Terms & Conditions

1. Applicability and Acknowledgement

The following terms and conditions apply to all our offers, entrusted assignments and agreements, both in Belgium and abroad.

These terms and conditions may only be deviated from by means of a written agreement from Electro Partners, notwithstanding any conflicting terms and conditions of the customer.

Should any provision be declared null and void, the remaining provisions of these general terms and conditions shall remain valid and enforceable. The parties undertake, in any event, to replace the invalid provision with a provision that is legally valid and as similar as possible in content.

The general terms and conditions are enclosed with the quotation and each invoice and are available upon first request. They may also be consulted on the website (www.electropartners.com) and via the hyperlink included in our e-mails.

Any translations of the general terms and conditions are subordinate to the Dutch version, which constitutes the original and binding version. In the event of ambiguity or dispute, the Dutch version shall always prevail.

 

2. Formation of the Agreement and Price

The customer shall be bound by its order as from the moment it is placed. Electro Partners shall only be bound after written confirmation of the order or once performance has commenced.

The agreement is concluded at the moment the customer places the order.

The prices stated in quotations are exclusive of VAT and any other governmental levies.

 

3. Hardship / Unforeseen Circumstances

The parties acknowledge that changed circumstances may occur, as provided for in Article 5.74 of the Belgian Civil Code, which could not reasonably have been foreseen at the time of concluding the agreement and which significantly increase the burden of performance.

Should such a situation arise, Electro Partners shall be entitled to submit a reasoned proposal to amend the contractual terms (including the price) to the customer.

If the parties fail to reach an agreement within a reasonable period, Electro Partners shall be entitled to terminate the agreement without this giving rise to any compensation. The customer acknowledges that under no circumstances may it enforce the continuation of the initial contractual terms in the event of proven changed circumstances that significantly increase the burden of the assignment.

 

4. Performance of the Agreement

The delivery/performance period stated in the quotation is purely indicative. Any delay shall not give rise to termination of the agreement or to any compensation, unless mandatory legal provisions provide otherwise.

The work shall be carried out by Electro Partners to the best of its knowledge and in accordance with current professional standards. Electro Partners undertakes an obligation of means and not an obligation of result.

 

5. Acceptance and Defects

Following completion of the works, Electro Partners shall in principle carry out technical tests, the results of which shall be communicated to the customer. In the absence of written remarks after receipt of the results of the technical tests, the customer shall be deemed to have definitively accepted the works with regard to the conformity of the works and any visible defects.

In the absence of technical tests, complaints concerning conformity and any visible defects must, in any event, be notified to Electro Partners in writing and with reasons no later than 8 days after completion of the works or delivery of the goods.

Complaints concerning hidden defects shall only be admissible if they are notified to Electro Partners in writing and with reasons within 8 days after discovery of the defect and, in any event, no later than 6 months after completion of the works or delivery of the goods.

The liability of Electro Partners for accepted hidden defects shall in any event be limited to the repair or replacement of the defective services or goods, at the discretion of Electro Partners, to the

exclusion of any other compensation, except in the event of fraud, willful misconduct or gross negligence.

 

6. Termination of the Agreement

If one of the parties commits a serious proven contractual breach and fails to remedy such breach within a reasonable period following written notice of default, the other party shall be entitled to terminate the agreement.

If the customer unilaterally terminates the agreement, the customer shall owe liquidated damages amounting to 20% of the price (excluding VAT), without prejudice to the right of Electro Partners to claim higher compensation for the actual damage suffered.

7. Force Majeure

If one of the parties is prevented from fulfilling its obligations due to circumstances beyond its control, it shall have the option either to suspend performance of the agreement for as long as such circumstances continue, or to terminate the agreement by written notice to the other party without being liable for any compensation. Force majeure shall include, inter alia: machine defects, breakage or damage during transport, fire, flooding, lock-outs, war, revolution, occupation, illness, ice drift, lack of suitable means of transport, impediments caused by governmental measures, untimely delivery or manufacture by the manufacturer, strikes, work stoppages, lock-outs, extreme weather conditions, and calamities affecting manufacturers, suppliers, subcontractors or the company itself.

 

8. Liability

a. Electro Partners shall never assume custody of the vessel, or any part thereof. The vessel shall remain under the care, authority, supervision and responsibility of the captain during the execution of the works, irrespective of whether the vessel is in dry dock or at any berth whatsoever, irrespective of whether the vessel is being brought to or from dry dock or moved to another berth, irrespective of whether the vessel remains moored after completion of the works, whether by decision of the shipowner, by virtue of a right of retention due to non-payment, or for any other reason whatsoever.

b. Electro Partners shall not be liable for accidents, damage or loss relating to installations and vessels, before, during or after the execution of the works, or for any damage whatsoever vis-à-vis any person, unless (1) Electro Partners or a person for whom Electro Partners is responsible has committed gross negligence or willful misconduct, or (2) Electro Partners or a person for whom Electro Partners is responsible has committed a fault affecting the life or physical integrity of a person.

The above shall also apply to components or other objects brought into our workshop.

c. The liability of Electro Partners shall in any event be limited to the amount covered by its insurer.

Should the insurer refuse coverage for any reason whatsoever and Electro Partners nevertheless be held liable for compensation, the liability of Electro Partners shall in any event be limited to the amount of the invoice to which the liability relates (excluding VAT).

d. Electro Partners shall never be liable for non-material, consequential and/or indirect damages, including but not limited to loss of income.

e. The works shall be deemed to have been carried out in accordance with the customer’s instructions. The customer undertakes to provide all useful information prior to the execution of the works and shall be liable for the consequences of incorrect or incomplete information.

f. Electro Partners cannot be held liable for the consequences of provisional or urgent works that it is required to carry out, except in the event of gross negligence or willful misconduct on the part of Electro Partners.

g. If Electro Partners acts as subcontractor, the main contractor undertakes to indemnify and hold Electro Partners harmless against

any third-party claims relating to the performance of the agreement.

h. The customer accepts that it may not hold the directors, shareholders and permanent representatives of Electro Partners liable on an extra-contractual basis.

9. Waiver of Replaced Materials

Unless the customer expressly and in writing requests, prior to the execution of the works, to receive the replaced materials back, such materials shall be deemed to have been transferred to Electro Partners. Consequently, Electro Partners may freely dispose of such materials.

 

10. Payment Terms

All invoices shall in principle be payable within 30 days in Antwerp upon completion of the works and, where applicable, before the departure of the vessel.

For long-term works, Electro Partners shall be entitled to request advance payments.

In the event of non-payment upon completion of the works or on the due date of an interim invoice, interest shall automatically and without prior notice of default be due in accordance with the statutory interest rate as determined in Article 5 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions.

In the event of non-payment on the due date, Electro Partners shall automatically and without notice of default, without prejudice to interest and any legal costs:

a. be entitled to suspend ongoing assignments;

b. increase the total amount of any unpaid invoice on the due date by a fixed and agreed compensation equal to 10% of the total amount due, with a minimum of EUR 250.00 and a maximum of EUR 5,000.00, due to the additional administrative and financial costs caused by the non-payment, without prejudice to the right to claim compensation for all resulting damages.

Any complaints concerning the invoiced amounts must be made in writing, with reasons, and by registered mail within 8 days after completion of the works, or at the latest within 8 days after the departure of the vessel.

After expiry of this period, the customer shall be deemed to have waived its complaint.

The submission of a complaint shall not release the customer from its payment obligations.

 

11. Jurisdiction

All disputes shall fall under the exclusive jurisdiction of the Courts and the Justice of the Peace Court of the judicial district where the registered office of Electro Partners is located.

Any dispute shall be governed by Belgian law.