General Conditions

of INES Marine

Article 1 – GENERAL

These general conditions apply to any sale, service or work delivered by or to be delivered by INES BV (dba Ines Marine) or any of its affiliates. The buyer/customer accepts these explicitly each time he enters into or continues a contractual relation with INES Marine. Except when explicitly agreed otherwise, these general conditions shall get priority on any general and specific conditions of the buyer/customer and on applicable law. All non-contractual law such as tort-based or extra-contractual liability is expressly excluded.

Article 2 – DELIVERY and TRANSFER OF RISK

Except as expressly agreed otherwise, delivery of goods is ex works under Incoterms 2010. With that:

The goods are appropriately packaged for transport and risk transfers to the customer at the moment of pickup at the warehouse or designated location. 

If INES Marine agrees in writing to another kind of delivery than delivery EXW, in as far as INES Marine retains the risk during the transport, the consignee of the customer or the customer have an obligation to notify INES Marine or INES Marine’s insurer where applicable without delay and in writing and with full details. A failure to proceed accordingly leads to a loss of any entitlement for compensation by INES Marine or the relevant insurer.

This immediate notice is to be effected either in the harbour or at such other location where the loss or damage is established. The customer is to supply INES Marine or the relevant insurer with all access to information required to ascertain the facts and to do all necessary research to process the claim.

All costs not explicitly quoted or agreed in writing, such as non routine costs of packaging, transport, loading and unloading, temporary storage, handling and insurance, are not included in the price and are charged separately.

Article 3 – QUOTATIONS – ORDERS – WRITTEN AGREEMENT

INES Marine has the right to adjust quotations with a fixed validity date if confirmation if the order is placed after such validity date. If no explicit term is included, a quotation is valid for 1 month.

The agreement subsists on the earlier of the acknowledgement of the order by INES Marine, and its execution (such as arranging the service, picking the order, ordering parts with suppliers).

Given the nature of the services and deliveries, especially the flexibility required in a marine and shipping environment, INES Marine has the right to vary certain non essential parts of agreed works and deliveries.

Prices of goods or services in an agreement are binding to the extent that INES Marine can deliver the goods or service within 2 months after the date of the written acceptance, except when explicitly agreed otherwise in INES Marine’s acceptance, and never in the event of delay due to customer planning or force majeure.

After this date of acceptance quoted prices may be increased proportionally if materials prices and/or labour prices (including subcontracting) and/or supplier prices increase by more than 2% per annum. This includes cost impact due to Foreign Exchange fluctuations. Likewise INES Marine is entitled to proportionally adjust its prices for the consequences of changes in law and regulation to the extent relevant to its scope of supply and service.

Article 4 – PAYMENT

Unless explicitly agreed otherwise, invoices are payable 30 days net on the bank account specified by INES Marine. Overdue invoices automatically yield an interest of 12% per year (capitalizing yearly).

Where invoices become overdue by more than an additional 15 days net, the agreement between Parties is terminated, whereby all rights of INES Marine are reserved, and INES Marine has no further obligations or liabilities (such as warranty or otherwise). Furthermore, INES Marine is entitled to charge any costs it incurs as a consequence of such delay, such termination (if any), and claiming overdue sums, with a minimum of 10% of the overdue amount.

Article 5 – TERM OF DELIVERY / OF SERVICE

Unless specifically agreed, to achieve delivery periods and deadlines are best efforts obligations, whereby INES Marine makes reasonable efforts to comply with the specified period. In any event, delays caused by unforeseen delays at INES’ suppliers cannot result in liability on the part of INES Marine. In particular, INES Marine can not be held liable for delay (or extension of work) due to force majeure, hardship, circumstances outside of its control (such as delay caused by port access or ship access or availability), or events that are not fully under its own control (eg. Coordination with other suppliers, subcontractors, or customer crew).

Article 6 – OWNERSHIP / PROPERTY RIGHTS

Without prejudice to the fact that the risk will at all times be transferred to the customer from the time they leave the warehouse of INES Marine or pursuant to the modalities of Article 2 of these General Conditions, the goods shall remain property of INES Marine as long as the price, principal and accessories, costs of installation, and all possible duties and expenses with regard to these goods, have not been fully settled.

Goods that were not (completely) paid shall under no circumstances be the object of lease, delivery to or whichever other use by third parties, unless with the explicit and written agreement from INES Marine.

Article 7 – SERVICES

Services such as but not limited to repairs and/or installations and/or supervision of installations or repairs shall be carried out by INES Marine or by one of the official agents or representatives recognised by INES Marine of its own choice.

Customer is responsible to make available the agreed or appropriate staff (vessel crew, supervisor, or other) necessary to enable INES Marine to perform its scope of Service in a safe and efficient manner.

Transport, unloading, storage of materials at the site shall be at the charge of the customer and under his exclusive responsibility.

The customer is to put at the disposal of INES Marine a room that can be locked and that is suitable for storage in order to store tools, equipment and the like.

The customer is to provide INES Marine with all facilities necessary or useful to carry out the service and this upon first request and according to specifications from INES Marine.

Article 8 – WARRANTY

Goods sold by INES Marine shall be covered by the same warranty as the warranty given to INES Marine by its suppliers. The customer will have the possibility whenever a warranty is supplied, to get a copy of these warranty conditions from INES Marine and this upon simple request. The customer can never require a more extensive warranty from INES Marine, even deviating from applicable law in this respect.

Consequently, among others, further damage and losses caused by a warranty issue, such as loss of use, loss of production or productivity, knock-on damage caused by the defective part or service delivered by INES Marine is never the responsibility or liability of INES Marine or its insurers.

On Services provided by INES Marine, the warranty period for visible issues is 8 days following completion of the work. For hidden defects such is 6 months unless agreed differently. Within such period customer must make its complaint or claim with INES Marine as soon as reasonably possible after the issue has arisen or should have become known by customer, and in any event within said term.INES BV (dba INES Marine), Boterhamvaartweg 2, 2030 Antwerp, Belgium, VAT BE 0691 842 107 service@ines-europe.com

Any alleged issues which are or should be known by or visible to the customer upon completion of work, should be included in the Service Report. Such issues which were not included in the Service Report are deemed to have been known and accepted.

Article 9 – LIABILITY

INES Marine is not liable for:

• Any damages and losses that are indirect or consequential, or not reasonably foreseen or foreseeable at the time of quotation.
• Any damage or losses that may arise during or (indirectly) as a consequence of services provided, including damage or injury to persons, damage to moveable and/or immoveable goods or any other kind of damage and this directly or indirectly; whether sustained by the customer, a customer affiliate, staff, personnel, or subcontractors of the customer, or third parties.
• Loss of profit, damage or loss of cargo, loss of efficiency or production (including vessel interruption or delay), loss of turnover.
• Pollution damage.

In the event that INES Marine receives a direct claim on the above from a party that is not the customer, customer will indemnify and hold INES Marine harmless for the same.

INES Marine’s liability can never exceed the lower of 20x the agreement price and 2 million EUR whichever the circumstances.

Article 10 – HEALTH AND SAFETY

Unless and strictly to the extent expressly agree otherwise, customer or such party appointed by customer is entirely responsible for the safety on board of the vessel. This includes without limitation safe boarding and de-boarding, safe, clean and sanitary accommodation, scaffolding, shipyard/construction yard safety accommodation.

Article 11 – JUDICIAL COMPETENCE AND APPLICABLE LAW

Proposals and quotations made by INES Marine are exclusively governed by Belgian law.

Any dispute resulting from the existence cq performance of an agreement entered into by INES Marine Belgian courts are exclusively competent, more specifically the courts of the judicial district of Antwerp.