also to all subsequent orders, unless otherwise agreed in writing for a specific order.
Consequently, by concluding an agreement (placing an order, accepting a quotation, executing of payment,…) the Client accepts that the General Terms and Conditions make an integral part of the contractual relationship between MARINE ONE and the Client.
2. The Client’s General Terms and Conditions shall not apply unless the parties have agreed otherwise in writing.
3. Agreements which deviate from one or more clauses of these General Terms and Conditions shall only replace the clause or clauses from which they deviate. The remaining clauses shall remain fully applicable.
4. If one or more provisions of these General Terms and Conditions is/are found to be invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions of these General Terms and Conditions. The Parties undertake to immediately replace such invalid or unenforceable clause by a mutually agreed clause that approaches the purport of the original clause as much as possible.
5. MARINE ONE reserves the right to change the present General Terms and Conditions at any time.
In the event of any change, the amended General Terms and Conditions will be accessible on the website and the version displayed on the website is the latest version in force. The revision version and date can be found in the footer of the General Terms and Conditions.
Article 3 – Subject of the Services
1. The services of MARINE ONE may include, inter alia, general survey assessments and consultancy and all related activities.
The parties shall agree on the exact subject matter of the services of MARINE ONE when a (new) assignment has been entrusted and/or at the commencement of the activities and may expand and/or modify it, if necessary, during the performance of the services by mutual agreement.
The Client agrees that the determination of the exact subject matter of the services and the possible extension(s) and/or modification(s) thereof may be determined, in any format, and, inter alia, may be apparent from correspondence, from the acceptance (even tacit) of work performed and/or the payment of invoices.
2. MARINE ONE commits, except when explicitly agreed otherwise in writing, to have an obligation of efforts and not of result.
In performing the assignment, MARINE ONE will carry out the works to the best of its ability and will use the appropriate competence and care that can be reasonably expected of a good service provider in similar circumstances.
Article 4 – Obligations and responsibilities
1. Except if parties have agreed otherwise in writing, MARINE ONE determines the method according to which the works will be carried out.
2. The Client shall – without delay - provide MARINE ONE in writing with all information required for the optimal and safe performance of its services, both at the commencement of the agreement and during its term, and where necessary, at the request of MARINE ONE.
MARINE ONE is not liable for any damages arising from late, incomplete, inadequate, inaccurate or ambiguous information provided by the Client.
3. MARINE ONE shall inform the Client about the performance of its services and the progress of the file in a punctual manner.
4. MARINE ONE shall store all files entrusted to it for a period of 5 years after the works have been completed, terminated or suspended. The Client shall as soon as possible reclaim the original documents and/or objects which it had previously provided to MARINE ONE, if so desired. After the aforementioned 5 year period, the file is permanently destroyed.
5. MARINE ONE undertakes not to disclose any information provided in confidence by the Client to any third party and will not permit access to such information by any third party unless the Client expressly grants permission.
This obligation does not apply if the parties are obligated to disclose this information on legal or regulatory grounds, following a judgment of a court or an arbitrator or if for the sake of good and proper performance of the works this information needs to be disclosed to a third party.
The obligation of confidentiality does not apply to information which was already known to MARINE ONE or the Principal prior to the conclusion of the agreement, to information which has been legitimately obtained by third parties, to information which is publicly available or knowledge which has been acquired by the experts of MARINE ONE while carrying out their professional activities.
Article 5 – Use of Subcontractors and other specific third parties
1. MARINE ONE shall have the right to have all or part of the agreement performed by subcontractors. MARINE ONE shall remain fully liable for the due performance of its obligations under these Conditions.
2. If MARINE ONE deems it necessary for the proper execution of the services, it shall be entitled to rely on the assistance of and appoint other specific third parties (for example a laboratory, an inspector, a translator,…).
In such cases, MARINE ONE shall act diligently and with proper care to represent the interests of the Client, but only in its capacity as intermediary. Mentioned other specific third parties are chosen on behalf of and for the account of the Client, who shall be deemed to have contracted these third parties directly.
The fees and costs/remunerations of these other specific third parties shall be borne in full by the Client. Depending on the circumstances and the amount due, the fees/costs/remuneration may be paid by the Client directly to these parties or may be advanced by MARINE ONE and invoiced to the Client. If MARINE ONE considers it necessary, an advance invoice shall be issued to the Client.
3. If MARINE ONE, either in its own name or on behalf of the Client, concludes agreements with other specific third parties, the standard terms and conditions applied by these third parties will be accepted, even if such standard terms and conditions contain a provision that completely excludes the liability of this third party or which (to a large extent) limits the liability, or which contains a provision on jurisdiction (whether or not arbitral), or a choice of law clause and/or a warranty clause. MARINE ONE is entitled to invoke the terms and conditions of this other specific third party against the Client.
Article 6 – Payment terms
1. MARINE ONE may periodically charge the Client for its services, office expenses and any costs advanced to the Client periodically or per assignment by means of an invoice.
2. Unless otherwise agreed in writing, the services performed shall be charged on the basis of the units worked and according to the basic hourly rates applied by MARINE ONE.
MARINE ONE may adapt its basic hourly rate, according to the nature of the case, the difficulty of the case and the urgency of the task.
3. Except if parties explicitly agree otherwise in writing, an estimate of the time needed to carry out the works provided by MARINE ONE is merely an indication and estimation based on the information available and cannot be construed as a binding fee agreement.
4. All tariffs as used and/or mentioned in the offers or agreements are exclusive VAT, administration costs, travel costs, costs paid by and/or due to third parties and/or other costs paid by MARINE ONE while carrying out the assignment.
5. Unless otherwise agreed in writing, the currency of the invoices shall be EURO.
6. MARINE ONE reserves the right to request the Client for an advance, prior to and during the course of its activities, by means of an advance invoice and to only commence or continue its activities following payment of it.
An advance is a fixed amount that the Client must pay to MARINE ONE prior to a detailed interim or final invoice. All advances are taken into account in the final statement.
Advances may always be requested, if the nature of the case and/or the activities to be performed require this and/or in case costs must be advanced.
New Clients may be requested to pay an advance before commencement of the services by MARINE ONE, the amount of which shall depend on the activities to be performed and the costs to be incurred.
7. If MARINE ONE is charged taxes of whatever kind that arise in connection with the performance of the assignment, MARINE ONE is entitled to pass these on in full to the Client, even if MARINE ONE has already issued a final invoice.
8. Any expenses that the payment of an invoice might entail, such as bank costs, shall be borne in full by the Client.
9. The Client is deemed to have agreed upon the invoices issued by MARINE ONE if they are not protested within a period of fifteen (15) days counting from the invoice date. Each protest must be specific and justified.
10. Except if parties have explicitly agreed otherwise, all invoices issued by MARINE ONE are payable within thirty (30) days of the invoice date.
11. The place of payment is the registered office of MARINE ONE.
12. The fact that the Client in its turn is not paid by its client shall have no effect on the Client’s payment obligation vis-à-vis MARINE ONE.
13. In case the Client ceases its activities or transfers its activities to any third party, the Client is obliged to pay for all services and costs for the services rendered for and on behalf of the Client, even if the file has not been terminated. The Client is not authorized to transfer or cede its obligation of payment to any third party taking over the Client’s portfolio, unless with the express advance approval of MARINE ONE.
Article 7 – Late or non payment
1. Except in case the Client is a consumer in the sense of the Belgian Code of Economic Law, he/she will automatically and without formal notice be liable to pay default interest calculated at the rate provided in the Act of 2 August 2002 on combating late payment in commercial transactions and a fixed compensation equal to ten percent (10%) of the principal amount, without prejudice to MARINE ONE right to recover the full legal costs from the Client in case of legal recovery. Also, in such case, MARINE ONE is entitled, without notice, either to suspend the performance of its services until all amounts due have been paid in full or to terminate the contract with the Client with immediate effect. MARINE ONE shall not be liable for any damage that would result from the suspension of its services or the termination of its agreement with the Client.
2. If, on the other hand, the Client is a consumer within the meaning of the Code of Economic Law, in the event of non-payment within a period of fourteen (14) calendar days after notice of default, he/she will owe default interest calculated at the rate provided for in the Act of 2 August 2002 on combating late payment in commercial transactions.
In addition, if the balance due is less than or equal to EUR 150.00, the Client will owe a fixed compensation of EUR 20.00. In case the balance due is between EUR 150.01 and EUR 500.00, liquidated damages of EUR 30.00 plus 10% of the amount due on the tranche between EUR 150.01 and EUR 500.00 will be due. In case the balance due exceeds EUR 500.00, a lumpsum compensation of EUR 65.00 plus 5% of the amount due on the tranche above EUR 500.01 with a maximum of EUR 2,000.00 shall be due.
The above is without prejudice to MARINE ONE right to recover all legal costs from the Client in case of legal recovery. In addition, if the Client remains in default for a period of fourteen (14) calendar days following a notice by MARINE ONE, MARINE ONE is entitled to either suspend its services until all amounts due have been paid in full or to terminate the contract with the Client with immediate effect. MARINE ONE shall not be liable for any damages that would result from the suspension of its services or the termination of its agreement with the Client.
3. If the Client (in the same or in connection to another matter) fails to pay any of the invoices issued by MARINE ONE (in full or on time) in accordance with 7.1 and 7.2, MARINE ONE shall be entitled to suspend the execution of any of its works and or any other contractual obligation until said invoices are paid in full.
Article 8 – Liability
1. MARINE ONE is only liable for the material damage and/or loss which is the direct consequence of its proven fault.
2. MARINE ONE’s professional liability is insured up to an amount of EUR 250,000.00. A copy of the insurance certificate will be made available to the Client upon request and free of charge.
3. The professional liability of MARINE ONE is limited to the amount that is actually paid by its professional liability insurance reduced by any applicable deductible. Thus, the Client acknowledges that MARINE ONE and its experts are only liable for damage resulting from their professional errors up to the amount actually paid by their insurers.
4. If, for whatever reason, the insurers are not obliged to pay compensation, the liability of MARINE ONE, its experts, its subcontractors and third parties appointed by MARINE ONE for all damage or loss arising from shortcomings in the performance of the agreement shall in any event be limited to a maximum sum of three times the amount of the invoice issued and/or the fee due for the executed works (VAT excl) by MARINE ONE to the Client for the relevant order, with a maximum total amount of EUR 25,000.00 per event or series of events caused by one and the same cause. The aforementioned liability does not apply in the event of intent on the part of MARINE ONE.
MARINE ONE and its experts are not liable for any damage which ensued from the acts or omissions of specific third parties upon whom MARINE ONE has relied in accordance with article 5 of these General Terms and Conditions, regardless of whether these third parties charge their fees and costs to MARINE ONE or directly to the Client.
5. MARINE ONE is not liable for any immaterial, indirect and/or consequential damage such as but not limited to economic loss, loss of profits, delays, demurrage, fines, etc.
6. The Client accepts and agrees that the directors, the permanent representatives and shareholders of MARINE ONE cannot be held liable on a non-contractual basis.
7. MARINE ONE and its experts shall not be held liable for loss of or damage to equipment and other items placed at its disposal by or on behalf of the Client.
Article 9 – Indemnity
The Client shall indemnify, defend and hold harmless MARINE ONE, its experts, subcontractors and third parties appointed by MARINE ONE from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities in respect of claims of third parties that arise out of the performance of he agreement and that result from an act or omission from the Client.
Article 10 – Lapse and time-bar
1. The Client shall notify MARINE ONE in writing of every complaint relating to any alleged shortcoming by MARINE ONE while carrying out its services and/or relating to any invoice, within 15 days after the Principal has been made aware of the alleged shortcoming or within 15 days after the invoice has been issued if the complaint only relates to the invoice.
The complaint shall contain a detailed description of the alleged shortcoming, or the objection to the invoice.
2. If the Client fails to submit a timely and substantiated complaint with MARINE ONE in accordance with article 10.1, any right to compensation from and/or compliance by MARINE ONE expires/lapses.
3. All claims against MARINE ONE, on whatever basis or for whichever reason, become time-barred after one year, period starting from the submission date of the report to the Client or from the date of the final invoice issued by MARINE ONE if no final report is required/issued.
Article 11 – Termination
The Client and MARINE ONE each have the right to terminate the agreement at any time with immediate effect and without justification.
Notice of termination must be given in writing.
The Client is obliged to pay for all activities and costs up to the date of termination of the agreement. MARINE ONE shall draw up a final invoice and send it to the Client.
MARINE ONE shall return the Client’s file immediately on request.
MARINE ONE is not liable for any damage resulting from the Client’s termination of his agreement.
Article 12 – Force majeur
If MARINE ONE is unable to fulfil its obligations under the agreement – in full or in part – as a result of circumstances which cannot be attributed to MARINE ONE, which were unforeseeable and/or were reasonably unforeseeable and/or unavoidable, including but not limited to natural disasters (such as flooding, storm, hurricane, lightning, snow, drought,…), social unrest (strike, demonstration, lock-out, trade war,…), sickness or death of surveyors of MARINE ONE, power outages and or telecommunication interruptions, cyber-attacks, accidents (fire, explosions, machine failures,…), safety limitations and/or limitations of access or other restrictions or prohibitions imposed by third parties, including government interventions (fiscal measures, expropriation, import and export embargoes,…), these obligations are suspended until MARINE ONE can resume its activities as usual.
Article 13 – Intellectual property
MARINE ONE retains the intellectual ownership of all products delivered by it or of any other materials that are created in performance of the Assignment.
The Client does not have permission to fully or partially amend/edit/modify the reports drafted by MARINE ONE in any way, shape or form and/or to use or spread these amended/edited/modified reports.
Article 14 – Samples
In connection with the performance of the Assignment, MARINE ONE can – whether or not at the Client’s express request – take samples into its custody.
MARINE ONE is entitled to refuse to take custody of samples or to pose additional conditions for doing so.
After performance of the Assignment, MARINE ONE will preserve the samples during a 12- month period, counting from the date of the assignment, after which the samples will be destroyed. The period of custody can be extended at the Client’s express request.
All costs incurred in connection with the preservation and destruction shall be borne by the Client.
Article 15 – Jurisdiction
1. The Parties shall undertake reasonable efforts to settle any disputes that may arise in the framework of the contract out of court and to reach an amicable settlement.
2. If a legal dispute between MARINE ONE and the Client is brought before court, this dispute shall be governed by Belgian law and settled in accordance with these General Terms and Conditions. All disputes between the parties are subject to the exclusive jurisdiction of the Antwerp courts, Antwerp Divisions.