Conditions générales

CONDITIONS OF RENSEN-DRIESSEN SCHEEPSMAKELAARDIJ

1. DEFINITIONS
RDMS Conditions: These conditions of Rensen-Driessen Scheepsmakelaardij, or any newer versions thereof.
Contractor: Rensen-Driessen Scheepsmakelaardij BV, with registered office in Zwijndrecht, Chamber of Commerce no. 24378877, unless explicitly agreed otherwise, also "RD".
Principal: Anyone who enters into an Agreement with RD, either in writing or verbally.
Other party: Those who intend or will intend to enter into a Purchasing Agreement with the Principal.
Purchasing agreement: The agreement which comes into being through the mediation of RD, in which the Principal enters into an agreement as purchaser or seller with the Other Party as purchaser or seller for the purchase and delivery of a certain ship.
Agreement: The agreement for an assignment between the Principal and RD, either a Sales Assignment or a Search assignment.
Sales assignment: The Agreement by which RD acts on behalf of the Principal as potential seller, with the intention of finding an Other Party for a certain ship.
Search assignment: The Agreement by which RD acts on behalf of the Principal as potential buyer, with the intention of finding an Other Party from which to buy a certain ship.

2. APPLICABILITY
The RSDM Conditions are applicable to all agreements entered into by RD, in whatever capacity, to all services that RD provides and on all communications which arise between RD and the Other Party.
If the Purchasing agreement includes a third-party clause that gives RD the right to apply the RDSM conditions to the buyer and/or seller, that clause is accepted in advance by RD.
In addition to RD, its director(s), shareholder(s), employees and assistants can also invoke the RDSM Conditions as if they were RD itself.
Any other general conditions are hereby explicitly rejected to the extent that they conflict with the provisions of the RDSM Conditions.

3. FORMATION AND EXECUTION OF THE AGREEMENT
RD is only bound to the Agreement after it has been confirmed by fax or e-mail to the Principal. If that is simply not possible, the Agreement can also be confirmed verbally.
RD is free to transfer all rights and obligations derived from the Agreement and the RDSM Conditions to a third party. The Principal grants in advance RD permission for this as intended in article 6:159 of the Dutch Civil Code.
RD undertakes to attempt to find a suitable Other Party for the Principal. To this end, RD can issue statements on behalf of the Principal and obtain information for the benefit of the Principal. Unless explicitly agreed otherwise in writing, such communication is not binding for RD or for the Principal with respect to the Other Party.
To the extent that the Other Party assumes that the actions of RD have been done under proxy from the Principal, an applicable proxy will be assumed to be present.
RD draws up the Purchasing Agreement and, in consultation with the Principal, mediates with the Other Party about any changes to it. RD can include a third-party clause in the Purchasing Agreement for its own benefit, in which the purchaser and seller grant RD the authority to apply the RDSM Conditions with respect to them.
Any changes in or additions to the Purchasing Agreement which are agreed, whether or not through the mediation of RD, between the Principal and the Other Party after the agreement has been signed, can be confirmed by e-mail or fax to the Principal and/or the Other Party. If no claim is made in writing within three days against such a confirmation, the addressee is considered to acknowledge the accuracy of the confirmation.
RD will, at the written request of the Principal, register the Purchasing Agreement at the expense of the requester in the appropriate registers as intended in article 7:3 of the Dutch Civil Code.
If the Principal had a certain person employed by or active for RD in mind when entering into the Agreement, RD is nevertheless free to have the Agreement executed by another person.

4. LIABILITY
Even if RD is a joint signatory to the Purchasing Agreement, it is not a contractual party, nor is it liable in any way whatsoever for compliance to the commitments resulting from it.
When executing the Agreement, RD will apply all due care as contractor and is fully committed to the interests of the Principal RD is not liable for any damage, unless the Principal can prove that the damage is the result of intent or gross negligence on the part of RD.
Any liability of RD is limited to the amount it has received as commission and any claim on RD will lapse if it has not been brought before the court within six months after it can be assumed that the claimant must have been aware of the facts and circumstances which lie at the basis of the claim against RD. Furthermore, if RD is not informed of the facts and circumstances within two weeks of that moment, the claimant will be considered to have forfeited its rights on RD.
The administration of RD acts as conclusive evidence between parties, notwithstanding the possibility of supplying evidence to the contrary.
The Principal indemnifies RD from all claims which third parties may have on RD in connection with the execution of the Agreement or the Purchasing Agreement.

5. COMMISSION
Once the Purchasing Agreement has been drawn up and the transfer of the ship has taken place, the Principal owes commission to RD, the extent of which is stated by RD in the order confirmation as intended in 3.1. or otherwise. Even if the Purchasing Agreement deviates from what was originally intended when entering into the Agreement, commission is still owed.
Even if the Purchasing Agreement is terminated before the transfer, the Principal still owes RD the commission, unless the termination is based on the grounds of a reservation concerning financing.
The commission is still owed if the Purchasing Agreement is terminated or declared void after the delivery. The commission is also owed if the Purchasing Agreement is not executed in its entirety as a consequence of non-registration as referred to in 3.7.
Unless agreed otherwise, the commission owed will be paid by the notary on behalf of the Principal, either from the purchase price or from funds made available to the notary by the Principal for this purpose. RD is entitled to allow the notary to inspect the Agreement.

6. OTHER CONDITIONS
The Agreement is subject to Dutch law. Any disputes which cannot be resolved in good harmony will be resolved exclusively by the competent Dutch court in Rotterdam.
If a provision in the RDSM Conditions is declared void, it will be considered to have been replaced by a clause which approaches as close as possible the intention of the agreement which has been declared void.
The definitions used here are only valid in the context of the RDSM Conditions. Any similar terms that RD may use in another connection do not automatically have the same meaning, unless expressly agreed otherwise or if another interpretation would be illogical.