General Terms and Conditions for Dredging and Offshore Services
Effective: April 2026
Article 1 – Applicability
1.1 These general terms and conditions apply to all legal relationships between CoastWorx (the “Contractor”) and the Client, including all work provided by the Contractor, particularly services specified in the quotation.
1.2 Deviations from these terms are valid only if expressly agreed in writing. The Contractor explicitly rejects any general purchase conditions of the Client.
1.3 In case of conflict, the Dutch version prevails over this English translation.
Article 2 – Obligations
2.1 In performing the work, the Contractor exercises the utmost care regarding the Client’s interests and maintains confidentiality of all data and information provided by the Client.
2.2 The Contractor may subcontract work to third parties if necessary for proper execution.
Article 3 – Offers
3.1 All offers are non-binding. The Contractor is bound only if the Client signs and returns the quotation within 14 days.
3.2 Prices in the quotation exclude VAT, government levies, and additional costs (e.g., shipping), unless specified otherwise.
Article 4 – Execution of the Agreement
4.1 If work is performed at the Client’s location, the Client provides necessary facilities free of charge.
Article 5 – Contract Duration and Execution Period
5.1 Agreed periods are indicative unless stated otherwise in writing. The Contractor provides no guarantees on delivery times; delays do not entitle compensation, dissolution, or suspension.
Article 6 – Fees
6.1 Parties may agree on a fixed fee at contract conclusion.
6.2 Otherwise, fees are based on actual hours at the Contractor’s standard rates applicable during performance.
6.3 The Contractor may pass on price changes post-agreement.
Article 7 – Payments
7.1 Client must pay invoices within 14 days of invoice date. Objections do not suspend payment.
7.2 Late payment places Client in default, accruing 1% monthly interest (or statutory rate if higher) from default until full payment.
Article 8 – Retention of Title
8.1 All delivered items (reports, designs, equipment, software, files) remain Contractor’s property until full payment of all obligations.
8.2 Client may not pledge or encumber retained items.
8.3 Client notifies Contractor immediately of third-party claims on retained goods.
8.4 Client insures retained goods against fire, explosion, water, theft; policy available on request.
8.5 Client authorizes Contractor access to retrieve retained property.
Article 9 – Complaints
9.1 Complaints must be reported in writing within 8 days of discovery (max 14 days post-completion), with detailed description.
9.2 Valid complaints allow Contractor to reperform work. If impossible, liability limited per Article 11.
Article 10 – Termination
10.1 Either party may terminate in writing.
10.2 Client early termination entitles Contractor to loss compensation plus payment for work done.
10.3 Contractor early termination forfeits future payment claims, except for useful prior work.
Article 11 – Liability
11.1 Contractor liable only for intent/gross negligence; no consequential damages (e.g., lost profits).
11.2 Maximum liability: invoice value of defective work or total invoice if unidentifiable.
11.3 Client indemnifies Contractor against third-party claims related to agreement.
11.4 Exclusions benefit Contractor’s staff/third parties.
11.5 Liability limited to third-party indemnification received.
Article 12 – Force Majeure
12.1 Force majeure (e.g., IT failure, breakdowns) excuses performance.
12.2 Contractor may suspend/terminate without liability.
12.3 Partial performance before force majeure is payable if independently valuable.
Article 13 – Indemnities
13.1 Client indemnifies Contractor against IP claims on Client-provided materials.
13.2 Client guarantees materials/files are virus-free.
Article 14 – Intellectual Property
14.1 Contractor documents (reports, designs) for Client use only; no reproduction without permission.
14.2 Contractor may use gained knowledge non-confidentially.
14.3 Contractor may use work for promotion.
Article 15 – Confidentiality
15.1 Legal disclosure requirements do not breach confidentiality or require compensation.
Article 16 – Termination for Cause
16.1 Contractor may terminate/suspend without notice if Client: bankrupt, suspends payments, liquidates, dies/guardianship, or breaches obligations.
16.2 All fees immediately due.
16.3 Client must notify Contractor of such events.
Article 17 – Transfer
17.1 Client may not transfer rights/obligations without written Contractor consent.
Article 18 – Applicable Law and Jurisdiction
18.1 Dutch law governs.
18.2 Disputes settled exclusively by competent court in The Netherlands.
These terms filed with Dutch Chamber of Commerce.
Last updated April 2026.