- These general terms and conditions apply to all (current and future) assignments provided by the client to B&Y.
- These general terms and conditions can irrevocably also be invoked by the partners and employees of B&Y and third parties engaged by B&Y.
- These general terms and conditions are applicable unless otherwise agreed in writing.
- The applicability of clients’ general terms and conditions is expressly rejected.
- B&Y carries out its activities exclusively for the client; third parties cannot derive any rights from them.
- B&Y is entitled to engage third parties in the execution of the contract. The involvement of third parties takes place if and as far as possible in consultation with the client. B&Y is entitled to accept third party liability restrictions when enabling third parties.
- The client indemnifies B&Y for damage of third parties in connection with the services rendered for the client, including the costs of defense against such claims.
- On behalf of the client, B&Y provides services, including advisory and operational activities, for the registration of vessels in various countries around the world, at the discretion of the client and according to the legal rules of the relevant country of registration. These services also include the establishment of one or more legal entities if this is necessary or desirable for the relevant registration of a vessel in a country. Furthermore, B&Y prvides services for the purpose of obtaining shipping radio licenses if and insofar as the legal rules of the relevant country of registration make this possible.
- If in the country for the registration of a vessel and/or the provision of a radio license concerned, B&Y has an office address and if this is for the registration of a vessel or for the provision of a radio license required, the client is entitled to use this office address from B&Y, but only as a location and postal address for the vessel or its owner. The client is not permitted to use the office address of B&Y for any other purposes whatsoever.
- Solely on behalf of the client B&Y carries out the activities required for the registration of and keeping registered the vessel of the client and/or to provide and keep providing a radio license in the country chosen by the client and/or for the purpose of establishing one or more legal entities in the chosen country of registration and maintaining these legal entities.
- The activities concerned are part of a total package of services which B&Y has put together for the country in question.
- Accounting and/or tax related tasks regarding the vessel or the legal entities established for the registration of the vessel in the respective country shall expressly not be part of B&Y’s services.
Obligations of the client
- The assignment of the client always includes the total package of services compiled by B&Y for the country of registration and/or the provision of a radio license chosen by the client. The client is bound to purchase this total package.
- The client is responsible for the timely and correct delivery of the correct documents required to make it B&Y possible to fulfil its obligations under the contract in a correct and timely manner.
- The client is bound to pay all the invoices of B&Y related to the issued assignments in due time by transfer the sums due to the bank account of B&Y.
- Reclamations in connection with the invoices of B&Y are to be made within fourteen days after invoice date, under penalty of loss of the right to do so.
- The client is not entitled to suspend payment of the invoices of B&Y or to payment by way of set off.
- When invoices are overdue B&Y charges statutory interests and reasonable extra judicial or collection costs, and may, without prejudice to the rights of B&Y, claim judicial costs.
- All prices used by B&Y as listed on the B&Y website or as otherwise communicated with the client are always subject to price changes. B&Y has the right to adjust its prices in the interim and to pass it on to the client.
Limitation of liability
- B&Y shall not be liable for any consequences of the non-timely, not fully or improperly supplied documents and data necessary for the establishment and/or continuation of the services requested from B&Y.
- If after the client has fulfilled the amount of the contract owed by him to B&Y in whole or in part it first shows that the client cannot provide certain required documents and data, the result of which the assignment given to B&Y cannot be completed, B&Y is entitled to deduct to the amount possible to be refunded to the client the costs that it already incurred.
- B&Y is also not liable for the consequences of non-payment or not timely payment of the invoices of B&Y as a result of which the fulfilment of the assignment is suspended or terminated by B&Y. Any additional costs for resumption of the activities by B&Y shall be borne by the client.
- In particular, but not limited to, B&Y shall not be liable, without prejudice to the provisions of this article, for the consequences of the clients’ not or not timely compliance with sums due periodically to the competent authorities in respect to the maintenance of a the registration of a vessel established in the jurisdiction concerned, as for example (state)taxes and cost trade register. B&Y shall not be liable for any fines, other costs and/or damages arising from the failure of the client to fulfil these costs or to fulfil these costs timely and which have been imposed by the competent authorities.
- B&Y is not liable for the consequences of any (intended) legislative changes or amended regulations or intends to do so in the respective country of registration of a vessel or country which has issued a radio license, as a result of which changes the registration of a vessel is no longer valid or whether the radio license is revoked or whether an existing registration or license will not be renewed.
- B&Y is not liable to the client for any shortcoming in the fulfilment of its obligations arising from the agreement(s) with the client, unless B&Y has been defaulted without delay and in writing by the client for a deficiency and B&Y has not recovered the shortcoming within reasonable time the client has made the notice of default.
- Notwithstanding the provisions of the preceding paragraphs of this article, a liability of B&Y is always limited to direct damage. For any indirect or consequential damages, including but not limited to lost profits or losses, B&Y shall never be liable.
- Notwithstanding the provisions of the preceding paragraphs of this article, any liability of B&Y shall be limited to the maximum amount that B&Y has invoiced to the client for the execution of the relevant contract but in any case to the maximum amount to be paid by the insurer of B&Y.
- The right to compensation shall lapse 6 months after the client became aware or could have become aware to the damages and liability of B&Y.