General Terms & Conditions

I. General Clauses

1. These General Terms and Conditions ("GTCs") apply to every proposal, offer and agreement for the sale and/or delivery of services ("Work") by Varuna Marine Services B.V. ("Service Provider") to any counterparty ("Principal"), unless expressly varied in a written instrument signed by both parties. They also apply to all later commitments directly related to such Work. The Principal's general terms and conditions are expressly rejected.

1a. These GTCs have been provided in accordance with Articles 6:233 and 6:234 BW.

1b. Order of precedence: (i) special conditions expressly agreed in writing; (ii) any framework or master agreement; (iii) these GTCs.

2. Definitions

• Service Provider – Varuna Marine Services B.V.
• Principal – the party to whom the proposal is addressed or with whom the agreement is concluded.
• Work – all agreed activities (including any design, consultancy or survey) and/or deliveries.

II. Offer

3. An offer is without engagement, states the payment method and shows the price and price-calculation method (fixed price or cost-plus). Unless otherwise stated, each offer lapses 30 calendar days after its date.

4. If the Principal does not accept the offer, it shall immediately return all documents and data supplied with the offer.

5. The Service Provider may charge reasonable offer-preparation costs when such costs have been notified to the Principal in advance in writing.

III. Conclusion of the Agreement

6. If the agreement is concluded in writing, it takes effect on the date the Service Provider signs it or sends its written order confirmation via email.

7. The Service Provider need not start the Work until it holds all required information and has received any agreed advance payment.

IV. Execution of the Agreement

8. The Service Provider performs the Work in accordance with its quality manual and applicable health, safety, environmental, ISM and ISPS rules.

9. The Principal shall enable the Work to proceed during normal working hours and under conditions complying with all statutory safety and other governmental regulations.

10. The Principal shall provide in good time all permits, exemptions, approvals and data required for the Work.

11. The Principal shall provide suitable connections and sufficient energy for the Work and testing; related costs are for the Principal.

12. The Principal arranges and pays for utility or network connections; the Service Provider will give instructions within its expertise.

13. If the Work is delayed by circumstances attributable to the Principal, all resulting costs and damages are for the Principal.

14. The Principal bears the risk of damage to or loss of materials, parts and tools delivered to the site that are under its control.

15. The Principal bears the risk of damage caused by errors or deficiencies in calculations, drawings, specifications or instructions it provides, and shall promptly inform the Service Provider of any changes in operating conditions or intended use of the installation(s).

15a. Safety & access: The Principal shall provide safe access, written safety briefings and all permits needed for on-board or on-site attendance. If the Service Provider reasonably finds conditions unsafe, it may demobilise at the Principal's cost.

15b. Data accuracy & environmental compliance: The Principal warrants that all operational and emissions data it supplies are complete and accurate and shall indemnify the Service Provider for penalties, fines or third-party claims arising from inaccurate data.

16. The Principal shall not instruct the Service Provider's personnel to do work unrelated to the agreed Work.

17. More work is anything delivered or installed by the Service Provider, in consultation with the Principal that exceeds the quantities or activities expressly stated in the agreement or order confirmation.

18. More work is invoiced with the next payment instalment or, if there is no instalment, immediately after completion of the extra work.

19. Less work is settled with the final invoice.

V. Force Majeure

20. In force-majeure circumstances the Service Provider may suspend the Work or terminate the agreement as to the uncompleted part; all costs incurred remain payable.

21. "Force majeure" means any circumstance beyond the Service Provider's reasonable control that permanently or temporarily prevents performance, including supplier default, transport difficulties, fire, strikes, loss of components, embargoes and refusal or withdrawal of licences.

21a. Deadlines are extended by the duration of the force-majeure event plus reasonable remobilisation time. Either party may terminate the agreement without liability if force majeure lasts more than three consecutive months.

VI. Acceptance and Delivery Time

22. Delivery times are indicative. They are based on conditions known at contracting and on timely delivery of materials ordered by the Service Provider. The delivery time starts on the latest of:

• the contract date;
• receipt of all required documents, data, permits and approved drawings;
• completion of formalities necessary to start the Work;
• receipt of any advance payment due before commencement.

Exceeding the delivery time, save for wilful misconduct or gross negligence by the Service Provider, does not entitle the Principal to dissolve the agreement or claim damages.

23. The Work is deemed accepted:

• when the Service Provider notifies completion and delivers the survey report (electronically or physically) and the Principal acknowledges receipt; or
• ten calendar days after such notice if the Principal has not given justified written rejection; or
• when the Principal first uses the deliverables commercially, whichever occurs first.

24. Upon acceptance the risk for the Work transfers from the Service Provider to the Principal.

VII. Dissolution

25. The Service Provider may, without judicial intervention, suspend the Work or terminate the agreement if the Principal:

• applies for or is granted suspension of payments;
• is declared bankrupt or insolvency proceedings commence;
• materially breaches the agreement and fails to remedy the breach promptly on request.

Suspension or termination is by written notice; the Service Provider owes no damages. All sums owed become immediately payable.

26. All other rights and remedies of the Service Provider remain unaffected.

VIII. Price and Payment

27. After contracting the Service Provider may require the Principal to furnish adequate security for payment if there is reasonable doubt about the Principal's ability to pay.

28. Prices are exclusive of VAT. Increases in cost price factors after contracting may be passed on only if (i) demonstrably based on an objective external index (e.g. CBS labour index, Rotterdam BFO bunker index) or (ii) the total increase does not exceed 5% per calendar quarter.

29. Unless otherwise agreed, payment is made in instalments proportionate to progress (cost-plus) or to time elapsed (fixed price) and without discount or set-off.

30. Each invoice is payable within 30 calendar days of its date.

31. If payment is late the Principal is in default; the Service Provider may suspend the Work and warranty obligations and has a contractual lien and right of retention over all deliverables until full payment.

32. From the due date statutory commercial interest plus 3% per annum accrues. The Principal also owes the statutory €400 fixed collection charge and all reasonable (extra-)judicial recovery costs.

33. Payments are applied first to costs and interest, then to the oldest outstanding principal sums.

IX. Warranty

35. Defects covered by warranty will be remedied by revising the survey report or providing clarification from the attending surveyor. Claims must be made in writing within 15 calendar days of delivery of the survey report.

X. Liability

36. Aggregate cap: The Service Provider's total liability, whether in contract, tort (including negligence) or otherwise, is limited to the lesser of (a) the Contract Price or (b) €5,000.

37. Exclusions: The Service Provider is not liable for indirect or consequential loss, including loss of hire, profit, time or demurrage, nor for infringement of third-party IP arising from information supplied by the Principal.

38. Knock-for-knock: Each party bears responsibility for loss of or damage to its own property and injury or death of its own personnel, however caused, and shall indemnify the other accordingly.

XI. Compliance & Regulatory

39. Sanctions & export controls: Each party warrants it is not a sanctioned entity and will not cause the other to breach EU, UK or US sanctions or export-control laws.

40. Anti-bribery & competition: Each party complies with the UK Bribery Act 2010, Dutch Wwft and all applicable competition laws; proven breach entitles the other to immediate termination.

41. Data protection (GDPR): Where personal data are processed, the parties shall conclude a data-processing agreement and implement appropriate security measures.

XII. Intellectual Property & Confidentiality

42. Templates, software, methods and know-how remain the Service Provider's property. Upon full payment the Principal receives a non-exclusive, non-transferable licence to use the deliverables solely for operating the relevant vessel(s).

43. Each party shall keep confidential all non-public information obtained in connection with the Work for five years after completion, unless disclosure is required by law or authority.

XIII. Insurance

44. The Service Provider maintains professional-indemnity insurance of at least €1 million per occurrence. The Principal maintains adequate hull & machinery, P&I and third-party liability cover for its vessels and equipment.

XIV. Governing Law & Dispute Resolution

45. Dutch law governs these GTCs and any agreement that incorporates them.

46. For EU-based Principals the courts of Amsterdam, the Netherlands, have exclusive jurisdiction.

47. For non-EU Principals all disputes are finally settled under the Arbitration Rules of the Netherlands Arbitration Institute (NAI), seat Rotterdam, language English; the award is final and enforceable worldwide.

XV. Miscellaneous

48. Severability: Invalid or unenforceable provisions are replaced by provisions reflecting the parties' intent; the remainder stays in force.

49. Entire agreement & no-reliance: The written agreement (including these GTCs) constitutes the entire agreement, and neither party has relied on statements not set out therein.

50. Amendments: Changes or waivers must be in writing (electronic signature acceptable) and signed by both parties.

51. Survival: Clauses on IP, confidentiality, compliance, liability, governing law and dispute resolution survive expiry or termination.