GENERAL TERMS AND CONDITIONS
Article 1 : Definitions
In these General Terms and Conditions, the following definitions shall apply: Shipit: Shipit Multimodal Logistics nv, based in Antwerp, Belgium. Client: the natural or legal person, who has ordered Shipit to execute work or deliver services and/or products. Subcontractor: the natural or legal person, who performs work for or delivers services and/or products to the Client, commissioned by Shipit.
Article 2 : General
1. These General Terms and Conditions apply to the formation (including quotations), content and performance of all agreements concluded between Client and Shipit.
2. General Terms and Conditions of the Client shall only apply, if and insofar as it is expressly agreed in writing, that they apply to the agreement between parties to the exclusion of one or more provisions of these General Terms and Conditions.
3. Shipit shall be entitled to have work and delivery of services and/or products which Shipit as intermediary for Client assigns to third parties, or thereby make use of goods or resources of third parties, on the conditions or terms customary in that industry, or established by that third party or parties for its business, whereby Article 2.1 shall remain in full force.
Article 3 : Subcontractors
1. Shipit has the right to carry out the work and delivery of services and products with Shipit's own personnel and resources, or to have them carried out with personnel or resources of third parties, at its choice.
Article 4 : Safety, health and environment
1. The Client is obliged, as soon as the Client has become aware of the (possible) existence thereof, to inform Shipit of possible or known hazards and/or risks to the safety and health of persons performing work for the Client on behalf of Shipit. The Client shall also inform Shipit of possible or known hazards and/or risks to the environment in general, if and insofar as these hazards and/or risks are or could be relevant to the work performed by Shipit or its subcontractor(s).
2. The Client is obliged, as soon as the Client has become aware of the (possible) existence thereof, to inform Shipit of possible or known dangers and/or risks to the safety of the equipment deployed on behalf of Shipit when performing work for the Client.
Article 5 : Conclusion of the agreement
1. Unless otherwise stated by Shipit, each offer of Shipit has a validity period of 30 calendar days.
2. Offers and agreements of respectively with Shipit are only binding if they are in writing and signed on behalf of Shipit by the persons authorised to do so by law and/or by its articles of association.
3. The mere submission of a quotation, budget, pre-calculation or similar communication, whether or not designated as an offer, does not oblige Shipit to enter into an agreement with the Client.
4. Further orders from the side of the Client for the performance by Shipit of more and/or different services than those already agreed upon, can only lead to an agreement, if the order has been confirmed in writing by the persons authorised to do so on behalf of Shipit by law and/or by statute.
Article 6 : Obligations of Client
1. The Client is obliged to provide, at its own expense, all information necessary for the proper execution of the agreement by Shipit and its subcontractor(s).
2. The Client is obliged to indicate to Shipit at the earliest stage of negotiations which regional, national or international legal provisions as well as codes of good practice apply to the nature of the work, insofar as this is not self-evident. If necessary, the Client shall, at its own expense, have studies, inspections, analyses or research carried out by a recognised independent party in order to give a definite answer as to which legal provisions are applicable.
3. In the execution of the agreement by Shipit and its subcontractor(s), the Client is obliged to do everything that is reasonably necessary or desirable to make Shipit's timely execution possible, in particular by admitting and ensuring accessibility of persons commissioned by Shipit, as well as their equipment and machinery where necessary and (if requested) making suitable working space, sanitary infrastructure, utilities, telephone capacity and modest administrative assistance available to these persons commissioned by Shipit.
4. If the Customer fails to comply with the provisions of Article 6.3, an agreed delivery deadline shall no longer be binding and the Customer shall be in default without written notice of default by Shipit being necessary. Shipit shall then, without prejudice to its rights under the law, be entitled to suspend the performance of the agreement until Customer has remedied this default.
Article 7 : Time limits
1. The deadlines agreed between Shipit and the Client for execution of the agreement shall only be indicative, unless it has been expressly agreed in writing that they concern (a) deadline(s). Even with an agreed deadline, Shipit shall only be in default after the Customer has given it notice of default.
2. Shipit's commitment to an agreed final period of execution lapses if the Client wishes changes to the specifications of the work, unless the minor significance of the change or the minor delay does not reasonably require Shipit to change the timetables initially drawn up by Shipit.
Article 8 : Change in nature and scope of work due to external circumstances
1. After the conclusion of the Agreement, changes may occur in the relevant statutory regulations. Circumstances may also have changed on the part of the Customer in comparison with those present at the time the agreement was concluded. If these changes could not reasonably have been foreseen by Shipit and result in more or different work by Shipit or its subcontractor(s), Shipit shall charge the related costs to Client.
2. If, as a result of circumstances attributable to Customer, Shipit is forced to alter the schedule of work in the interim, Shipit shall be entitled to charge the related costs to Customer.
3. If, as a result of the default of another supplier of the Customer (other than Shipit or its subcontractor(s)), Shipit is forced to alter the planning of the work in the interim, Shipit is entitled to charge the related costs to the Customer.
Article 9 : Copyright
1. The copyright on the reports, documents and other text works produced by Shipit or its subcontractor(s) for the benefit of Client shall be vested in Shipit. The Client is not permitted to reproduce (except for express use within the organisation of the Client) or publish this work or these works without Shipit's prior consent.
Article 10 : Fee and Commission
1. Shipit shall charge the Client a fee commensurate with the services rendered. The basis of fee is described in the agreement. Client is also obliged to reimburse the costs incurred by Shipit.
2. The costs associated with the execution of the agreement, which are not part of Shipit's fee, will be charged to the Client without any surcharge. An exception to the above is formed by costs related to work, which on behalf of Client and under management of Shipit, is executed by third party(ies); with regard to such work Shipit is entitled - unless otherwise agreed - to charge a commission as management costs to Client.
3. Any applicable taxes and levies, as well as for obtaining permits, shall be charged by Shipit to Client. Taxes and levies abroad, for which no refund is possible on behalf of Shipit, will also be charged to Client.
Article 11 : Payment and invoicing
1. Unless otherwise agreed, invoicing of performances and services provided by Shipit and its subcontractor(s) shall take place after the execution of the agreement or monthly for the part of the agreement executed in the relevant month, if the execution of the agreement takes more than 30 calendar days.
2. Unless otherwise agreed, the Client is obliged to pay Shipit's invoice within 15 calendar days from the invoice date without any set-off. If the Client does not pay within the period mentioned in the previous paragraph, Shipit is entitled to charge 2.0% interest per month to the Client (plus VAT).
3. In case of non-timely payment, in addition to the amount due and the interest accrued thereon, the Client is obliged to pay in full both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies. The extrajudicial costs are set at least 15% of the principal amount with interest, with a minimum of € 200.00.
4. The Client is at all times and regardless of the agreed payment conditions obliged, at Shipit's first request, to provide security for the payment of the amounts payable to Shipit under the agreement. The security offered must be such, that the claim with any interest and costs falling thereon is properly covered and that Shipit will be able to recover it without difficulty. Any later insufficient security shall be supplemented to sufficient security at Shipit's first request.
5. Claims or complaints regarding any performance of Shipit cannot be a reason for Client to suspend payments to Shipit.
6. Any person or company that enters into an agreement on behalf of third parties or with a request to invoice the performance or services to third parties, makes a strong case under Article 1120 of the Civil Code and will be personally liable for payment, even if Shipit agreed to this method of invoicing.
Article 12 : Interim termination
1. Subject to the provisions of the following paragraphs of this article and a notice period of 28 calendar days, the parties shall be entitled to unilaterally terminate the agreement concluded between them by sending a registered letter to the other party.
2. In case Shipit terminates the agreement, settlement will be made with the Client on the basis of the work performed until then by Shipit and its subcontractor(s), contracts entered into, time spent and costs incurred.
3. If the Client terminates the agreement after Shipit and its subcontractor(s) have started carrying out the work, the Client shall owe Shipit compensation for all costs already incurred by Shipit and its subcontractor(s), including work performed and costs arising from an interim termination of contracts entered into with (further) subcontractors. In addition, the Client shall owe Shipit a termination fee equal to the agreed fee and/or a customary commission on the principal sum.
4. If the Client terminates the agreement before commencement of work, the Client must reimburse all costs already incurred by Shipit and its subcontractor(s), including work performed and costs arising from an interim termination of contracts entered into with (further) subcontractors. In addition, the Client shall owe a termination fee as follows:
(a) If the Client terminates the agreement within a period of 21 calendar days before commencement of the work, 100 % of the agreed fee and/or a customary commission on the principal sum;
b) If the Client gives notice of termination within a period of 60 calendar days before commencement of the work, 50 % of the agreed fee and/or a customary commission on the principal sum;
(c) If the Client terminates the agreement earlier than 60 calendar days before the commencement of the work, a percentage (with a maximum of 50%) of the agreed fee and/or a customary commission on the principal sum to be determined by Shipit.
5. Parties are entitled to terminate the agreement in whole or in part with immediate effect by rescission, or to suspend their obligations, if:
(a) the bankruptcy of the other party is applied for, either by that party itself or by a third party or the bankruptcy is declared;
(b) the other party applies for or is granted a suspension of payment;
(c) the other party is dissolved and/or liquidated;
Article 13 : Liability and Indemnity
1. For all agreements, transactions, services, work, etc., the execution shall be at the expense and risk of the Client. Shipit shall only be liable for damage if the other party and/or the person making the claim proves that this damage was caused by Shipit's own intentional act or omission or gross negligence, i.e. its management or policy bodies.
2. In the event Shipit or its personnel and/or management would be liable for damages in accordance with article 13 paragraph 1, then this liability of Shipit shall be limited to the amount of at most the fee and/or commission charged by Shipit for the order in question and Shipit shall in no case be obliged to pay more than € 12,500.
3. Shipit shall not be liable for damages in the form of loss of turnover, loss of profit, missed savings or reduced goodwill in the business or profession of the Client.
4. In any case Client shall indemnify Shipit against any possible consequential damages and possible claims of third parties, such as customers of Client.
Article 14 : Advertising
1. Complaints relating to the quantity or quality defects or non-conformity of the delivered performances, services and/or products must, on pain of lapse, be communicated to Shipit upon delivery (in the case of visible defects) or within eight (8) calendar days after their discovery (in the case of hidden defects) by registered mail with indication of relevant data, failing which Shipit may consider any complaint inadmissible. Unless otherwise agreed, complaints must in any case be communicated within 15 calendar days from the date of delivery.
2. In case of comments and/or remarks on the part of Client regarding the invoice sent to him by Shipit, Client must complain in writing to Shipit within 8 calendar days after receipt thereof. In case no complaint occurs within the aforementioned period, Client is deemed to agree with the execution of the work by Shipit and the invoice sent.
Article 15 : Force majeure
1. Shortcomings by Shipit and its subcontractor(s) in the fulfilment of the agreement cannot be attributed to it, if they are not due to its or their fault, nor by virtue of the law, the agreement or generally accepted views. Shortcomings of Shipit in fulfilling the contract as a result of war or danger of war, mobilisation, riots, floods, unworkable weather, closed shipping, other obstructions in transport, stagnation in, respectively restriction or discontinuation of supply by (public) utility companies, lack of coal, gas, petroleum products or other means for generating energy, fire, strikes, lockouts, actions of trade unions, bankruptcy or liquidation of subcontractors, export restrictions, other governmental measures and other similar circumstances, shall be regarded as not attributable to Shipit and shall not entitle the Client to rescind the contract or to damages.
Article 16 : Indemnification and indemnification
1. Customer shall indemnify Shipit in respect of any damage suffered and/or to be suffered by Shipit arising from such use by Customer of any report, document or text work produced by Shipit.
2. The Client shall indemnify Shipit in respect of damage suffered and/or to be suffered by Shipit arising from the Customer's failure to comply with the provisions of Article 4 and Article 6.
3. The Client shall indemnify Shipit both in and out of court for all claims that third parties may assert by virtue of infringement of patent rights, trademark rights or other intellectual property rights, if such infringement is related to the use of data provided by the Client to Shipit in connection with the execution of its order.
4. If Shipit has conducted or commissioned studies and issued advice, Shipit cannot give any guarantees regarding the effect of the application of the given advice or the application of the result of the studies, because this application depends on many factors that cannot be influenced by Shipit.
Article 17 : Disputes
1. In case of disputes regarding the interpretation of these conditions, only the Dutch text shall be binding.
2. These General Terms and Conditions and all agreements entered into by or with Shipit shall be governed by Belgian law.
3. For all disputes concerning the delivery of performances, services and/or products, only the courts of Antwerp are competent.
Article 18 : Additional conditions for activities as transport organiser
1. When Shipit contracts storage work, transhipment work, transport of persons and/or goods by rail, road, inland waterways, sea or air or otherwise, this shall be at the risk of the Customer and under the applicable Conventions, Laws, Regulations, Terms and Conditions, Conditions, etc. as applied by the relevant contracted carrier and freight handler.
2. Subject to the provisions of paragraphs 1 and 2 of Article 6, it is not self-evident what legal provisions apply regarding the nature of the goods to be transported and their handling. In particular, the Client is obliged to unambiguously describe to Shipit the nature of the goods, and to draw Shipit's attention to legal provisions applicable to the transport, transshipment, storage and handling of these goods. More specifically, the Client is obliged to indicate whether the goods are hazardous goods or waste.
3. If the Customer fails to comply with the provisions of Article 6 paragraphs 4 and 5, the Customer shall be in default without written notice of default by Shipit being necessary. Shipit is ald then, without prejudice to its rights under the law, entitled to suspend performance of the contract.
May 2019 - last revision applies
