GENERAL TERMS AND CONDITIONS OF SALE VMP VOF 1.0 

Article 1 – General

These general terms and conditions of sale apply to all offers, orders, deliveries, and oral or written agreements. The Buyer agrees to accept the provisions of these terms and conditions of sale and to be bound by them. The provisions contained in documents drawn up by the Buyer are hereby expressly rejected. Other general terms and conditions of sale do not apply, even if they have not been expressly rejected by Vessel Maintenance Products VOF (hereinafter: “VMP” or “the Seller”), unless expressly agreed otherwise in writing. 

Article 2 – Quotations

All quotations are exclusively without obligation and are subject to written acceptance by an authorized representative of the Seller.

Article 3 – Price

All prices indicated or stated by the Seller may be changed at any time and without prior notice. All prices stated by the Seller or its representatives are valid for 30 days, unless otherwise stipulated in writing. All product prices are those stated by the Seller, or, if no price was indicated or stated, the price applied by the Seller at the time of shipment. All prices are subject to possible adjustment due to specifications, quantities, raw materials, special packaging, production costs, shipping method, or other conditions that do not form part of the Seller’s original quotation.

Article 4 – Taxes and other costs

Product prices are exclusive of all value added taxes, and other taxes and levies imposed in connection with the purchase, sale, delivery or use of products falling under this category, which shall be borne entirely by the Buyer. 

Article 5 – Payment Terms

At the time of dispatch, the Seller may call upon the Buyer for payment of the price and all other costs to be borne by the Buyer. Unless otherwise agreed in writing, this payment shall be made in cash. In the event of late payment, the amount due shall automatically and without notice of default, by the mere fact of the invoice becoming due, be increased by an interest of 1.25% per month (or, if lower, the highest legally permitted interest), and by a fixed compensation equal to 10% of the amount due, with a minimum of EUR 100.00, without prejudice to any costs and expenses (including legal costs) incurred by the Seller with a view to recovering the amount owed by the Buyer.

The Seller nevertheless reserves the right to request the Buyer to make full or partial payment by way of an advance, or to request other security, if the Seller judges in good faith that the Buyer’s financial situation does not permit the application of the above payment terms. All payments shall be made in the Seller’s local currency. The Seller does not accept credit card information via fax or email.

In the event that an invoice remains unpaid on its due date, the Seller is entitled to require the Buyer to pay all other invoices in cash, regardless of the due date of these other invoices. 

Article 6 – Delivery, cancellation or changes by the Buyer

The products are delivered from the warehouse. The Seller reserves the right, at its discretion, to make partial deliveries of the products and to invoice these shipments separately. The Seller reserves the right to terminate or interrupt a shipment of products in transit and to withhold shipments in whole or in part if the Buyer fails to make a payment to the Seller by the due date at the latest, or if the Buyer otherwise fails to fulfill its obligations. All shipping dates are determined purely by approximation; the Seller is not liable for loss or damage arising from a delay in delivery or failure to deliver resulting from a cause beyond the Seller’s reasonable control. In the event of a delay caused by a circumstance beyond the Seller’s control, the Seller reserves the right to cancel the order or to reschedule its shipment within a reasonable period. In the event of such a delay, the Buyer is not entitled to refuse delivery, nor is it released from any obligation. If the delay is attributable to the Buyer, the Seller has the right to place the products in safekeeping at the Buyer’s risk, expense, and for the account of the Buyer. Unfinished orders may only be cancelled with the Seller’s written consent and subject to payment of the cancellation fees as provided by the Seller. Unfinished orders may not be modified except with the Seller’s written consent and after agreement between the parties regarding the appropriate adjustment of the purchase price. The Buyer shall not receive a credit for products returned without the Seller’s prior written consent.

Article 7 – Transfer of risk and ownership

Notwithstanding the terms of trade stated above, and subject to the Seller’s right to cancel the order for products in transit, the transfer of risk for the sold products shall take place at the moment of delivery of the products by the Seller to the Buyer (or its carrier).

Notwithstanding Article 1583 of the Civil Code, the Seller reserves the right of title to the goods which he sells to the Buyer until the price of these goods has been paid in full, including principal, interest, and costs.

Any payment received and made to the Seller shall remain retained by the Seller and shall be deemed to be compensation for the Seller’s loss and/or costs for the recovery or resale of the goods.

Article 8 – Warranty and complaints

All statements regarding the use and application of the goods are based on the experience and careful research of the manufacturer. The Seller cannot be held liable for the results of the application of the products. The Buyer expressly releases the Seller from any liability for damage caused during storage, use, or after use of the goods, except with regard to damage to third parties caused by a defect in the sold goods. The Buyer undertakes to use, store, and handle the products in accordance with all applicable regulations and rules, which the Buyer declares to know. By accepting or using the products, the Buyer declares to be familiar with their proper use. The Buyer is not permitted to use the product for purposes other than those explicitly and exhaustively listed in the user manual. The Buyer is not permitted to make modifications to the product without the express written consent of the Seller.

All complaints or protests must be communicated by the Buyer to the Seller by registered letter within three days of delivery. After this period, the products and prices shall be considered final and generally accepted.

Except as expressly provided in this warranty statement, the Seller disclaims all other warranties, whether express or implied, oral or written, regarding the products, including and without limitation all implied warranties regarding the merchantability or fitness of these products for any specific purpose.

The Seller’s liability for visible or hidden defects or for non-conforming delivery shall in any event be limited to the price of the products. The Seller shall in no event be liable for indirect loss or damage, nor for incidental or consequential damages. The Seller’s liability shall in no event exceed the liability of the manufacturer of the products. 

Article 9 – Limitation of liability

Subject to any conflicting provisions contained above, the Seller’s liability under these general terms and conditions of sale (whether for breach of contract, tort, indemnification, or any other cause) shall not exceed the amount equal to the total purchase price paid by the Buyer to the Seller in respect of the products giving rise to such damage.

Subject to any conflicting provisions set forth above, in no event shall the Seller be liable for any indirect, special, consequential, or incidental damages (including, without limitation, damages for loss of use of facilities or equipment, loss of income, loss of data, loss of profits, or goodwill) regardless of whether the Seller (a) was informed of the possibility of such damages or (b) was negligent (excluding any fraud on the part of the Seller). The Seller’s liability shall not be excluded or limited for any mandatory liability which cannot be excluded or limited under applicable law.

The Seller’s liability shall in no event exceed the liability of the manufacturer of the products. 

Article 10 – Jurisdiction and applicable law

All disputes arising from this contract shall fall under the exclusive jurisdiction of the courts and tribunals of the district of Antwerp. Any claims by the Buyer shall not release the Buyer from its obligation to pay on time. Belgian law shall apply. 

Article 11 – Miscellaneous

In the event that one or more of the above provisions are declared invalid, illegal, or in any respect unenforceable by a competent court, the validity, legality, and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision by the court materially alters the agreement. 

Any notice or communication required or permitted by these general terms and conditions must be in writing and shall be deemed to have been received if delivery took place in person or within 3 working days after it was sent by registered mail, postage paid, to the other party, whose address was specified in the agreement, or to another address which either party may designate to the other at any time as its new address. 

If the Seller fails to enforce a specific provision contained herein, or if the Seller waives its right to prosecute any breach of any of these provisions, this shall in no way mean that any other breach of any of these provisions will not be prosecuted.