Terms & conditions

Article 1. General

1. These terms and conditions apply to every offer, quotation and agreement between Climate Ships and a client, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
2. The present conditions also apply to agreements with Climate Ships, for the implementation of which third parties must be involved by Climate Ships.
3. These general terms and conditions are also written for the employees of Climate Ships and its management.
4. The applicability of any purchase or other terms and conditions of the client is expressly rejected.
5. If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or should be declared void, the other provisions in these general terms and conditions will remain fully applicable. Climate Ships and the client will then enter into consultation in order to agree new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
6. If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place ‘in the spirit’ of these provisions.
7. If a situation occurs between parties that is not regulated in these general terms and conditions, then this situation must be assessed in the spirit of these general terms and conditions.
8. If Climate Ships does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Climate Ships would lose the right to some extent to the strict observance of the provisions in other cases. from these conditions.

Article 2. Quotes and offers

1. All quotes and offers from Climate Ships are without obligation, unless a period for acceptance is stated in the quotation.
2. Climate Ships cannot be held to its offers or offers if the client can reasonably understand that the offers or offers, or a part thereof, contain an obvious mistake or error.
3. The prices stated in a quotation or offer are inclusive of VAT but excluding other government levies as well as any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, Climate Ships is not bound by this. The agreement will then not be concluded in accordance with this deviating acceptance, unless Climate Ships indicates otherwise.
5. A composite quotation does not oblige Climate Ships to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3. Contract duration; delivery times, execution and modification agreement; Price increase

1. If a period has been agreed or specified for the completion of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the client must therefore give Climate Ships written notice of default. Climate Ships must thereby be offered a reasonable period to still implement the agreement.
2. Climate Ships has the right to have certain work done by third parties.
3. User is entitled to execute the agreement in different phases and to invoice the executed part separately.
4. If the agreement is executed in phases, Climate Ships can suspend the implementation of those parts that belong to a following phase until the client has approved the results of the preceding phase in writing.
5. If Climate Ships requires information from the client for the implementation of the agreement, the implementation period does not commence until after the client has made it available correctly and completely to Climate Ships.
6. If during the execution of the agreement it appears that for a proper implementation thereof it is necessary to change or supplement it, then the parties will proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the client, of the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and / or quantitative respect, this may have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. Climate Ships will quote as much as possible in advance. Due to a change in the agreement, the originally specified term of implementation can be changed. The client accepts the possibility of changing the agreement, including the change in price and execution time.
7. If the agreement is amended, including an addition, then Climate Ships is entitled to only implement it after it has been approved by the person authorized within Climate Ships and the client has agreed with the the specified price and other conditions, including the time to be determined at which the performance will be given. Failure or immediate implementation of the amended agreement also does not constitute a breach of contract on the part of Climate Ships and is no reason for the client to terminate the agreement.
8. Without failing to do so, Climate Ships may refuse a request to amend the agreement, if this could result in qualitative and / or quantitative respect, for example for the work to be performed or the goods to be delivered in that context.
9. If the client should fail to properly fulfill its obligations to Climate Ships, then the client is liable for all damage (including costs) on the part of Climate Ships as a result directly or indirectly originate.
10. If at the conclusion of the agreement Climate Ships agrees on a certain price, then Climate Ships is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally stated with reservation.

• If the price increase is the result of a change to the agreement;
• If the price increase results from an authority vested in Climate Ships or an obligation imposed on Climate Ships under the law;
• In other cases, on the understanding that the client who is not acting in the exercise of a profession or business is entitled to dissolve the agreement by means of a written statement if the price increase exceeds 10% and takes place within three months after the conclusion of the agreement, unless Climate Ships is then prepared to execute the agreement on the basis of the originally agreed upon.

Article 4. Suspension, dissolution and early termination of the agreement

1. Climate Ships is authorized to suspend compliance with the obligations or to dissolve the agreement immediately and with immediate effect, if:

• the client does not, not fully or not timely fulfill the obligations arising from the agreement;
• after the conclusion of the agreement, Climate Ships came to the knowledge that circumstances give good reason to fear that the client will not fulfill its obligations;
• at the conclusion of the agreement, the client was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient;
• if due to the delay on the part of the client Climate Ships can no longer be expected to fulfill the agreement under the originally agreed conditions, Climate Ships is entitled to terminate the agreement;
• if circumstances arise of such a nature that fulfillment of the agreement is impossible or unaltered maintenance of the agreement cannot reasonably be required of Climate Ships.

2. If the termination is attributable to the client, Climate Ships is entitled to compensation for the damage, including the costs, arising directly and indirectly as a result.
3. If the agreement is dissolved, the claims of Climate Ships on the client are immediately claimable. If Climate Ships suspends compliance with its obligations, it will retain its claims under the law and agreement.
4. If Climate Ships proceeds to suspension or dissolution on the grounds referred to in this article, it is therefore in no way obliged to compensate damage and costs arising in any way or compensation, while the client, pursuant to of breach of contract, Climate Ships for compensation or compensation is mandatory.
5. If the agreement is terminated prematurely by Climate Ships, Climate Ships will arrange for the transfer of work still to be performed to third parties in consultation with the client. This unless the cancellation is attributable to the client. Unless Climate Ships is responsible for the premature termination, the costs for transfer will be charged to the client. Climate Ships will inform the client as much as possible in advance regarding the extent of these costs. The client is obliged to pay these costs within the period specified by Climate Ships, unless Climate Ships indicates otherwise.
6. In the event of liquidation, (application for) suspension of payment or bankruptcy, of seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the client, of debt rescheduling or any other circumstance whereby the client does not can freely dispose of its assets for a longer period of time, Climate Ships is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. The claims of Climate Ships on the client are immediately due and payable in that case.
7. If the client cancels an order in whole or in part, the goods ordered or prepared for it, plus any delivery and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the client. are being brought.

Article 5. Force majeure

1. Climate Ships is not obliged to fulfill any obligation towards the client if he is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted opinions. for his account.
2. Force majeure in these general terms and conditions is understood to mean, in addition to what is understood by law and jurisprudence, all of external causes, foreseen or unforeseen, over which Climate Ships cannot influence, but as a result of which Climate Ships cannot is able to meet its obligations. Climate Ships also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Climate Ships should have fulfilled its obligation.
3. Climate Ships can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to terminate the agreement, without obligation to compensate damage to the other party.
4. If, at the time of force majeure, Climate Ships has partially complied with its obligations under the agreement or will be able to comply with it, and the part fulfilled or to be fulfilled will have independent value, Climate Ships will be entitled to already fulfilled or to be invoiced separately. The client is obliged to pay this invoice as if it were a separate agreement.

Article 6. Payment and collection costs

1. Payment must always be made within 14 days after the invoice date, in a manner to be indicated by Climate Ships in the currency in which the invoice was made, unless otherwise indicated in writing by Climate Ships. User is entitled to invoice periodically.
2. If the client fails to pay an invoice on time, the client is legally in default. The client then owes an interest equal to the statutory interest. The interest on the claimable amount will be calculated from the moment that the client is in default until the moment of payment of the full amount due.
3. Climate Ships has the right to have the payments made by the client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest.
4. Climate Ships can, without being in default as a result, refuse an offer for payment if the client designates a different order for the allocation of the payment. Climate Ships can refuse full repayment of the principal, if the outstanding and current interest and collection costs are not paid.
5. Objections to the amount of an invoice do not suspend the payment obligation.
6. If the client is in default or in default in the (timely) fulfillment of his obligations, then all reasonable costs for obtaining satisfaction out of court will be borne by the client. The extrajudicial costs are calculated on the basis of what is currently customary in Dutch collection practice, currently the calculation method according to the Voorwerk II Report. However, if Climate Ships has incurred higher collection costs that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the client. The client also owes interest on the collection costs.

Article 7. Liability

1. If Climate Ships should be liable, then this liability is limited to the provisions of this provision.
2. Climate Ships is not liable for damage of whatever nature caused by Climate Ships based on incorrect and / or incomplete information provided by or on behalf of the client.
3. Climate Ships is only liable for direct damage.
4. Direct damage is exclusively understood to mean:

• the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
• the reasonable costs, if any, incurred to make the defective performance of Climate Ships comply with the agreement, insofar as these can be attributed to Climate Ships;
• reasonable costs incurred to prevent or limit damage, to the extent that the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.

5. Climate Ships is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business or other stagnation. In the case of consumer purchases, this limitation does not extend beyond that which is permitted by virtue of Article 7:24, paragraph 2 of the Dutch Civil Code.
6. If Climate Ships should be liable for any damage, then Climate Ships’s liability is limited to a maximum of the invoice value of the assignment, or at least to that part of the assignment to which the liability relates.
7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Climate Ships or its managerial subordinates.

Article 8. Limitation period

1. Contrary to the statutory limitation periods, the limitation period of all claims and defenses against Climate Ships and the third parties involved in the implementation of an agreement by Climate Ships is one year.
2. The provisions of paragraph 1 do not apply to legal claims and defenses that are based on facts that would justify the claim that the delivered item would not comply with the agreement. Such claims and defenses lapse two years after the client has notified Climate Ships of such non-conformity.

Article 9. Disclaimer

1. The client indemnifies Climate Ships against any claims from third parties that suffer damage in connection with the implementation of the agreement and whose cause is attributable to others than Climate Ships.
2. If Climate Ships may be sued by third parties on that basis, then the client is obliged to assist Climate Ships both outside and in court and to immediately do everything that may be expected of it in that case. If the client fails to take adequate measures, Climate Ships is entitled to do so itself without notice of default. All costs and damage on the part of Climate Ships and third parties arising as a result, are entirely for the account and risk of the client.

Article 10. Intellectual property

1. Climate Ships reserves the rights and powers that accrue to it on the basis of the Copyright Act and other intellectual laws and regulations. Climate Ships has the right to use the knowledge gained through the implementation of an agreement for other purposes as well, insofar as no strictly confidential information from the client is disclosed to third parties.

Article 11. Applicable law and disputes

1. Dutch law applies exclusively to all legal relationships to which Climate Ships is a party, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship is domiciled there.
2. Parties will only appeal to the courts after they have done their utmost to settle a dispute in mutual consultation.

Article 12. Location and change of conditions

1. These terms and conditions have been filed with the Chamber of Commerce in Arnhem.
2. The most recently filed version or the version that applied at the time the legal relationship with Climate Ships was established applies.
3. The Dutch text of the general terms and conditions always determines the explanation thereof.