Terms and Conditions - VMS Ropes & Twines

1. Definitions

Agreement: any agreement between the Company and Buyer in relation to the provision of Products and/or Services, concluded via email or otherwise.
Buyer: the party who purchases Products and/or Services from the Company.
Company: VMS Ropes and Twines B.V., with whom the Buyer enters into an Agreement.
Conditions: these terms and conditions, as amended from time to time in accordance with clause 2.5.
Products: any product or good provided by the Company from time to time, including, without limitation, ropes, twines and related equipment.
Services: any services or activities performed or provided by the Company as requested by the Buyer.

2. Applicability

2.1 These Conditions shall apply to all Agreements between the Company and the Buyer, unless otherwise expressly agreed in writing.
2.2 The applicability to an Agreement of any general terms and conditions used by the Buyer, or its principal in is rejected. The Conditions shall prevail and apply exclusively to the Agreement, even if the Principal’s conditions contain a similar provision of prevalence.
2.3 In the event the Agreement between the Company and the Buyer explicitly stipulates otherwise compared to what is stipulated in these Conditions, the particulars of the Agreement will prevail, whereas the remainder of the Conditions remains valid.
2.4 If any provision of the Agreement(s) and/or these Conditions is invalid or null and void, or is annulled, the Agreement(s) and/or Conditions shall continue to apply in all other respects.
2.5 Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when expressly agreed in writing by the Company. Notwithstanding the foregoing, the Company reserves the right to update these Conditions from time to time without the Buyer’s consent and such updated terms shall be deemed accepted by the Buyer any continuing to use the Services or order the Products.

3. Quotation and Agreement

3.1 Quotations and offers from the Company to Buyer are not binding upon the Company.
3.2 An Agreement is concluded by the Company accepting the order or assignment made by Buyer by written confirmation, or alternatively by the actual performance of the order or assignment by the Company.
3.3 Where the Buyer acts as agent, manager or otherwise in representation for a third party (such as an owner or bareboat charterer of a vessel), this third party and the Buyer shall be jointly and severally bound by the Agreement and liable for payment of the Products or Services provided by Company.
3.4 The Company does not guarantee the suitability of the Products and Services supplied or made available.

4. Products

4.1 Unless otherwise agreed, all prices are exclusive of VAT, as well as other taxes and/or duties and/or rights which are levied by the authorities.
4.2 Unless otherwise agreed Products are delivered ‘Free alongside Ship’ by truck (FAS). Subject to clause 8, risk and title to the Products are transferred to the Buyer when (i) the Company puts the Products at the Buyer’s disposal on quay, or in case of direct transshipment onto the vessel when the Products are hooked on by the vessel’s gear, or in case of loading onto the vessel at the moment the Products are hooked off on board the vessel.
4.3 Subject to clause 8, if Buyer arranges for transportation of the Products from the Company’s warehouse, title and risk of the Products shall transfer when the Products have been made available at the warehouse. In such case, the transportation of the Products is for risk and account of the Buyer.
4.4 Any delivery period informed by the Company is indicative and not binding, unless otherwise agreed in writing. Any delay in the delivery shall not entitle the Buyer to terminate the Agreement or claim damages for such delay.
4.5 Unless otherwise requested by the Buyer, all Products shall be delivered in the customary packing. Any costs incurred by the Company to comply with any special packing requests, shall be for the account of the Buyer.
4.6 Upon delivery of the Goods, delivery notes or similar document will be signed by the Buyer. Signature of the master or ship’s officer and/or agent of the vessel supplied constitute receipt of the Products by the Buyer. In the event of delivery of the Products to the warehouse of the Company, a waybill signed by or on behalf of the Buyer constitutes receipt of the Products by the Buyer.
4.7 The Buyer shall check the Products at delivery. By taking receipt of the Products, the Buyer shall be deemed to have approved and accepted their quality and quantity. Any complaint from the Buyer concerning the quality and/or quantity of the Products must be submitted in writing to the Company upon or immediately after delivery. No claim shall be made if Products are no longer in their original state or original packing. In case a complaint is considered justified by the Company, the Company shall, at its sole discretion, credit the Buyer with the decreased value up to a maximum of the invoice amount, or, alternatively, repair or replace the Product or, as the case may be, to deliver a supplemental quantity.

5. Services

5.1 When the provision of Services is performed by third parties, the Company in instructing these third parties shall act as agent for the Buyer. The Buyer authorizes the Company to contract on the usual terms with those third parties.
5.2 In the event of third-party damages for which the Company is or may be held liable, and these third-party damages are the result of any wrongdoing of the Buyer, the Buyer will hold harmless the Company.
5.3 The Buyer is responsible for fully and accurately declaring, describing and documenting the contents of any package or packages passed on to the Company for handling, such declaration, description and documentation being appropriate for the place at which the Company is required to handle the Buyer’s Goods.

6. Payment

6.1 Unless explicitly agreed otherwise, the Buyer shall pay the purchase price upon delivery of the Products, prior to the vessel’s departure, or, alternatively, before expiry of the payment term stipulated in the order confirmation or invoice. Payment has to be effected in the currency stipulated on the invoice, without any deduction of costs of whatever kind.
6.2 The Buyer shall not be entitled to withhold payment of any sums after they have become due, by reason of any claim, set off or counterclaim which the Buyer may allege or for any reason whatsoever.
6.3 Lack of payment within the period stated in clause 7.1, shall put the Buyer in default by operation of law, without any further notice of default being required. The Company is entitled to charge interest on all overdue or unpaid sums. Additionally, the Buyer shall pay any and all costs and expenses incurred by the Company with respect to recovering or seeking recover of any overdue and unpaid sums.

7. Retention of Title, Security

7.1 The title to the Products shall remain with the Company, until the purchase price has been paid in full. Until payment in full the Buyer shall hold the Products in trust for the Company. If the Buyer fails to pay the purchase price in accordance with the Agreement, the Company shall have the right to repossess the Products, without any prior notice.
7.2 The Company shall have a pledge and a lien on all Products, documents and monies which it holds or will hold in his possession whatever the reason and the purpose thereof may be, for any sums due by the Buyer. The Company pledge and lien shall also extend to cover any costs and expenses incurred for recovering any sums due.

8. Liability

8.1 Any and all liability of the Company is limited to the amount the Company has or would have invoiced to the Buyers for the specific Service or Product.
8.2 The Company is not liable for any damage and/or loss, resulting directly or indirectly from this Agreement. The Company is especially not liable for defects in Products supplied or made available by the Company or goods used in the execution of the Agreement or resulting from a non-standard quality of the Products supplied by the Company. The Company is not liable for any consequential damage/loss, including delay of any vessel.
8.3 The Company is not liable for any damage resulting from errors or unlawful acts by itself, its employees or any other persons engaged by or on behalf of the Company in the execution of the Agreement(s), unless committed with intent or gross negligence.
8.4 Any claim of Buyer against the Company is time barred after lapsing of 6 months from the time of delivery of the Products to Buyer or counting from the last day Services were provided in respect of services that later were proved to be defective.

9. Applicable Law and Jurisdiction. Conditions.

9.1 These Conditions are exclusively governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG), also known as the Vienna Treaty) is expressly excluded.
9.2 All disputes are submitted to the exclusive jurisdiction of the courts of the place where the Company has its registered office. However, the Company may at its sole option also bring suit against Buyer before the courts at the place of domicile of the Buyer, or the courts where an asset (for instance a vessel or vessels bunker oil) are arrested, attached or seized in relation to such dispute, or the courts where the Products are delivered and/or the Service is provided.