GENERAL TERMS AND CONDITIONS
PRZ MARINE SERVICES
1. DEFINITIONS
In these general terms and conditions, the following must be defined as set out below:
• the Principal: the natural person or legal entity and/or the party issuing the order to PRZ;
• Business Client: a Principal acting in the course of its business or profession (non-consumer).
• PRZ: PRZ Marine Services a sole proprietorship (eenmanszaak/ZZP) established in Amsterdam, The Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 99592908, VAT number NL005396823B58, with registered address Bos en Lommerplein 280 – 1055 RW Amsterdam, Netherlands;
• the Agreement and/or the Order: the contract between the Principal and PRZ for the performance of boat repair, maintenance, buying, selling, diagnostic, installation and/or mechanical works and/or the supply and installation of parts and materials for a vessel, whether on a fixed-price, quotation/estimate or time-and-materials basis, under which PRZ undertakes to perform the Works for the Principal against payment of a fee;
• the Parties: PRZ and the Principal jointly;
• the Personnel: the persons employed or made available by PRZ, unless explicitly stated otherwise;
• the Terms: these general terms and conditions.
• the Vessel: the vessel/boat (including its machinery, systems and appurtenances) identified in the Order/Agreement;
• the Works: all repair, maintenance, diagnostic, installation and other services performed by PRZ under the Agreement, including any Additional Works;
• Parts and Materials: all parts, components, consumables and materials supplied and/or used by PRZ in connection with the Works;
• the Site: the location where the Works are performed, including (without limitation) a marina, shipyard, berth, pontoon, workshop or the Vessel itself;
• Quotation: PRZ’s written quotation for Works and/or Parts and Materials;
• Estimate: any non-binding indication of price and/or time;
• Additional Works / Variation: any Works not included in the agreed scope, including work required due to hidden defects, corrosion, seized fasteners, prior modifications or unsafe/defective existing installations;
• Acceptance: the moment the Works are deemed accepted in accordance with clause 13.3.
2. APPLICABILITY
2.1 These Terms are applicable to all offers, quotations, Orders and/or Agreements between PRZ and the Principal in which PRZ has referred to these Terms or to which PRZ has declared these Terms applicable.
2.2 Third parties called in by or on behalf of PRZ to execute the Agreement and Personnel can also invoke these Terms vis-à-vis the Principal.
2.3 Derogations from these Terms will be valid only if the Parties have agreed on these explicitly and in writing.
2.4 If the Principal qualifies as a consumer (“consument” within the meaning of Dutch law), mandatory consumer law provisions apply. In case of conflict between these Terms and mandatory consumer law, the mandatory consumer law provisions shall prevail and the conflicting provision(s) in these Terms shall be void only to that extent.
3. THE FORMATION OF THE AGREEMENT
3.1 Unless the Parties agree otherwise, and subject to the provisions of section 6:225(1) of the Dutch Civil Code, the Agreement will be formed by these Terms and the order confirmation by or on behalf of the Principal.
3.2 If the Order is issued orally or as long as PRZ has not (yet) received the order confirmation, the Agreement will be deemed to have been concluded under the applicability of these Terms at the point at which PRZ commences the execution of the Order at the Principal’s request.
3.3 The Agreement is concluded for the duration of the Works as described in the Order/Quotation and ends upon completion of the Works and fulfilment of all payment obligations, unless the Parties expressly agree in writing on recurring services or a longer duration.
3.4 A Quotation is valid for the period stated therein, and if no period is stated, for 14 days after its date, subject to availability of Parts and Materials and price changes by suppliers.
3.5 Unless expressly stated as a fixed price in writing by PRZ, any quotation, budget indication, planning or delivery time is an estimate only. If the Agreement is performed on a time-and-materials basis, the Principal shall pay PRZ for actual hours worked and Parts and Materials supplied.
3.6 The Principal may accept a quotation and/or approve Additional Works by email, text message or other written electronic means (including WhatsApp).
3.7 If the Principal is a Consumer and the Agreement is concluded at a distance (e.g., email/telephone/WhatsApp), statutory consumer rules may apply, including a statutory right of withdrawal in certain cases.
3.8 If the Consumer expressly requests PRZ to commence the Works within any applicable withdrawal period, the Consumer acknowledges that they may be required to pay a reasonable amount for Works performed and costs incurred up to the moment of withdrawal, and that the right of withdrawal may be lost once the Works are fully performed, to the extent permitted by applicable law.
4. THE EXECUTION OF THE AGREEMENT
4.1 Any work performed by PRZ will be executed according to its best insights and ability in conformity with the requirements of good workmanship. PRZ will be required to use its reasonable efforts with the (proposed) services and the Agreement at all times, unless the Parties agree otherwise explicitly and in writing.
4.2 Where PRZ performs diagnostics and/or provides recommendations in connection with the Works, PRZ will do so to the best of its insights and on a best-efforts basis, based on the condition of the Vessel and the information available at the time. The Principal remains responsible for decisions regarding operation and use of the Vessel. This does not affect PRZ’s obligation to perform the Works with reasonable care and skill and in accordance with good workmanship.
4.3 All dates, times, schedules and/or other periods agreed by PRZ in connection with the execution of the Agreement will be estimates only, and will not be binding on PRZ.
4.4 All orders will be accepted and executed by PRZ only. The Parties hereby explicitly rule out the applicability of sections 7:404 and 7:407(2) of the Dutch Civil Code, even if it is their explicit or tacit intention that the Order will be executed by a specific person.
4.5 PRZ will decide how the Order will be executed, but will take into account wishes indicated by the Principal in that connection, to the extent possible.
4.6 If certain or specific work has been agreed, PRZ can only invoice the Principal for extra services if the Principal gave its prior permission for such extra services. If PRZ is however required to undertake extra services on the basis of its duty of due care, statutory or otherwise, it is authorised to invoice the Principal for this work, even if the Principal had not given its prior and explicit permission for such extra works.
4.7 PRZ will keep a file of the progress of the Order, including copies of all relevant documents; this file will be PRZ’s property.
4.8 The Principal shall ensure that PRZ has timely and safe access to the Vessel and the Site and that the Vessel is available at the agreed date and time. If PRZ cannot (continue to) perform the Works due to lack of access, unavailability of the Vessel, or restrictions imposed by the Site, PRZ is entitled to invoice waiting time, call-out and/or travel time and to reschedule the Works.
4.9 The Principal shall ensure compliance with all applicable rules of the marina/shipyard/Site and shall obtain all permits, approvals and permissions required for PRZ to perform the Works at the Site.
4.10 Any testing, trial run or sea trial required for commissioning or verification shall be performed only if and when conditions reasonably allow (including weather and safety). Unless agreed otherwise in writing, the time and costs of testing and/or sea trial are for the Principal’s account.
4.11 Delivery times for Parts and Materials are estimates only. PRZ is not liable for delays caused by suppliers, carriers, marina/shipyard operations or other third parties.
4.12 Unless expressly agreed otherwise in writing, the Works do not constitute a seaworthiness certificate or class/flag compliance statement for the Vessel.
4.13 PRZ is entitled to suspend or stop the Works with immediate effect if PRZ reasonably believes that continuing is unsafe or may cause damage, including (without limitation) due to fuel fumes/leaks, gas hazards, electrical hazards, unstable lifting/hoisting situations, severe corrosion, unsafe access, or hazardous substances. Any resulting delay and reasonable costs (including call-out and travel time) are for the Principal’s account.
4.14 If functional testing, engine testing, or a trial run is reasonably required, such time shall be charged as part of the Works (including travel time where applicable). Any trial run will only be performed under safe conditions and subject to the Vessel being adequately insured and legally permitted to operate. Unless agreed otherwise in writing, the Principal remains responsible as owner/operator for the Vessel and its operation during any trial run.
4.15 If the Works include replacement of a diesel engine with an electric motor and/or installation of batteries, controllers, chargers, inverters, cabling or related components (“Conversion Works”), the Works may require design choices and assumptions (including weight distribution, hull condition, propeller selection, gearing, cooling, ventilation, charging profile and available shore power). Any performance indications (including range, speed, runtime, charging time and energy consumption) are estimates only and depend on, among other things, vessel loading, weather, current, hull fouling, propeller condition, battery condition/temperature, and user operation.
4.16 Unless explicitly agreed in writing as a guaranteed result, PRZ does not guarantee that Conversion Works will achieve a specific speed, range, runtime, noise level, or charging time. PRZ’s obligation is an obligation of means (reasonable care and skill), not a result obligation, to the extent permitted by law.
4.17 Conversion Works – client-supplied components not accepted. If the Works include replacement of a diesel engine with an electric motor and/or installation of batteries, controllers, chargers, inverters, cabling or related components (“Conversion Works”), PRZ will only perform such Works using components supplied and/or approved by PRZ. PRZ is entitled to refuse (or suspend) Conversion Works if the Principal provides or insists on using client-supplied components, or components that PRZ reasonably considers unsuitable, unsafe, non-compliant, counterfeit, incompatible, or of unknown origin.
4.18 If PRZ nevertheless agrees in writing to use any client-supplied component for Conversion Works as an exception, PRZ may impose additional conditions (including advance payment, limited scope, and additional diagnostic/testing time). Any additional time and costs will be charged at PRZ’s applicable rates.
4.19 Unless expressly agreed otherwise in writing, PRZ shall perform electrical and propulsion installation works in accordance with generally accepted marine industry practice and, where reasonably applicable, the relevant manufacturer installation manuals and recognized marine standards (including but not limited to ISO 10133 and ISO 13297 or comparable standards). Compliance with such standards constitutes proper performance of PRZ’s obligation of means.
5. THE PRINCIPAL’S OBLIGATIONS
5.1 The Principal warrants to be fully authorised to enter into the Agreement and to instruct PRZ to perform the Works on the Vessel and/or at the Site. The Principal must ensure that all data and records necessary for the proper execution of the Order are made timely available to PRZ.
5.2 The Principal must ensure that PRZ is informed without delay of any facts and circumstances which could be relevant to the proper execution of the Order. The Principal guarantees not to request PRZ to provide Works, Parts and Materials or any services to any person, entity or Vessel that is subject to applicable sanctions or trade restrictions.
5.3 The Principal is responsible for ensuring that the data and records made available to PRZ are accurate, comprehensive and reliable, even if these are obtained from or via third parties. PRZ is not liable towards the Principal and/or third parties for damage of any kind whatsoever as a result of PRZ’s use of any data provided by or on behalf of the Principal.
5.4 If Works are performed on the Vessel and/or at the Site, the Principal shall provide (at no cost to PRZ) all facilities reasonably required to perform the Works, including safe access, adequate working space, lighting and, where reasonably required, shore power and/or lifting/hoisting arrangements. The Principal shall ensure that the Vessel and Site are in a condition that allows safe working.
5.5 The Principal must ensure that the working conditions on site referred to in clause 5.4, and specifically those connected with safety, comply with the required standards and local regulations and requirements.
5.6 The Principal shall inform PRZ without delay of any facts, circumstances or hazards that may be relevant to the Works, including fuel leaks, gas installations, contaminated bilges, battery hazards, confined spaces, asbestos or other harmful substances, prior modifications and known defects.
5.7 If the Principal provides PRZ with keys, access cards or codes, PRZ will use them solely for performance of the Agreement and handle them with reasonable care. Unless agreed otherwise in writing, providing keys/access does not mean PRZ assumes supervision, watchkeeping or security responsibility for the Vessel. The Principal shall remove or secure valuables on board. PRZ is not liable for loss of or damage to personal belongings on board, except to the extent caused by PRZ’s intent or gross negligence.
5.8 For Conversion Works, the Principal shall provide PRZ with complete and correct information regarding (i) the Vessel’s intended use (canal cruising, river, open water), (ii) typical trip durations and loading, (iii) existing electrical system details, and (iv) available charging infrastructure (shore power amperage/phase, marina limitations). The Principal remains responsible for ensuring that the Vessel is used within the technical limits of the installed system.
6. PERSONNEL, PROPERTY & RISK ALLOCATION
6.1 The Principal remains responsible for and bears the risk of loss of or damage to the Vessel and the Principal’s property, except to the extent such loss or damage is directly caused by PRZ’s breach of contract or negligence in performing the Works. PRZ is not liable for loss of or damage resulting from pre-existing defects, wear and tear, corrosion, hidden defects, or failures of components not worked on by PRZ.
6.2 PRZ is responsible for its Personnel and PRZ’s own tools and equipment. The Principal is not liable for loss of or damage to PRZ’s tools and equipment, except to the extent directly caused by the Principal’s negligence or willful misconduct.
6.3 Each Party is responsible for preventing pollution caused by its own acts or omissions. The Principal remains responsible for pollution originating from the Vessel or pre-existing conditions. PRZ is responsible for pollution directly caused by PRZ during the Works to the extent resulting from PRZ’s negligence and subject always to section 15.
6.4 When Works are performed at a marina/shipyard and/or while the Vessel is afloat, the Principal remains responsible at all times for the Vessel’s overall condition, seaworthiness and watertight integrity, including adequate measures to prevent water ingress and sinking (such as functioning bilge pumps, batteries and alarms where applicable), and for proper mooring lines and fenders. Unless expressly agreed in writing, PRZ does not provide supervision, watchkeeping, caretaking or security of the Vessel and is not liable for loss or damage due to theft, vandalism, weather, wake, mooring failure, sinking or water ingress, except to the extent directly caused by PRZ’s intent or gross negligence or where liability cannot be excluded by law.
7. THIRD PARTIES
7.1 If the Principal wishes to instruct third parties to execute the Order, it will do so only after having agreed on this with PRZ. The provisions of the preceding sentence are applicable mutatis mutandis to PRZ, barring situations in which, in PRZ’s reasonable opinion, its (statutory) duty of due care entails that it is compelled to call in a third party without the Principal’s prior permission.
7.2 If PRZ concludes agreements or arranges for these to be concluded with third parties in connection with the Order or pursuant to its (statutory) duty of due care, such agreements will be concluded on behalf of and for the account and risk of the Principal. In that event, PRZ will be acting as the Principal’s representative. Any warranties on Parts and Materials supplied by third parties are limited to the applicable supplier/manufacturer warranty. PRZ is not responsible for delivery delays, restocking costs or other supplier conditions, unless such are caused by PRZ’s intent or gross negligence.
7.3 The Order will be executed only for the Principal. Third parties can derive no rights from the contents of the work performed.
8. CONFIDENTIALITY
8.1 Subject to the Parties’ statutory obligation to disclose information, and subject to the Parties’ permission to disclose information, PRZ and the Principal will observe confidentiality in connection with the existence and contents of the Order, the information provided by both Parties and the results of the services.
8.2 This clause is not applicable to information which was already in the public domain before the Agreement was concluded.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 PRZ reserves all intellectual property rights in connection with the materials or services which it uses or has used and/or develops and/or has developed in connection with the execution of the Order and in connection with which it holds or can validate intellectual property rights. Any direct or indirect transfer of intellectual property rights of PRZ under the Agreement is excluded.
9.2 Unless the Parties explicitly agree otherwise, the Principal guarantees that PRZ can freely use the documents, data and information which it provides to PRZ in connection with the Agreement without infringing on any copyrights. PRZ is not liable towards the Principal and/or third parties for any damage resulting from the aforementioned use.
9.3 Subject to the Principal’s prior (written) consent, PRZ may use photographic and video documentation of the Works, the Vessel, and the installation process for promotional, marketing, and portfolio purposes. PRZ undertakes to ensure that the Vessel’s name and the Principal’s personal identity remain anonymous in such materials, unless otherwise explicitly agreed in writing.
10. FEES & TAX
10.1 Unless PRZ has expressly agreed a fixed price in writing, the Works are performed on a time-and-materials basis and PRZ will invoice the Principal for actual hours worked and Parts and Materials supplied.
(a) Business Clients: PRZ may review and adjust its hourly rates and other tariffs from time to time due to changes in costs (including supplier prices, inflation, wages and operating costs). Any adjusted rates apply only to Works performed after the effective date of the change and do not apply retroactively to hours already worked.
(b) Consumers: PRZ will not increase an agreed price for the Works already agreed and commenced, except where the increase results from (i) Additional Works / Variation requested by the Consumer or required for safe and proper execution, or (ii) changes in taxes/levies. Where a material price increase is proposed for work not yet performed, the Consumer will be informed in advance and may cancel the non-performed part, unless the increase is caused by Additional Works/Variation requested by the Consumer.
10.2 For Conversion Works, PRZ may charge for engineering/design, measurements, system configuration, commissioning, testing and documentation time as part of the Works, even if such time is not physically spent installing components on the Vessel. Unless the Parties agree otherwise, PRZ’s fee will not include travelling costs, expenses, or Parts and Materials. PRZ reserves the right to apply a professional handling fee and/or a commercial margin (markup) on all Parts and Materials supplied to the Principal to cover procurement, quality control, and logistics costs.
10.3 All rates are exclusive of VAT and other taxes, levies and charges imposed by government agencies.
10.4 The Principal is liable and will indemnify PRZ for all local and federal governmental levies (for instance but not limited to: levies, taxes and/or permits), and for all costs associated with the handling, declaration, claims or orders in that respect, within the scope of the Agreement. This clause is also applicable on all levies and/or taxes within the scope of the Agreement, for which PRZ is held personally liable and which have to be paid in another country than the country where PRZ is located. In this regard, PRZ includes its Personnel and every natural person or legal entity acting on its behalf within the scope of the Agreement.
10.5 Unless agreed otherwise, PRZ may charge call-out fees, travel time and travel expenses. PRZ may apply a minimum billing unit and may charge higher rates for work requested outside normal working hours, on weekends and/or in emergencies.
10.6 Costs of Parts and Materials, consumables (including oils, lubricants, sealants and fasteners), transport, disposal of waste (including oil/filters/coolant) and marina/shipyard fees are for the Principal’s account unless included in a fixed-price quotation.
10.7 If the Principal requests inspection/diagnosis without authorising repair, PRZ is entitled to invoice diagnostic time and any associated costs.
10.8 If PRZ agrees in writing to assess any client-supplied component for possible use in Conversion Works, time spent on inspection, identification, compatibility checks, risk assessment, and additional testing/commissioning shall be charged as part of the Works, regardless of whether PRZ ultimately proceeds with installation.
11. PAYMENT
11.1 The Principal must make payment within 14 days of the invoice date. Payment must be made in Euros (€) by transfer into a bank account designated by PRZ. Objections to PRZ’s invoices will not suspend the Principal’s payment obligations for the undisputed part of the invoice.
11.2 If the Principal does not pay an invoice by the due date, the Principal is in default and PRZ is entitled to statutory interest as follows: statutory commercial interest for Business Clients and statutory interest for Consumers, calculated over the outstanding amount from the due date until full payment.
(a) Business Clients (B2B): All costs of collection incurred by PRZ after default, both judicial and extrajudicial, are for the Principal’s account. Extrajudicial collection costs are due in accordance with the applicable Dutch rules, with a minimum of EUR 150, without prejudice to PRZ’s right to claim higher costs if and to the extent permitted by law.
(b) Consumers (B2C): PRZ will only charge extrajudicial collection costs after PRZ has sent the Consumer a written reminder/notice giving the Consumer a period of at least 14 days to pay the outstanding amount (the “14 day letter”), and only in accordance with the Dutch Extrajudicial Collection Costs Act (Wet incassokosten) and the applicable statutory scale.
Judicial costs include all costs incurred by PRZ, to the extent recoverable under applicable law.
11.3 If PRZ believes that the Principal’s financial position and/or payment pattern gives reason for doing so, PRZ is authorised to require the Principal to pay an advance and/or to provide additional security in a manner to be decided by PRZ. If the Principal fails to provide such security, PRZ is authorised to immediately suspend its performance of the Order, without prejudice to its other rights, and PRZ will be authorised to demand the immediate performance of any obligations which the Principal may have towards PRZ on any grounds whatsoever.
11.4 In the event of a joint Order, the Principals (whether acting as consortium or as joint venture) will be jointly and severally bound to pay PRZ all the sums payable pursuant to the Agreement.
11.5 Title to Parts and Materials supplied by PRZ shall not pass to the Principal until PRZ has received full payment of all amounts due under the Agreement (including interest and costs), to the extent permitted by law.
11.6 PRZ is entitled to exercise a right of retention (retentierecht) over the Vessel and/or Parts and Materials in its possession until all amounts due to PRZ have been paid in full, to the extent permitted under Dutch law. PRZ’s inability to physically retain the Vessel at a third-party marina/yard does not affect the Principal’s payment obligations.
11.7 PRZ may require an advance payment (deposit) for Parts and Materials and/or for large Orders. Unless agreed otherwise in writing, PRZ may require a deposit of 50% of the estimated total price (or the quoted price) prior to ordering Parts and Materials and/or scheduling the Works. PRZ is not obliged to order Parts and Materials, reserve time slots, or commence the Works until the requested deposit has been received. Deposits will be set off against the final invoice. If the Principal terminates the Agreement after Parts have been ordered, the Principal remains liable for Parts already ordered, delivery costs, and any supplier restocking/return charges (if applicable), as well as labour already performed.
11.8 Until all amounts due under the Agreement have been paid in full, the Principal shall not use, operate, relocate, or permit the relocation of the Vessel from the Site or marina where the Works were performed without PRZ’s prior written consent. Any such unauthorized use or relocation shall not affect the Principal’s payment obligations and shall constitute a material breach of the Agreement.
12. THE SUSPENSION & TERMINATION OF THE AGREEMENT
12.1 PRZ will be authorised to suspend the execution of the Agreement at any time and without prior notice, if the Principal defaults in its execution of one or more of its obligations under the Agreement.
12.2 Any damage and other costs, including costs incurred by PRZ, resulting from a suspension described in clause 12.1, will be for the Principal’s account. In that event, PRZ will remain fully entitled to the agreed fee.
12.3 The Parties may give notice of the termination of the Agreement, in the interim or otherwise, in writing, with immediate effect.
12.4 If the Principal terminates the Agreement, in the interim or otherwise, PRZ will be entitled to compensation of damage and/or loss, including but not limited to loss of potentially-productive capacity, and any and all additional costs resulting from the Principal’s (early) termination of the Agreement, unless the facts and circumstances which gave rise to the termination can be attributed to PRZ in full.
12.5 If PRZ has announced the termination of the Agreement, in the interim or otherwise, the Principal is entitled to PRZ’s co-operation in transferring the work to third parties, unless the facts and circumstances which gave rise to that termination can be attributed to the Principal in full. To the extent that the transfer of the work entails costs for PRZ, these will be for the Principal’s account.
12.6 If the Agreement is terminated, in the interim or otherwise, PRZ will remain entitled to the payment of invoices for any work or services performed and/or for any costs incurred up until that date in connection with the Agreement at all times. PRZ will provide the Principal with the preliminary results of the work performed up until that date, while reserving all its rights.
12.7 Where PRZ has ordered Parts and Materials and/or third-party services on behalf of the Principal, the Principal remains responsible for payment and for complying with the applicable supplier terms, including non-cancellable orders and restocking charges.
12.8 In the event of the termination of the Agreement, each of the Parties must provide the other Party with all the property, goods and documents in its possession and belonging to the other Party, without delay.
12.9 PRZ is entitled to suspend the Works with immediate effect if, in PRZ’s reasonable opinion, the Vessel and/or Site is unsafe or not suitable to perform the Works, until the situation has been remedied. PRZ is entitled to invoice time and costs incurred as a result.
12.10 If the Principal cancels or reschedules agreed Works on short notice, PRZ may charge reasonable cancellation and/or scheduling costs, including reserved time and any non-cancellable Parts and Materials ordered.
12.11 If the Principal fails to collect the Vessel or to provide reasonable instructions for its collection within 14 days after written notice that the Works are completed or suspended, PRZ shall be entitled to charge reasonable storage fees and to relocate the Vessel at the Principal’s cost and risk. If the Principal remains in default for more than 60 days after written notice of payment and collection, PRZ shall be entitled, to the extent permitted by law, to take reasonable measures to recover its claims, including arranging storage with third parties and recovering costs from the Principal, without prejudice to PRZ’s other legal rights.
13. COMPLAINTS
13.1 The Principal must notify PRZ of any complaints concerning the Works performed and/or sums invoiced by PRZ in writing and with sufficient detail.
(a) Business Clients: complaints must be submitted within 30 days after discovery of the issue, or—if earlier—within 30 days after completion of the Works (or the relevant part thereof) to which the complaint relates.
(b) Consumers: complaints must be submitted within a reasonable time after discovery. Nothing in these Terms limits or excludes any mandatory consumer rights (including statutory conformity rights).
13.2 (a) Business Clients: if the Business Client does not submit a complaint within the period set out in clause 13.1(a), the Business Client’s rights and claims in respect of that complaint may be reduced or may lapse to the extent PRZ is prejudiced by the delay (for example because inspection or mitigation is no longer reasonably possible).
(b) Consumers: failure to complain within a certain period does not affect the Consumer’s rights to the extent mandatory consumer law provides otherwise.
13.3 The Works (or relevant part thereof) shall be deemed accepted (“Acceptance”) upon the earliest of:
(a) written confirmation of acceptance by the Principal; or
(b) the Vessel being put back into use and/or operated after completion of the Works; or
(c) Business Clients: if the Business Client does not report any visible defects in writing within 30 days after PRZ has notified that the Works are complete (or within 30 days after the invoice date if earlier); or
(d) Consumers: if the Consumer does not report any visible defects in writing within a reasonable time after PRZ has notified that the Works are complete (or the invoice date if earlier), taking into account the nature of the Works and the circumstances.
Acceptance does not affect mandatory rights of Consumers under applicable law. For Consumers, acceptance of a quotation by email/WhatsApp (or other written electronic confirmation) constitutes acceptance of the offer and these Terms, without prejudice to any statutory consumer rights applicable to distance contracts.
13.4 Complaints regarding invoices must be submitted in writing:
(a) Business Clients: within 30 days after the invoice date;
(b) Consumers: within 15 days after the invoice date.
Complaints do not suspend the payment obligation for the undisputed part of the invoice, unless mandatory law provides otherwise.
13.5 For Conversion Works, Acceptance includes commissioning and functional testing of the installed system at the Site (and, if agreed, a trial run). Minor adjustments or calibration after initial commissioning do not postpone Acceptance.
13.6 After Acceptance, continued use or operation of the Vessel by the Principal shall not entitle the Principal to suspend or withhold payment. In the event a defect is reported after Acceptance, the Principal’s remedies shall be limited to inspection and, where applicable, repair or re-performance under clause 16, unless mandatory law provides otherwise.
14. THE WAIVER OF RIGHTS
PRZ’s failure to immediately enforce a right or exercise a power will not prejudice or restrict its rights and powers under the Agreement or these Terms. The waiver of rights under any clause or the terms of the Agreement will only be effective if these are agreed in writing.
15. LIABILITY, INDEMNITY, FORCE MAJEURE & INSURANCE
15.1 The Principal can only hold PRZ liable for damage which the Principal suffers as a direct result of a breach of contract by PRZ in its performance of the Agreement, with the exclusion of the provisions of section 7:407(2) of the Dutch Civil Code. The Parties hereby rule out liability for consequential and/or indirect damage, including (without limitation) loss of use of the Vessel, loss of charter income, loss of profit, downtime, towing, mooring, travel or accommodation costs, to the extent permitted by law. This clause also applies to Works performed at marinas/shipyards and/or while the Vessel is afloat.
15.2 PRZ is not liable for damage resulting from recommendations or diagnostics to the extent the damage is caused by incomplete/incorrect information provided by the Principal, hidden defects, pre-existing conditions, or decisions by the Principal regarding operation of the Vessel. This does not limit PRZ’s liability for defective workmanship in the Works actually performed by PRZ, subject to clauses 15.3 and 16.1–16.5 (and mandatory consumer law where applicable).
15.3 Barring intent or gross negligence, PRZ’s liability towards the Principal under or in connection with the Agreement is limited to the amount paid out by PRZ’s liability insurer in the relevant case. If and to the extent that no payment is made under such insurance for any reason whatsoever, or if no such insurance was taken out, PRZ’s liability is limited to the fees invoiced by PRZ to the Principal for the relevant Order up to the moment of the event giving rise to liability, with a maximum of EUR 30,000. Any liability of PRZ exceeding these limits is excluded to the extent permitted by law.
15.4 Where PRZ engages third parties (such as suppliers, subcontractors, technicians, transporters or marina/yard service providers) in connection with the Works, PRZ is not liable for their acts or omissions to the extent PRZ is not responsible for those acts or omissions under applicable law. The Principal indemnifies PRZ against third‑party claims and losses arising from such third parties’ acts or omissions, except to the extent caused by PRZ’s own breach of contract, negligence, intent or gross negligence. This clause does not exclude liability where such exclusion is not permitted by mandatory law.
15.5 The Principal indemnifies PRZ against third‑party claims (including claims by the marina/yard, neighbouring vessels, owners, charterers, guests and crew) arising out of or in connection with the Vessel and/or the Site and the execution of the Works, except to the extent such claim is caused by PRZ’s breach of contract, negligence, intent or gross negligence. This clause does not exclude liability where such exclusion is not permitted by mandatory law.
15.6 Without prejudice to clause 15.7, the Principal indemnifies PRZ against claims, losses, costs, fines and penalties imposed on PRZ that arise from circumstances for which the Principal is responsible, including the Principal’s breach of the Agreement, breach of applicable laws/regulations at the Site, or the Principal’s failure to obtain required permissions/permits, except to the extent caused by PRZ’s breach of contract, negligence, intent or gross negligence. This clause does not apply where and to the extent prohibited by mandatory (consumer) law.
15.7 The Principal indemnifies PRZ against third party claims lodged against PRZ that arise from or relate to:
(i) incorrect, incomplete or late information supplied by or on behalf of the Principal;
(ii) unsafe conditions at the Site or on the Vessel not caused by PRZ (including unsafe access, hazardous substances, fuel/gas/electrical hazards, contaminated bilges, unstable lifting/hoisting arrangements, and non-compliance with marina/yard rules);
(iii) instructions or requests by the Principal contrary to PRZ’s reasonable recommendations (including safety recommendations) and/or contrary to manufacturer instructions; and/or
(iv) the Vessel, its operation, its crew/guests, or items on board, except to the extent caused by PRZ’s breach of contract, negligence, intent or gross negligence and subject always to clause 15.3 and mandatory law.
15.8 A default of a Party in its performance under the Agreement cannot be held against it in case of force majeure or in case of a situation beyond control of such Party, preventing it from fulfilling its obligations under the Agreement or in which situation performance of such Party cannot be reasonably expected anymore. These circumstances include, amongst others, default of suppliers or third parties, national electricity interruptions, computer virus, adverse weather conditions and pandemics.
15.9 The Principal shall take out adequate insurance for the Vessel and its use, including third-party liability insurance (WA) and (where applicable) hull insurance. Upon PRZ’s request, the Principal shall provide reasonable evidence of such insurance. Any requirement to co-insure PRZ or obtain waivers of recourse shall apply only to Business Clients, and only if reasonably available in the market.
15.10 Nothing in these Terms excludes or limits PRZ’s liability to a consumer where such exclusion or limitation is not permitted under mandatory Dutch consumer law.
15.11 Where Works are performed at a marina/shipyard and/or while the Vessel is afloat (including where PRZ is given keys, access cards or codes), the Principal remains responsible at all times for the Vessel’s overall condition, seaworthiness and watertight integrity, including measures to prevent water ingress/sinking (such as functioning bilge pumps, charged batteries, alarms where applicable), and for proper mooring lines and fenders.
Unless expressly agreed in writing, PRZ does not provide supervision, watchkeeping, caretaking, security, storage, or custody (bewaring) of the Vessel, and no bailment/custody relationship is intended or created. The Principal shall ensure that:
(a) the Site permits PRZ access and work;
(b) the Principal (or a designated responsible person) remains reachable for urgent decisions and emergencies; and
(c) the Vessel is adequately insured and safely configured for being left afloat (including shore power arrangements if used).
PRZ is not liable for loss or damage due to theft, vandalism, weather, wake, mooring failure, sinking or water ingress, except to the extent directly caused by PRZ’s intent or gross negligence or where liability cannot be excluded by law.
15.12 PRZ is not liable for damage, reduced performance, or loss of capacity caused by the condition, misuse, incorrect charging, insufficient ventilation/cooling, or ageing of batteries and other electrical components, except to the extent directly caused by PRZ’s defective workmanship and subject always to clause 15.3 and mandatory law.
15.13 The Principal acknowledges that batteries and electrical propulsion components may pose fire, heat and electrical hazards if used, charged or maintained incorrectly. The Principal is responsible for operating the Vessel in accordance with manufacturer instructions and applicable safety standards. PRZ is not liable for damage arising from operation contrary to such instructions, except to the extent caused by PRZ’s intent or gross negligence or where liability cannot be excluded by law.
16. WARRANTY
16.1 PRZ provides a warranty on workmanship for a period of three (3) months after Acceptance of the Works. This warranty is in addition to, and does not limit, any statutory rights of Consumers (including statutory conformity) that cannot be excluded.
16.2 This workmanship warranty covers only defects demonstrably and directly caused by improper workmanship by PRZ.
16.3 The warranty does not cover (without limitation): (a) normal wear and tear, corrosion, ageing, or marine-environment deterioration; (b) defects caused by misuse, insufficient maintenance, negligence, freezing, water ingress, contaminated fuel, incorrect operation, or operation contrary to manufacturer instructions; (c) defects in (or caused by) Parts not supplied by PRZ (including client-supplied Parts), or Parts supplied by PRZ where the defect is subject to manufacturer/supplier warranty; (d) defects caused by third parties or modifications/repairs performed after completion; (e) hidden defects/pre-existing damage not reasonably detectable during the Works.
16.4 If a valid warranty claim exists, PRZ will, at its option, re-perform the relevant Works or repair the defect within a reasonable time. Re-performance/repair is the exclusive remedy under this warranty, unless mandatory law provides otherwise. The Principal shall not have repairs carried out by third parties without first giving PRZ a reasonable opportunity to remedy, unless immediate repair is necessary to prevent further damage or unsafe situations.
16.5 The Principal must notify PRZ of a suspected warranty issue without undue delay after discovery and must give PRZ a reasonable opportunity to inspect and remedy the issue. Continued use that aggravates damage shall be for the Principal’s account.
16.6 If the Principal provides Parts or materials (“client-supplied Parts”), PRZ does not warrant their suitability, compatibility, safety, quality, or durability.
16.7 Any additional labour time resulting from client-supplied Parts (including diagnosis, fitting, rework, delays, or repeated visits) will be charged at PRZ’s applicable rates.
16.8 PRZ is not liable for damage caused by defects in client-supplied Parts, except to the extent caused by PRZ’s intent or gross negligence or where liability cannot be excluded by law.
16.9 For Conversion Works, PRZ’s workmanship warranty covers installation/integration work performed by PRZ. Components (including batteries, controllers, chargers, displays, BMS, inverters and software/firmware) are subject only to the applicable manufacturer/supplier warranty (if any). PRZ does not provide a separate product warranty on such components beyond what is required by mandatory law.
16.10 Where system performance depends on configuration settings, software, firmware, supplier updates, third-party apps, or user settings, PRZ does not warrant uninterrupted availability or performance of such software elements. PRZ will use reasonable efforts to configure the system correctly at commissioning.
16.11 PRZ provides no warranty and accepts no responsibility for defects, safety, compliance, or performance of any client-supplied components. If PRZ agrees in writing to install any client-supplied component as an exception, any workmanship warranty applies only to PRZ’s installation work and does not extend to the component itself or to system performance impacted by that component.
16.12 Upon completion of the Works, PRZ may perform commissioning tests, measurements and configuration checks and record the results in a commissioning or handover report. Such report, including photographs and system settings where applicable, shall constitute prima facie evidence that the Works were properly performed and the system functioned at the time of delivery, unless proven otherwise.
17. THE EXPIRY OF CLAIMS
Without prejudice to the provisions of clauses 13.1 and 13.2 (and 13.3-13.5 if applicable), any claims and/or rights of claim the Principal may have against PRZ on any grounds whatsoever in connection with the Agreement, these Terms or on any other grounds, will lapse and be cancelled if such a claim has not been lodged before the court with jurisdiction, within one year of the event which gave rise to that claim. This clause 17 shall not apply to consumers to the extent mandatory consumer law provides for longer limitation periods.
18. THE ASSIGNMENT OF THE AGREEMENT
The Principal may not transfer or assign the Agreement or parts thereof to third parties, unless PRZ consents thereto explicitly. If PRZ consents to such a transfer, the Principal will remain liable towards PRZ in addition to that third party for the obligations under the Agreement and these Terms at all times, unless the Parties explicitly agree otherwise.
19. APPLICABLE LAW & JURISDICTION
The Agreement, these Terms and the other legal relationship(s) between PRZ and the Principal are subject to the laws of the Netherlands. For disputes with Business Clients, the District Court of Amsterdam has exclusive jurisdiction, unless the Parties explicitly stipulate otherwise after the dispute has arisen. For disputes with Consumers, the competent court shall be determined in accordance with mandatory Dutch consumer law.
20. FINAL PROVISIONS
20.1 If it appears to be impossible to invoke any provision of the Agreement and/or these Terms, the content and purport of that provision must at any rate be interpreted in such a way that it can be invoked as closely as possible, without prejudice to the validity of the remaining provisions of the Agreement and these Terms.
20.2 Applicability of any general terms and conditions of the Principal is hereby excluded. These Terms will be deemed to be the first terms and conditions to be invoked in the sense of section 6:225(3) of the Dutch Civil Code.
20.3 The Principal declares to have received these Terms prior to or upon conclusion of the Agreement. Upon request, PRZ can provide a Dutch version. In case of discrepancies between versions, the Dutch version shall prevail, unless mandatory law provides otherwise.
20.4 These Terms are available upon request and are provided to the Principal prior to or upon conclusion of the Agreement.
—***—