Terms & Conditions
Article 1: Applicability
1.1. These terms and conditions apply to all offers made by members of the NJI, to all agreements they conclude, and to all agreements that may result from them, insofar as the NJI member is the provider or supplier.
1.2. The NJI member using these terms and conditions is referred to as the contractor. The other party is referred to as the client.
1.3. In the event of a conflict between the content of the agreement concluded between the client and the contractor and these terms and conditions, the provisions of the agreement shall prevail.
1.4. These terms and conditions may only be used by members of the NJI.
Article 2: Offers
2.1. All offers are non-binding.
2.2. If the client provides the contractor with data, drawings, and the like, the contractor may assume their accuracy and completeness and will base his offer on them.
2.3. The prices mentioned in the offer are based on delivery after commissioning and, if agreed upon, a trial run. The prices are exclusive of VAT and packaging.
2.4. If the client does not accept the contractor's offer, the contractor has the right to charge the client for all costs incurred in making the offer.
2.5. The contractor is entitled to charge the client additional costs related to the environmentally technical treatment, collection, sampling, disposal, storage, transport, and destruction of materials, residues, and the like, on top of the price stated in the offer.
Article 3: Intellectual Property Rights
3.1. Unless otherwise agreed in writing, the contractor retains the copyrights and all industrial property rights on the offers made, designs provided, specifications, images, drawings, sketches, (test) models, software, and the like.
3.2. The rights to the data mentioned in paragraph 1 of this article remain the property of the contractor, regardless of whether the client has been charged for their production. These data may not be copied, used, or shown to third parties without the prior explicit written permission of the contractor. For each violation of this provision, the client owes the contractor an immediately payable penalty of 10% of the contract sum, with a minimum of €25,000. This penalty can be claimed in addition to compensation under the law.
3.3. The client must return the data provided to him as mentioned in paragraph 1 of this article at the first request within a period specified by the contractor. In the event of a violation of this provision, the client owes the contractor an immediately payable penalty of €1,000 per day. This penalty can be claimed in addition to compensation under the law.
Article 4: Advice and Provided Information
4.1. The client cannot derive any rights from advice and information received from the contractor if it does not relate to the assignment.
4.2. If the client provides the contractor with data, drawings, and the like, the contractor may assume their accuracy and completeness when executing the agreement.
4.3. The client indemnifies the contractor against any claims from third parties regarding the use of advice, drawings, calculations, designs, materials, samples, models, and the like, provided by or on behalf of the client.
4.4. The client guarantees that the materials and components supplied by or on behalf of him comply with the requirements stated in the Pleasure Craft Act, as well as other laws and regulations mentioned or derived from it.
4.5. If the client carries out work himself, the client is required to comply with the requirements stated in the Pleasure Craft Act or other laws and regulations or derived from them. The client must follow the contractor's instructions in this regard.
Article 5: Delivery Time / Execution Period
5.1. The delivery time and/or execution period are estimated by the contractor.
5.2. When determining the delivery time and/or execution period, the contractor assumes that he can carry out the assignment under the circumstances known to him at that time.
5.3. The delivery time and/or execution period only begin once agreement has been reached on all commercial and technical details, all necessary data, final and approved drawings, and the like are in the contractor's possession, the agreed (instalment) payment has been received, and all necessary conditions for executing the assignment have been met.a. If there are different circumstances than those known to the contractor when he determined the delivery time and/or execution period, he may extend the delivery time and/or execution period by the time needed to complete the assignment under these conditions. If the work cannot be scheduled into the contractor's planning, it will be carried out as soon as his schedule permits.b. If there is additional work, the delivery time and/or execution period will be extended by the time the contractor needs to obtain the materials and parts required for the additional work and to complete it. If the additional work cannot be scheduled into the contractor's planning, the work will be carried out as soon as his schedule permits.c. If the contractor's obligations are suspended, the delivery time and/or execution period will be extended by the duration of the suspension. If the continuation of the work cannot be scheduled into the contractor's planning, the work will be carried out as soon as his schedule permits.d. If there is unworkable weather, the delivery time and/or execution period will be extended by the delay caused by it.
5.4. The client is obliged to cover all costs incurred by the contractor due to a delay in the delivery time and/or execution period as mentioned in paragraph 4 of this article.
5.5. Exceeding the delivery time and/or execution period does not entitle the client to any compensation or dissolution of the agreement.
Article 6: Transfer of Risk
6.1. Delivery takes place ex works, at the contractor's location, in accordance with Incoterms 2010. The risk transfers when the contractor makes the item available to the client after commissioning and, if agreed upon, a trial run.
6.2. Notwithstanding the provisions of paragraph 1 of this article, the client and contractor may agree that the contractor will arrange the transport. In this case, the risk of storage, loading, transport, and unloading rests with the client. The client may insure against these risks.
6.3. If there is a trade-in of a vessel or another item, and the client retains the trade-in item while awaiting delivery of the new item, the risk of the trade-in item remains with the client until he hands it over to the contractor. If the client cannot deliver the trade-in item in the condition it was in when the agreement was made, the contractor may terminate the agreement. This does not affect the contractor's other legal rights.
Article 7: Price Changes
7.1. The contractor may pass on to the client any increase in cost-determining factors that occur after the agreement has been concluded.
7.2. The client is obligated to pay the price increase as referred to in paragraph 1 of this article at one of the following times, at the contractor's discretion:a. when the price increase occurs;b. together with the payment of the principal sum;c. at the next agreed payment term.
7.3. If the client supplies materials and the contractor agrees to use them, the contractor may charge up to 20% of the market price of the supplied materials.
Article 8: Force Majeure
8.1. The contractor has the right to suspend the fulfillment of his obligations if he is temporarily prevented from fulfilling his contractual obligations to the client due to force majeure.
8.2. Force majeure includes, among other things, circumstances where the contractor's suppliers, subcontractors, or transporters engaged by the contractor do not fulfill their obligations on time, as well as weather conditions, earthquakes, fire, power outages, loss, theft, or loss of tools or materials, road blockades, strikes or work interruptions, and import or trade restrictions.
8.3. The contractor is no longer entitled to suspension if the temporary impossibility to fulfill obligations has lasted more than six months. After this period, the client and contractor may terminate the agreement with immediate effect, but only for the part of the obligations that has not yet been fulfilled.
8.4. If force majeure results in permanent impossibility to fulfill obligations, both parties are entitled to terminate the agreement with immediate effect for the part of the obligations that has not yet been fulfilled.
8.5. Neither party is entitled to compensation for damages suffered or to be suffered as a result of the suspension or termination referred to in this article.
Article 9: Changes to the Work
9.1. Changes to the work result in additional or reduced work if:a. there is a change in the design, specifications, or description of work;b. the information provided by the client does not match reality;c. estimated quantities or provisional sums deviate by more than 10%.
9.2. Additional work is calculated based on the cost-determining factors applicable at the time the additional work is carried out. Reduced work is settled based on the cost-determining factors applicable at the time the agreement was concluded.
9.3. The client is obligated to pay the price for the additional work referred to in paragraph 1 of this article at one of the following times, at the contractor's discretion:a. when the additional work occurs;b. together with the payment of the principal sum;c. at the next agreed payment term.
9.4. If the sum of the reduced work exceeds the additional work, the contractor may charge the client 10% of the difference in the final settlement. This provision does not apply to reduced work resulting from a request by the contractor.
Article 10: Completion of the Work
10.1. The work/vessel is considered completed in the following cases:a. when the client has approved the work/vessel;b. when the work/vessel has been put into use by the client. If the client uses part of the work/vessel, that part is considered completed;c. when the contractor has notified the client in writing that the work/vessel is completed, and the client has not indicated in writing within 14 days whether the work/vessel is approved;d. when the client does not approve the work/vessel due to minor defects or missing parts that can be repaired or delivered within 30 days and do not prevent the use of the work/vessel.
10.2. If the client does not approve the work/vessel, he is required to notify the contractor in writing, stating the reasons. The client must give the contractor the opportunity to complete the work. The provisions of this article then apply again.
10.3. The client indemnifies the contractor against claims from third parties for damage to non-completed parts of the work/vessel caused by the use of already completed parts of the work/vessel.
Article 11: Liability
11.1. In the event of an attributable failure, the contractor is obliged to fulfill his contractual obligations.
11.2. The contractor's obligation to pay compensation, regardless of the legal basis, is limited to the damage covered by an insurance policy taken out by or on behalf of the contractor, but never exceeds the amount paid out under that insurance in the relevant case.
11.3. If, for any reason, the contractor cannot invoke the limitation in paragraph 2 of this article, the obligation to compensate is limited to a maximum of 15% of the total contract sum (excluding VAT). If the agreement consists of parts or partial deliveries, the compensation obligation is limited to a maximum of 15% (excluding VAT) of the contract sum for that part or partial delivery.
11.4. Compensation is not provided for:a. Consequential damage, including but not limited to delay damages, production loss, lost profits, transport costs, and travel and accommodation expenses. The client may insure against this damage if possible;b. Property damage, which includes damage caused during or as a result of the execution of the work to items being worked on or to items located near the worksite. The client may insure against this damage if desired;c. Damage caused by intent or deliberate recklessness of assistants or non-managerial employees of the contractor.
11.5. The contractor is not liable for damage to materials supplied by or on behalf of the client as a result of improper processing.
11.6. The client indemnifies the contractor against all third-party claims due to product liability resulting from a defect in a product supplied by the client to a third party that included products and/or materials supplied by the contractor. The client is obligated to reimburse the contractor for all damages suffered in this context, including the (full) costs of defense.
Article 12: Warranty and Other Claims
12.1. For a new vessel or hull, the warranty period is 12 months after delivery. For maintenance and/or repair work, the warranty period is 3 months after completion. Emergency repairs are excluded from any warranty. If a different warranty period is agreed upon, the other provisions of this article also apply.
12.2. If the agreed performance is found to be defective, the contractor will choose whether to correct the defect or credit the client for a proportionate part of the invoice. If the contractor chooses to correct the performance, he will determine the method, location, and timing of the correction. If the agreed performance included processing materials supplied by the client, the client must provide new materials at their own expense and risk.
12.3. Parts or materials repaired or replaced by the contractor must be sent to him by the client.
12.4. The client is responsible for the following costs:a. All transport or shipping costs;b. Costs for disassembly and assembly;c. Travel and accommodation expenses.
12.5. The client must always give the contractor the opportunity to remedy any defect or redo the work.
12.6. The client can only invoke the warranty after fulfilling all obligations towards the contractor.
12.7. Unless otherwise agreed in writing, the following tolerances apply to new construction:
- 2% length overall;
- 2% beam at the widest point;
- 10% draft;
- 2% headroom;
- 2% maximum air draft of fixed parts;
- 10% weight;
- 10% speed based on standard equipment + draft according to standard construction waterline.These definitions are in accordance with the harmonized ISO standard '8666 – Small Craft – Principal Data,' established in November 2002.
12.8. No warranty is provided for conservation work in the following cases:a. - If additional pre- and/or post-treatment according to good craftsmanship was necessary and communicated, but no order was given for it;- If the pre-treatment was not carried out or approved by the contractor;- If the material to be preserved is in such a condition that it is impossible to remedy existing defects, including corrosion, unevenness, color differences, gloss, etc., within the scope of the agreement;- If the preservation was damaged by the client or third parties.b. No warranty is provided for defects resulting from:- Normal wear and tear;- Improper use;- Incorrect or inadequate maintenance;- Physical properties and natural behavior of materials/natural products;- Installation, assembly, modification, or repair by the client or third parties;- Defects in or unsuitability of items supplied by or prescribed by the client;- Defects in or unsuitability of materials or tools used by the client.c. No warranty is provided for:- Delivered items that were not new at the time of delivery;- Inspection and repair of the client’s items;- Parts covered by factory warranty;- Items supplied or prescribed by the client.
12.9. The provisions of paragraphs 2 to 8 of this article also apply to any claims by the client based on non-performance, non-conformity, or any other legal basis.
12.10. The client cannot transfer rights under this article.
Article 13: Obligation to Complain
13.1. The client can no longer invoke a defect in the performance if he has not complained in writing to the contractor within fourteen days after discovering the defect or after he reasonably should have discovered it.
13.2. Complaints about the invoice amount must be submitted in writing to the contractor within the payment term, under penalty of forfeiting all rights. If the payment term exceeds thirty days, the client must complain in writing no later than thirty days after the invoice date.
Article 14: Non-Collected Goods
14.1. The client is obliged to collect the goods subject to the agreement at the agreed location after the delivery period and/or execution period has expired.
14.2. The client must provide all cooperation that can reasonably be expected to enable the contractor to deliver.
14.3. Goods that are not collected will be stored or secured at the client’s expense and risk. Three months after the goods have been made available, the contractor has the right, after giving written notice of default, to sell the goods on behalf of the client. The contractor is obligated to pay the proceeds to the client, after deducting any claims due to the contractor, including storage costs (Article 6:90 BW).
14.4. In the event of a violation of paragraphs 1 and/or 2 of this article, the client owes the contractor a penalty of €250 per day, up to a maximum of €25,000. This penalty may be claimed in addition to compensation under the law.
Article 15: Insurance for New Construction
15.1. Until the delivery date of the new vessel or hull, the contractor will insure the vessel or hull and the necessary materials and installations for the value they represent and for no more than the full purchase or contract sum. The insurance payments will be made to the contractor, who will be the beneficiary under the insurance policy. The insurance premium and tax are for the client’s account unless otherwise agreed.
15.2. The client agrees not to claim or enforce insurance payments from the insurer if and insofar as the contractor claims such payments for the same event.
15.3. The contractor will first use the insurance payments to repair the damage for which the payment was made. Any surplus may be offset against the contractor's claims under the agreement, with the remainder paid to the client.
15.4. If the vessel or hull is declared a "total loss" by the insurer, the agreement will automatically be terminated. In that case, the contractor has the right mentioned in the second sentence of paragraph 3 of this article.
Article 16: Payment
16.1. Payment is made at the contractor’s place of business or to an account designated by the contractor.
16.2. Unless otherwise agreed, payment is made as follows:a. 10% of the agreed price upon order20% of the agreed price after 20% of the work20% of the agreed price after 40% of the work20% of the agreed price after 60% of the work20% of the agreed price after 80% of the work10% of the agreed price upon delivery for departure/transport.b. In all other cases, within 14 days of the invoice date, but in any case before departure/transport.
16.3. If the client fails to meet his payment obligation, he is required to comply with the contractor’s request for payment in kind instead of the agreed sum.
16.4. The client's right to offset his claims against the contractor or to suspend payment is excluded unless the contractor is bankrupt or subject to statutory debt restructuring.
16.5. Regardless of whether the contractor has fully performed the agreed service, all amounts owed by the client under the agreement are immediately due and payable if:a. A payment term has been exceeded;b. The client’s bankruptcy or suspension of payment has been requested;c. The client’s assets or claims are seized;d. The client (corporation) is dissolved or liquidated;e. The client (natural person) requests statutory debt restructuring, is placed under guardianship, or dies.
16.6. If payment is not made within the agreed payment term, the client owes interest to the contractor. The interest rate is 12% per year, or the legal interest rate if higher. For interest calculation, part of a month is considered a full month.
16.7. The contractor is authorized to offset his debts to the client with claims from companies affiliated with the contractor against the client. Additionally, the contractor may offset his claims against the client with debts of affiliated companies to the client. The contractor may also offset his debts to the client with claims against companies affiliated with the client. Affiliated companies are understood to be those within the same group, as defined in Article 2:24b BW, and participations as defined in Article 2:24c BW.
16.8. If payment is not made within the agreed payment term, the client owes the contractor all extrajudicial costs, with a minimum of €75. These costs are calculated based on the following table (principal sum incl. interest):
- Over the first €3,000,
- Over the next amount up to €6,000,
- Over the next amount up to €15,000,
- Over the next amount up to €60,000,
- Over the amount above €60,000.If the actual extrajudicial costs are higher, the client owes these costs.
16.9. If the contractor is successful in a legal procedure, all costs incurred in connection with this procedure will be borne by the client.
Article 17: Securities
17.1. Regardless of the agreed payment terms, the client is required, upon the first request of the contractor, to provide sufficient security for payment, as judged by the contractor. If the client fails to comply within the specified period, he is immediately in default. In such a case, the contractor has the right to terminate the agreement and recover damages from the client.
17.2. The contractor retains ownership of delivered goods as long as the client:a. Fails to fulfill or will fail to fulfill his obligations under this or other agreements;b. Has not paid claims arising from non-compliance with the aforementioned agreements, such as damages, penalties, interest, and costs.
17.3. As long as the delivered goods are subject to a retention of title, the client may not encumber or alienate them outside his normal business operations.
17.4. After invoking his retention of title, the contractor may reclaim the delivered goods. The client will provide all necessary cooperation for this.
17.5. The contractor has a pledge and right of retention on all goods that he holds or will hold for any reason and for all claims he has or may have against the client, against anyone demanding their release.
17.6. If the client, after the goods have been delivered to him according to the agreement, fulfills his obligations, the retention of title on these goods will be revived if the client fails to fulfill his obligations under a subsequent agreement.
17.7. In deviation from the provisions of the previous paragraphs of this article, the contractor will attempt to cooperate in the registration of a vessel, if the client expressly requests this in writing, under conditions including but not limited to the provision of adequate substitute security for the amount owed by the client, subject to the contractor’s assessment.
17.8. If the client fails to fulfill his obligations and the vessel or hull has already been registered, he is required to fully cooperate in deregistering the registration. Any costs associated with this will be borne by the client. The provisions of Article 14 apply accordingly.
Article 18: Termination of the Agreement
If the client wishes to terminate the agreement without any fault on the part of the contractor and the contractor agrees, the agreement will be terminated by mutual consent. In such a case, the contractor is entitled to compensation for all financial losses, such as losses incurred, lost profits, and costs incurred.
Article 19: Applicable Law and Competent Court
19.1. Dutch law applies.
19.2. The Vienna Sales Convention (C.I.S.G.) does not apply, nor does any other international regulation from which exclusion is permitted.
19.3. Only the Dutch civil court competent in the contractor’s place of establishment will hear disputes unless this conflicts with mandatory law. The contractor may deviate from this jurisdictional rule and apply the statutory jurisdiction rules.