Address: Papierweg 7B, 1013 BL Amsterdam, The Netherlands
Email: info@blackworkboats.nl
Telephone: +31 85 06 006 89
Hereinafter referred to as “Black Workboats.”
2. Applicability
2.1 These General Terms and Conditions apply to all quotations, offers, order confirmations, agreements, sales, services and deliveries by Black Workboats.
2.2 These Terms are intended primarily for transactions with customers acting in the course of a business or profession.
2.3 Any terms and conditions of the customer are expressly rejected unless Black Workboats has accepted them in writing.
2.4 Deviations from these Terms are valid only when expressly agreed in writing by Black Workboats.
2.5 If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in full force. The invalid provision shall, to the extent permitted by law, be replaced by a valid provision that most closely reflects its intended purpose.
3. Quotations and Agreements
3.1 All quotations, offers, price indications, specifications and other information provided by Black Workboats are non-binding unless expressly stated otherwise.
3.2 An agreement is concluded only after Black Workboats has confirmed the order in writing or has commenced performance of the order.
3.3 The final order confirmation or sales agreement determines the agreed model, configuration, specifications, price, delivery conditions and scope of supply.
3.4 Information contained in websites, brochures, drawings, photographs, advertisements, demonstrations and other promotional material is indicative only unless expressly incorporated into the agreement.
3.5 Obvious clerical, calculation, typographical or other errors do not bind Black Workboats.
4. Prices and Payment
4.1 Unless expressly stated otherwise, all prices are exclusive of VAT, transport, packaging, insurance, import duties, customs charges, registration costs, taxes and other governmental charges.
4.2 Payment must be made in accordance with the payment schedule stated in the quotation, order confirmation or sales agreement.
4.3 The customer may not suspend payment or set off amounts against amounts owed to Black Workboats, except where mandatory law provides otherwise.
4.4 If payment is overdue, Black Workboats may suspend production, delivery, warranty work and any other obligations until all outstanding amounts have been paid.
4.5 All reasonable costs incurred in collecting overdue amounts, including legal and collection costs, shall be borne by the customer to the extent permitted by law.
4.6 Ownership of products supplied by Black Workboats remains with Black Workboats until all amounts due under the relevant agreement have been paid in full, to the extent permitted by applicable law.
5. Specifications and Modifications
5.1 Black Workboats may make changes to the design, construction, materials, components, dimensions, weight, appearance or specifications of a product where such changes do not materially reduce the agreed functionality, safety or performance of the product.
5.2 Dimensions, weights, speeds, fuel consumption, payloads, performance figures and other technical data may be subject to normal manufacturing and measurement tolerances unless expressly guaranteed in writing.
5.3 Performance may vary depending on, among other things, engine choice, propeller, load, weight distribution, equipment, water conditions, weather, hull condition and operating circumstances.
5.4 Black Workboats is not responsible for the compatibility or performance of equipment, engines, accessories or modifications supplied or installed by third parties unless Black Workboats has expressly accepted responsibility for them in writing.
6. Delivery and Lead Times
6.1 Delivery and production dates are estimates unless expressly agreed in writing as binding deadlines.
6.2 A delay does not automatically place Black Workboats in default and does not entitle the customer to compensation or cancellation unless mandatory law or an express written agreement provides otherwise.
6.3 Delivery, transport obligations, costs and transfer of risk are determined by the Incoterm stated in the quotation or sales agreement. Where an Incoterm is used, the version of the Incoterms rules expressly stated in the agreement applies.
6.4 If no Incoterm or other delivery condition has been agreed, risk passes to the customer when the product is made available for collection at Black Workboats’ premises or another agreed delivery location.
6.5 If the customer fails to accept delivery when required, Black Workboats may store the product at the customer’s risk and expense.
7. Customer Responsibilities
7.1 The customer is responsible for determining whether the selected boat, engine, configuration and equipment are suitable for the customer’s intended application, operating environment and local requirements, unless Black Workboats has expressly confirmed such suitability in writing.
7.2 Recommendations or advice provided by Black Workboats are based on the information made available by the customer. Black Workboats is not liable for consequences resulting from incomplete, inaccurate or incorrect information supplied by the customer.
7.3 The customer is responsible for ensuring that the boat is operated by competent persons and in accordance with applicable laws, limitations, manuals, safety instructions and good seamanship.
7.4 The customer shall not exceed stated limitations concerning, among other things, maximum engine power, engine weight, persons, payload, loading, operating area or other applicable design limitations.
7.5 Any use outside the stated or agreed operating limits is at the customer’s own risk.
8. Inspection and Acceptance
8.1 The customer must inspect the product as soon as reasonably possible following delivery.
8.2 Visible transport damage, missing components and other externally apparent defects must be reported to Black Workboats in writing without undue delay after discovery.
8.3 The customer must give Black Workboats a reasonable opportunity to inspect and, where applicable, repair or replace an allegedly defective product before repairs or modifications are carried out by third parties.
8.4 Failure to report a defect within a reasonable period after it was discovered or reasonably should have been discovered may affect the customer’s rights to the extent permitted by applicable law.
9. Warranty
9.1 Black Workboats warrants that, at the time of delivery, products manufactured by Black Workboats materially conform to the specifications expressly agreed in the applicable order confirmation or sales agreement.
9.2 Any specific warranty period or additional warranty conditions are those expressly stated in the applicable quotation, sales agreement, warranty document or product documentation.
9.3 Unless expressly agreed otherwise, warranty does not cover defects or damage resulting from:
improper, abnormal or unintended use;
normal wear and tear;
overloading or exceeding stated operating limitations;
collision, grounding, impact, accident or external forces;
incorrect lifting, transport, storage or launching;
incorrect installation or commissioning;
poor or insufficient maintenance;
use of unsuitable engines, propellers, equipment or accessories;
modifications or repairs not authorised by Black Workboats;
acts or omissions of third parties;
corrosion, degradation or damage to components not manufactured by Black Workboats where such damage is not attributable to Black Workboats; or
failure to follow manuals, instructions or applicable regulations.
9.4 A warranty claim does not automatically entitle the customer to replacement of the complete product, cancellation of the agreement or reimbursement of consequential costs.
9.5 Where a valid warranty claim exists, Black Workboats may, at its reasonable discretion and subject to applicable law, repair the defective part, replace it or provide another appropriate remedy.
10. Maintenance, Operation and Modifications
10.1 The customer is responsible for proper inspection, operation, storage and maintenance of the boat and all installed equipment.
10.2 The customer must comply with manuals, warning labels, technical documentation, engine manufacturer instructions and applicable regulations.
10.3 Alterations to the hull, structure, engine installation, electrical system, steering system, fuel system, lifting points or safety equipment may affect safety, performance, certification and warranty.
10.4 Black Workboats accepts no responsibility for modifications, repairs or installations performed by the customer or third parties unless expressly approved by Black Workboats in writing.
11. Liability
11.1 To the fullest extent permitted by applicable law, Black Workboats shall only be liable for direct damage that is the direct and reasonably foreseeable result of an attributable failure by Black Workboats to perform its contractual obligations.
11.2 Black Workboats shall not be liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of production, loss of use, business interruption, missed operations, loss of contracts, loss of opportunity, charter costs, replacement vessel costs or other economic loss.
11.3 To the fullest extent permitted by law, Black Workboats’ total aggregate contractual and non-contractual liability arising out of or in connection with an agreement shall be limited to the lower of:
(a) the amount paid or payable by the customer for the product or part of the order giving rise to the claim; or
(b) the amount actually paid out under Black Workboats’ applicable liability insurance in respect of the relevant claim, plus any applicable deductible.
11.4 Where no insurance payment is made for reasons unrelated to Black Workboats’ failure to comply with its insurance obligations, liability shall, to the extent permitted by law, be limited to the amount paid or payable for the product or part of the order giving rise to the claim.
11.5 The limitations and exclusions in this Article apply to Black Workboats and, to the extent permitted by law, to its directors, employees, contractors, subcontractors and suppliers.
11.6 Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited, including mandatory statutory product liability.
11.7 Nothing in these Terms excludes liability for damage caused intentionally or through deliberate recklessness by Black Workboats where such liability cannot legally be excluded.
12. Third Party Components
12.1 Engines, batteries, electronics, steering systems, trailers and other third party products may be subject to the warranty terms of their respective manufacturers.
12.2 To the extent permitted by law, Black Workboats does not provide a warranty for third party products beyond the warranty expressly provided by Black Workboats or the relevant manufacturer.
12.3 Black Workboats is not responsible for manufacturer recalls, software changes, discontinued components or changes in availability of third party products outside its reasonable control.
13. Force Majeure
13.1 Black Workboats is not liable for failure or delay in performance resulting from circumstances beyond its reasonable control.
13.2 Such circumstances may include natural disasters, extreme weather, fire, flood, war, terrorism, civil unrest, strikes, epidemics, government measures, sanctions, export restrictions, energy shortages, material shortages, supplier failure, production disruption, transport disruption, port congestion and delays or failures in international logistics.
13.3 During a force majeure event, Black Workboats may suspend its obligations for as long as the event and its consequences continue.
13.4 If performance becomes permanently impossible or commercially unreasonable as a direct result of force majeure, Black Workboats may terminate the affected part of the agreement without liability for consequential loss, subject to mandatory law.
14. Cancellation and Custom Orders
14.1 Orders for boats, products or components that are manufactured, ordered, modified or configured specifically for the customer cannot be cancelled or returned without Black Workboats’ prior written consent.
14.2 Once production, procurement or customisation has commenced, Black Workboats may refuse cancellation or may make cancellation conditional upon payment of costs already incurred, commitments entered into and a reasonable amount for lost margin and other losses, to the extent permitted by law.
14.3 Deposits and advance payments relating to custom or made-to-order products are non-refundable to the extent they relate to costs, commitments or losses incurred by Black Workboats, unless otherwise required by mandatory law.
15. Intellectual Property and Documentation
15.1 All intellectual property rights relating to designs, drawings, models, calculations, photographs, manuals, technical documents, production methods, trademarks and other materials supplied or developed by Black Workboats remain vested in Black Workboats or the relevant rights holder.
15.2 The customer may use documentation supplied by Black Workboats only for the normal operation, maintenance and resale of the purchased product.
15.3 The customer may not reproduce or use Black Workboats’ designs, drawings or technical documentation for manufacturing, copying or commissioning substantially similar products without prior written permission.
16. Export, Import and Regulatory Compliance
16.1 Unless expressly agreed otherwise in writing, the customer is responsible for determining and complying with all local requirements applicable to importation, registration, licensing, operation, taxation and use of the product in the country or area where it will be imported or operated.
16.2 Black Workboats does not warrant that a product complies with regulations outside the jurisdiction, certification regime or operating category expressly stated in the sales agreement.
16.3 The customer is responsible for obtaining permits, registrations, licences, approvals and import documentation that are not expressly included in Black Workboats’ scope of supply.
16.4 Black Workboats may suspend, refuse or terminate a transaction where reasonably necessary to comply with applicable sanctions, export controls, customs rules, anti-money laundering requirements or other applicable laws or governmental measures.
16.5 Black Workboats is not liable for delays, additional costs or inability to deliver resulting from a customer’s failure to comply with applicable import, export or regulatory requirements.
17. Indemnification
17.1 To the extent permitted by applicable law, the customer shall indemnify and hold Black Workboats harmless against third party claims, losses, liabilities and reasonable costs resulting from:
use of the product contrary to the supplied instructions or stated limitations;
unauthorised modifications to the product;
use of the product for an application for which Black Workboats did not expressly confirm suitability;
the customer’s breach of applicable laws or regulations; or
acts or omissions of the customer, its personnel, operators, contractors or other persons under its responsibility.
17.2 This indemnity does not apply to the extent that the relevant claim is directly caused by a defect or circumstance for which Black Workboats is legally liable and such liability cannot lawfully be excluded or limited.
18. Suspension and Termination
18.1 Black Workboats may suspend performance if the customer fails to make a payment when due, fails to provide information required for performance, refuses delivery or otherwise materially fails to perform its obligations.
18.2 Black Workboats may terminate the agreement, to the extent permitted by law, if the customer remains in material breach after having been given a reasonable opportunity to remedy that breach where such opportunity is required.
18.3 Black Workboats may also suspend or terminate performance where there are reasonable grounds to believe that the customer will not be able to meet its payment obligations.
19. Governing Law and Jurisdiction
19.1 All quotations, agreements, deliveries and disputes involving Black Workboats are governed exclusively by the laws of the Netherlands.
19.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
19.3 To the extent permitted by mandatory law, all disputes arising out of or relating to an agreement with Black Workboats shall be submitted exclusively to the competent court in the district in which Black Workboats has its registered office.
19.4 Black Workboats nevertheless retains the right to bring proceedings against the customer before any other court having jurisdiction over the customer or its assets.
20. Entire Agreement and Priority
20.1 The order confirmation or sales agreement, together with these Terms and any expressly incorporated documents, constitutes the agreement between the parties concerning the relevant transaction.
20.2 In the event of conflict, the following order of precedence applies unless expressly agreed otherwise:
the signed sales agreement or order confirmation;
expressly agreed special conditions;
these General Terms and Conditions;
other product or commercial documentation.
20.3 Oral statements or arrangements do not amend the agreement unless confirmed in writing by Black Workboats.
21. Contact
Questions concerning these Terms may be directed to: