These general conditions apply to all offers, work, tenders and agreements relating to consultancy work between Wasgo Maritime BV and clients or their successors in law.
Tenders made by Wasgo Maritime BV are based on information provided by the client.
The client affirms that it has, to the best of its knowledge, provided all the essential information for the design and implementation of the investigation.
Wasgo Maritime will implement Wasgo Maritime BV services to be provided by it to the best of its understanding and ability and in accordance with the requirements of good workmanship.
This is an 'activity-based obligation' since no guarantees can be given about the achievement of the intended result.
In order for the assignment to be conducted properly and according to schedule as much as possible, the client will provide in good time all the documents and information required by Wasgo Maritime BV.
This also applies to the availability of staff from the client's own organisation who are, or will be, involved in the work done by Wasgo Maritime BV.
Upon the request of Wasgo Maritime BV, the client will provide Wasgo Maritime BV, at no cost, with working space on the client's premises equipped with a telephone connection, and, if required, a telefax and/or DataNet connection.
Third parties will be recruited or appointed by the client or Wasgo Maritime BV for the purposes of the implementation of the assignment solely after mutual consultation.
Wasgo Maritime BV may, in consultation with the client, make changes to Wasgo Maritime BV team if it believes that this is necessary for the implementation of the assignment. The change may not result in an adverse effect on the quality of Wasgo Maritime BV services to be provided or have an unfavourable impact on the continuity of the assignment.
Changes to Wasgo Maritime BV team may also take place at the request of the client in consultation with Wasgo Maritime BV.
Neither party may, during the implementation of the assignment, or within one year after the termination of the assignment, employ staff from the other party's organisation or negotiate with such staff about employment unless this is done in consultation with the other party.
With respect to the rates and the cost estimates based thereon, the tender states or includes the secretarial expenses, travelling time, travelling and accommodation expenses and other assignment-related expenses. In so far as these expenses are not included, they may be invoiced separately.
Any change in the interim to the level of salaries and expenses requiring Wasgo Maritime BV to change its rates or change the other expense reimbursements referred to above will be passed on.
The fee will not include any interest expenses unless stated otherwise in the tender.
The fee and the costs referred to in article 6 and not included in the rates will be invoiced on a monthly basis (where appropriate in advance). Payment should be made within 21 days after the invoice date. After that time, statutory interest will be charged without notice of default being required. If payment is not made, Wasgo Maritime BV may invoke the provision of the Dutch Civil Code (article 6:263) relating to 'onzekerheidsexceptie' to suspend the implementation of the assignment on the grounds that there is reason to believe that the other party may not fulfil its obligations. If the client is in default or if he falls short in any other way in terms of the fulfilment of one or more of these obligations, then all reasonable expenses, both in and out of court, associated with ensuring fulfilment will be for its account.
If the assignment has been given by more than one client, all clients shall be jointly and severally liable for the fulfilment of the obligations as referred to in this article (regardless of the name stated on the invoice).
The client accepts that the scheduling of the assignment may be affected if the parties agree in the Interim to extend or amend the approach, working method or scope of the assignment and/or the resulting activities.
If the interim change affects the agreed fee or expense reimbursements, Wasgo Maritime BV will inform the client accordingly as quickly as possible. If there is an interim change to the assignment or implementation of the assignment as a result of action taken by the client, Wasgo Maritime BV will make the required adjustments if this is required to maintain the quality of the service. If an adjustment of this kind results in additional work, this will be confirmed to the client in the form of a supplementary assignment.
The duration of the assignment may be influenced by all sorts of factors other than the efforts of the consultancy team, such as the quality of the information supplied to Wasgo Maritime BV and the cooperation granted. Wasgo Maritime BV cannot therefore state exactly in advance the amount of time required for the implementation of the assignment.
The assignment will be completed in financial terms as soon as the final invoice has been approved by the client. The client will inform Wasgo Maritime BV that this has happened within 30 days after the invoice date.
If the client does not respond within this time, the final payment will be considered to have been approved. If the client wants an accountant (i.e. a 'registeraccountant') to audit the invoices of a consultancy, due cooperation will be granted. The costs for an audit of this kind will be for the account of the client.
The parties may terminate the agreement prematurely and unilaterally if one of them is of the opinion that the implementation of the assignment is no longer possible in accordance with the confirmed tender and any later additional assignment specifications. The other parties should be informed accordingly in writing, stating the grounds for the termination.
If the client terminates the assignment prematurely, Wasgo Maritime BV shall be entitled to compensation for the plausible loss of utilisation that results, based on the average monthly amount invoiced until that time.
If the client terminates or cancels work prematurely within seven working days prior to the implementation planned by the parties of the tendered work, Wasgo Maritime BV retains the right to invoice the client for the full amount tendered. Wasgo Maritime BV may only invoke its right to premature termination if completion of the assignment cannot reasonably be expected as a result of events and circumstances beyond its influence or that are not attributable to it. Wasgo Maritime BV shall retain its right in these circumstances to the payment of the invoices for work done until that time, while providing the client, subject to approval, with the provisional results of the work done until that time. In so far as this results in additional expenses, these will be invoiced.
If either of the parties goes into liquidation, applies for a suspension of payments or terminates business, the other party shall be entitled to terminate the assignment without a period of notice being required, subject to all the party's rights.
Models, techniques and tools, including software, that have been used for the implementation of the assignment and included in the recommendations or results of the investigation are, and remain, the property of Wasgo Maritime BV. Publication shall take place only after the permission of the consultancy has been obtained. The client shall of course be entitled to reproduce documents for use within its own organisation in so far as this is covered by the scope of the assignment. If the assignment is terminated prematurely, the above shall apply mutatis mutandis.
Wasgo Maritime BV must observe confidentiality in dealings with third parties with respect to all the client's information and data.
Wasgo Maritime BV will take all possible precautions within the context of the assignment to protect the interests of the client.
The client will, without agreement from Wasgo Maritime BV, refrain from making any statements about the approach of the consultancy, its working approach and similar matters to third parties, and from placing the report of Wasgo Maritime BV at the disposal of third parties.
Wasgo Maritime BV is liable for shortcomings in the implementation of the assignment in so far as these are the result of the failure of Wasgo Maritime BV to meet standards of due care, expertise and professionalism that may be expected in respect of consultancy in the context of the assignment in question.
Liability for the damage caused by the shortcomings is limited to the amount of the fee that Wasgo Maritime BV has received for its work in the context of that assignment.
In the case of assignments lasting for more than six months, an additional limitation of the liability shall apply, namely the amount invoiced during the last six months.
Any claims by the client in the sense referred to here must be submitted within one year after the discovery of the damage.
If any claim is not submitted within this time, the rights of the clients in this respect shall lapse.
This agreement will be subject to Dutch law.
Any disputes arising pursuant to the implementation of the present agreement or from further agreements resulting from it will be settled in accordance with the Regulations of the Dutch Arbitration Institution in Rotterdam.
The present translation is provided for information purposes only. The original Dutch text shall take precedence at all times in the case of any discrepancies between the translation and the original Dutch text.