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GENERAL PURCHASE CONDITIONS of Oceanco, filed with the Registry of the District Court of Rotterdam, the Netherlands, on 26 February 2015 under number 16/2015.

  1. Definitions and explanations
    1. In these General Purchase Conditions, the following capitalised terms have the meanings attributed to them in this article.
      General Purchase Conditions: these General Purchase Conditions;

      Oceanco: the private company with limited liability Alblasserdam Yachtbuilding B.V., the private company with limited liability Alblasserdam Yachtbuilding Holdings B.V., the private company with limited liability Alblasserdam Yachtbuilding Shipyards B.V. or the private company with limited liability AYB Properties B.V. to each of whom independently applies these General Purchase Conditions;

      Devices: all items used by the Contractor in executing the Agreement or conductive to the Objects or intended for use in the application of Objects and forming a part of the scope of supply, such as but not restricted to (digital) drawings, calculations, moulds, models, instructions, manuals and software;

      Employees: all employees of the Contractor and all (other) persons who, within the framework of the agreed work and/or delivery of Objects and/or Devices, are or shall be employed by or performs or will perform work for the Contractor or a Subcontractor or by, for or via any (other) third party (regardless of the nature of the work).

      Contractor: the natural or legal person, the partnership or any other entity to whom Oceanco sends a request for an offer or proposal and/or who submits an offer or proposal to Oceanco and/or with whom Oceanco concludes an agreement for the sale and/or delivery of Objects and/or Devices and/or the performance of work, irrespective of whether this pertains to a contract for services, contracting work or any other agreement providing for the performance of work, including but not restricted to the agreement providing for the supply of employees by the Contractor to Oceanco, with the proviso that the work in question is performed without there being a relationship of employment.

      Subcontractors: all parties who, whether directly or indirectly through one or more subcontractors or one or more of their direct or indirect subcontractors, are engaged by the Contractor to perform work and/or supply Objects and/or Devices by virtue of an Agreement between Oceanco and the Contractor;

      Agreement: the contract between Oceanco and the Contractor pertaining to the sale and/or delivery of Objects and (in so far is part of the agreement) Devices, and/or the performance of work, such as but not restricted to a contract for services and/or contracting for work and/or any other agreement by virtue of which work is performed without there being a relationship of employment, which also includes the Agreement providing for the supply of employees by the Contractor to Oceanco. Where in these general conditions the term ‘Agreement’ is used, this is (also) be considered to include these General Purchase Conditions, unless it follows from the context that this is not the intention.

      Objects: the material objects, materials, base materials, consumables and other items supplied by the Contractor, including all items that are processed in the realisation of objects. Software, designs, (digital) drawings and comparable goods shall insofar as necessary be considered to be included in the term “Objects”.
    2. Where in these General Purchase Conditions terms are used in plural, whether or not defined, they are considered to include the singular and vice versa. Provisions formulated in plural are considered to also apply to the singular where such will be the case (are, in so far as necessary deemed to have been drafted in the singular) and vice versa. Terms used to imply the feminine gender are considered to also imply the male gender and vice versa.Any term and/or phrase introduced or followed by the words “and/or” shall mean either such term or phrase separately, collectively or any combination of such term and/or phrase.
    3. In all cases in which Oceanco is entitled to rescind the Agreement by virtue of the Agreement or these General Purchase Conditions, this shall be considered to include full as well as partial rescission.
    4. In these General Purchase Conditions, (sections of) ships are considered to fall under the buildings of Oceanco, even to the extent that such (sections of) ships are no longer located within its buildings or have already been launched, while “within buildings” is insofar as necessary also considered to be read as “in, to or on (sections of) ships”.
    5. In these General Purchase Conditions, the wharf and the other premises and buildings of Oceanco are considered to be the wharf, premises and buildings used by Oceanco and located in Alblasserdam, the Netherlands.
    6. In these general Purchase Conditions, intent or wilful recklessness on the part of Oceanco is considered to be: intent or wilful recklessness by Oceanco itself and/or by (a member of) any of the corporate bodies of Oceanco and/or by any of its managers, including any of its subordinate managers, and/or by any (other) person charged with the management of its business operations.
  2. Applicability
    1. These General Purchase Conditions shall apply to all requests for an offer or proposal issued by Oceanco, each offer and each proposal made by the Contractor for the purpose of concluding an Agreement and each Agreement concluded between the Contractor and Oceanco.
    2. Deviations from or alterations of these General Purchase Conditions or of any Agreement to which those provisions apply shall only be valid if explicitly agreed in writing by Oceanco.
    3. In the event that any provision of these General Purchase Conditions is found to be contradictory to any provision of the Agreement to which these General Purchase Conditions apply, the provision of the Agreement shall prevail.
    4. In the event of a conflict between the Dutch text of these General Purchase Conditions and a translation thereof, the Dutch text shall prevail.
  3. Secrecy
    1. The Contractor shall be obliged (i) to keep secret all confidential information of Oceanco obtained by the Contractor, through whatever means, prior to and/or at the occasion of and/ or after entering into the Agreement, (ii) to only make use of such confidential information if and to the extent required for issuing an offer, making a proposal or fulfilling his obligations under the Agreement and (iii) to only disclose confidential information to his Subcontractors and/or Employees if and to the extent required for issuing an offer, making a proposal or fulfilling his obligations under the Agreement, and only after submitting them to the obligation to keep the confidential information in question secret and to only use such information subject to the same conditions to which the Contractor is subject by virtue of this article 3.1 in respect of such use.
    2. In these General Purchase Conditions, confidential information of Oceanco is considered to be all information relating to (i) Oceanco and/or its business operations and/or any of the thereto associated companies and/ or the business operations of any of those companies, and/or (ii) any of the clients and/or any of the other relations of Oceanco, including, without being limited thereto, names and particulars as to his (their) address(es), and/or (iii) any of the ships that are being or have been designed and/or built by or in the name of Oceanco by order of any of those clients and/or (iv) the (ultimate) direct and/or indirect owner(s) of any of those ships, including, without being limited thereto, names and particulars as to his (their) address(es), and all information comparable to the aforesaid information referred to in this article 3.2.
    3. The Contractor shall be obliged to refrain from making takes, including, without limitation, photographs, drawings, film-, video-, and sound recordings (“takes”), at the wharf of Oceanco and/or on its premises and/or in its buildings and/or of and/or on board of any ship that is being or has been designed and/or built by or in the name of Oceanco and from disclosing and/or distributing and/or publishing any such takes (whether or not such takes have been made by or at the order of the Contractor) and to ensure that such takes shall not be taken and/or made and/or disclosed and/or distributed and/or published by any of its directors and/or any of the members of its staff and/or any company related to the Contractor and/or any director and/or any member of the staff of any such related company and/or any Subcontractor and/or any Employee, and/or by any third party present at the wharf and/or on the premises and/or in the buildings in question and/or on board of and/ or in the vicinity of any such ship on the Contractor’s behalf or at his request or invitation. The Contractor shall furthermore be obliged to refrain from granting interviews to third parties without prior written permission from Oceanco and to ensure that such interviews shall not be granted by any of its directors and/or any of the members of its staff and/or any company related to the Contractor and/or any director and/or any member of the staff of any such related company and/or any of his Subcontractors and/or any of his Employees and/or any other party referred to in the first sentence of this article 3.3, to the extent that any such interview directly or indirectly pertains to any offer or any proposal issued for the purpose of concluding an agreement with Oceanco and/or to the Agreement.
    4. The Contractor guarantees Oceanco that its directors, the members of its staff, all related companies, and all directors and all members of the staff of such related companies, the Subcontractors, Employees and the third parties referred to in article 3.3 shall comply with the obligations of the Contractor under article 3 as if they were their own obligations. The Contractor shall furthermore be bound to compensate Oceanco for all damage it incurs if such compliance is not adhered to.
  4. Formation of the agreement
    1. All offers and all proposals issued by the Contractor shall, unless agreed otherwise, be valid for a period of 90 days, during which period they shall be considered irrevocable.
    2. Each offer made by Oceanco for the purpose of concluding an Agreement shall be considered to have been issued without obligations and may be withdrawn even after its acceptance by the Contractor, with the proviso that such a withdrawal is effected immediately after acceptance and as long as no Agreement was concluded in the manner described in article 4.3 of these General Purchase Conditions.
    3. The Agreement and each amendment thereof shall be effected by means of a written acceptance issued by Oceanco of an offer or proposal from the Contractor. Save for the extent to which Oceanco and the Contractor agree otherwise in a concrete case, an order confirmation issued by the Contractor shall count as a proposal for the conclusion of an agreement, the proposal of which must first be accepted in writing by Oceanco before it constitutes an Agreement.
    4. If the written order from Oceanco deviates on more than secondary points from the proposal issued by the Contractor, the Agreement shall be effected in accordance with the written order from Oceanco upon expiry of a period of 5 days following the signature date of the order, with the proviso that the Contractor has not rejected the order in writing within this period, or as much earlier as the Contractor has commenced execution of the order.
    5. If Oceanco submits a written order to the Contractor without a proposal having been issued by the Contractor for the purpose of concluding the Agreement, that order shall count as a proposal from Oceanco, in which case the Agreement shall, contrary to the provisions of article 4.3 of these General Purchase Conditions, be effected as soon as the Contractor has signed and returned it to Oceanco within five days of it having been sent to the Contractor, or if the Contractor has commenced his performance within this period and has therefore accepted the proposal of Oceanco, all except to the extent that Oceanco applies the provisions of article 4.2. If after expiry of this period of five days the Contractor as yet signs and returns the written order or commences execution of the order, the Agreement shall be considered effected, with the proviso that Oceanco notifies the Contractor in writing within five days that his confirmation or execution of the order is considered to be timely made or commenced.
    6. For on-call contracts, the obligation to deliver shall each time come into existence at the moment at which the order for a (partial)delivery that has been sent by post, courier or electronic means (e-mail or fax), has been received by the Contractor.
    7. The general conditions of the Contractor shall not apply to the Agreement concluded by Oceanco with the Contractor. Any application of those conditions is hereby explicitly rejected.
  5. Prices
    1. The agreed prices are excluding VAT. All costs relating to compliance with the obligations of the Contractor, such as but not restricted to the costs of packaging, certifications, inspections, overhead and transport shall be considered to be also included in the price.
    2. The prices shall be fixed, unless the Agreement specifies the circumstances that might give rise to a price adjustment, as well as the manner in which the adjustment in question is to be implemented.
    3. When concluding the Agreement, the Contractor and Oceanco shall be considered to have acknowledged the risk of adjustments being made to the prices of base materials, labour, insurances, freight rates, taxes and levies and of laws and other government measures being amended, rescinded and introduced following formation of the Agreement. If and to the extent that those circumstances did not give rise to a relevant clause on price adjustments being included in the Agreement by the Contractor and Oceanco, those circumstances shall be at the risk of the Contractor and shall never be considered to be unforeseen circumstances.
  6. Invoicing and payment
    1. The Contractor shall send specified invoices to Oceanco only after all agreed Objects and (to the extent they are part of the Agreement) Devices have been delivered and possible additional work such as, but not only, installation/assembly of the Objects and Devices in question has been finalised, and/or the agreed work has been performed and, if so agreed, the acceptance test conducted and the Objects, Devices and work accepted by Oceanco.
    2. The invoiced amounts shall each time correspond with the agreed amounts. Credit limitation surcharges shall never be due, unless explicitly agreed otherwise.
    3. All invoices shall be compiled pursuant to all thereto relating statutory requirements set out in the Dutch Insurance Tax Act 1968 (Wet op de Omzetbelasting 1968), the Dutch Collection of State Taxes act 1990 (Invorderingswet 1990), the Dutch Implementation Regulations for the liability of recipients, Subcontractors and Clients 2004 (Uitvoeringsregeling Inleners-, keten- en Opdrachtgeversaansprakelijkheid 2004) and any other applicable legislation. To the extent that the Agreement (also) pertains to the performance of work, the wage costs shall be specified on the invoices, and the invoices in question shall comply with the requirements referred to hereinafter in article 22 as well as with all thereto relating statutory requirements. In this article 6.3 and in article 6.5, the term requirements is also considered to include said conditions, for example in respect of the limitation of (vicarious) liability.
    4. A payment term of 30 days shall be applied for all invoices.
    5. If an invoice does not comply with the invoicing requirements referred to in article 6.3 and/or article 22 of these General Purchase Conditions, Oceanco shall be entitled to return the invoice in question and only pay any amount specified on that invoice after it has received a new revised invoice which complies with the relevant requirements, in which case payment shall be made within the payment term of the revised invoice as referred to in article 6.4 of these General Purchase Conditions.
    6. The payment of an invoice by Oceanco does not constitute an acknowledgement that the delivered Objects and/or Devices and/or performed work comply with the Agreement or are free of defects.
    7. In the event of untimely compliance on the part of Oceanco with its payment obligations, Oceanco must be given written notice of default and granted a reasonable term of at least 30 days within which to as yet comply with the unfulfilled obligation before being in default.
    8. In the event that Oceanco becomes liable for payment of interest due to untimely compliance, that interest shall be equal to the interest rate of the European Central Bank for basic funding transactions (Euribor, twelve months’ tariff) that was applicable at the time when the default occurred.
    9. In all cases involving an advance payment by Oceanco, Oceanco shall each time be entitled to demand from the Contractor that he provides a security in the form of a bank guarantee to the satisfaction of Oceanco and to the amount of the sum to be paid in advance or already paid (the advance amounts yet to be paid or already paid). The bank guarantee must in that case be issued by a bank with a good reputation and a rating that is at least as high as the rating of a first class Dutch commercial bank with its principal place of business in the Netherlands. The cost of providing the bank guarantee shall be at the expense of the Contractor. As long as the bank guarantee has not been provided, Oceanco shall be entitled to suspend payment of each and any amount invoiced to it without being in default of payment or owing interest, and the payment term of the invoice (the invoices) in question shall not commence.
    10. IftheContractorfailstocomplywithanyofhisobligationsundertheAgreement,Oceancoshallbeentitled to suspend compliance with its obligations in accordance with the provisions of article 15.2, in which case this right of suspension shall also apply to the obligation to pay any and all amounts invoiced to it and to all amounts that have become due to Contractor in any other manner, regardless of the agreement whereunder any such amount has or will become due. If the right of suspension of Oceanco lapses as a result of the Contractor as yet complying with his obligations, the payment term for each and any invoiced amount referred to in article 6.4 of these General Purchase Conditions and for each and any other amount due by Oceanco shall re-commence.
  7. Alterations, additions and omissions
    1. Oceanco shall at all times be entitled to demand from the Contractor that the scope and/or the qualities of the Objects and/or Devices to be delivered and/or work to be performed is/are altered, while Oceanco shall furthermore be entitled to alter the drawings, models, specifications and suchlike relating to the Objects and/or Devices to be delivered and/or work to be performed.
    2. If in the opinion of the Contractor an alteration as referred to in article 7.1 of these General Purchase Conditions should have consequences for the agreed price and/or delivery time, then he shall be obliged to notify Oceanco thereof in writing as soon as possible, yet no later than within 5 days following notification of the proposed alteration, but always before the alteration is carried out, failing which the Contractor shall be obliged to implement the alteration without being able to claim an adjustment of the price and/or the delivery time.
    3. If Oceanco and the Contractor reach agreement on the adjustment of the price and/or delivery time desired by the Contractor, the adjustment to the scope and/or the qualities of the Objects and/or Devices to be delivered and/or the work to be performed and/or the modifications in the drawings, models, instructions, specifications and suchlike relating to the Objects and/or Devices to be delivered and/or work to be performed, the adjusted price and/or delivery time shall be laid down in writing, after which there shall exist a situation of agreed additional and/or reduced work.
    4. If, as a result of an adjustment desired by Oceanco, no agreement can be reached between Oceanco and the Contractor about the consequences of that adjustment for the price and/or delivery time, the adjustments in the scope and/or qualities of the Objects and/or Devices to be delivered and/or work to be performed and/ or modifications in the drawings, models, instructions, specifications and suchlike relating to the Objects and/ or Devices to be delivered and/or work to be performed, shall not be implemented, unless Oceanco demands from the Contractor that the additions and/or reductions be implemented in accordance with its request for alteration/the alterations and, within five days after having requested the Contractor to implement the (desired) alteration, has instituted a claim against the Contractor in respect of the dispute about the consequences of that (desired) alteration for the price and/or delivery time pursuant to the provisions of article 26.2 of these General Purchase Conditions.
  8. Packaging and storage
    1. The Contractor shall be obliged to package and preserve all Objects and (to the extent they are part of the Agreement) Devices it delivers in such a manner that those Objects and Devices can be transported without sustaining damage and stored without sustaining damage for a period of at least one year. All packaging materials must be recyclable.
    2. The Contractor shall be obliged to ensure that all Objects and Devices subject to the Agreement bear the necessary markings, texts and labels in accordance with instructions provided by Oceanco. The Contractor shall be obliged to ensure that those markings, texts and labels are at all times clearly visible from the front and the back in preparation of and during transport.
    3. If it has been agreed between Oceanco and the Contractor that Objects and/or Devices are to be stored prior to transfer/delivery, then that storage must be in a protected, covered, waterproof and, insofar as necessary or desirable in view of the Objects and/or Devices in question, heated and secured storage place. Oceanco shall at all times be entitled to inspect each storage space. if a storage space is rejected by Oceanco, the Contractor shall be obliged to transfer the Objects and Devices in question to another storage space as soon as possible.
    4. The Contractor shall be liable towards Oceanco for all damage caused by inadequate packaging and/or inadequate preservation, as well as for all damage, each destruction and each loss due to theft or otherwise occurring as a result of or during the storage of the Objects and/or Devices referred to in article 8.3 of these General Purchase Conditions, regardless of the location at which they are stored and regardless of whether Oceanco invokes its right of inspection as referred to in article 8.3 of these General Purchase Conditions, as well as, more in general, for all damage to, each destruction and each loss of Objects and/or Devices occurring prior to the transfer referred to in article 10.1 and 10.2 of these general Purchase Conditions or the delivery thereof to Oceanco. Article 8.3 and this article 8.4 shall apply accordingly in any case where any goods that are owned by Oceanco will be stored by the Contractor at Oceanco’s request.
    5. Oceanco may grant that, subject to further agreed conditions, the Contractor make use of the wharf of Oceanco and/or its premises and/or buildings for the storage of goods belonging to the Contractor and/or his Subcontractors. Oceanco shall at all times be entitled to withdraw such permission without giving reasons. The storage of goods belonging to the Contractor and/or his Subcontractors shall be entirely at the risk of the Contractor. Save for in the case of intent or wilful recklessness on the part of Oceanco, Oceanco shall not be liable for any damage caused at any time to any of the goods belonging to the Contractor and/or any of his Subcontractors stored on the wharf, on any premises or in any of the buildings referred to in this article 8.5 and also not for damage incurred due to the destruction or loss of such goods, for whatever reason. Insofar as related to the goods referred to in this article 8.5, the Contractor shall be obliged to indemnify Oceanco against any claim from any of the Subcontractors of the Contractor pertaining to goods that are stored on the wharf of Oceanco or any of its premises or in any of its buildings, and furthermore to compensate Oceanco in the event that any of those Subcontractors enforces any such claim, and furthermore to repay all costs of legal assistance and all other costs incurred by Oceanco for its defence against any such claim, unless such claim is the result of intent or wilful recklessness on the part of Oceanco.
    6. If so requested by Oceanco, the Contractor shall be obliged to take back packaging and packaging materials at his own risk and expense, even if it has been borrowed. Moreover, Oceanco shall at all times be entitled to return packaging and packaging material to the Contractor at his expense.
    7. The processing respectively destruction of packaging and packaging materials shall be the responsibility of the Contractor. In the event that packaging and/or packaging materials are processed or destroyed by Oceanco at the request of the Contractor, this shall be done at the risk and expense of the Contractor.
  9. General obligations, quality and nature of the Objects, Devices and work.
    1. The Contractor shall be expected to have a full understanding and full knowledge of the nature of the Objects and Devices to be delivered, as well as of the scope of all work related to the execution of the Agreement, as well as of all thereto applicable conditions, laws and regulations. The Contractor shall furthermore be expected to be familiar with all relevant regulations and recommendations made by classification societies, national and (insofar as applicable) international and foreign authorities and with the prevailing standards and business practices in the Western European super yacht building industry.
      • The Objects and Devices to be delivered shall be new and of excellent quality and free of defects, and that if work is performed, that work shall be performed by professional personnel and with the use of new materials of excellent quality.
      • The Objects, Devices and work shall be fully in compliance with the relevant provisions of the Agreement, the given specifications and the requirements for such Objects, Devices and work as applied in the Western European super yacht building industry, proceeding from the customary high quality objectives and standards of that sector.
      • The Objects and Devices shall be suitable for their designated purpose as follows from the specifications in the Agreement and shall furthermore by virtue of the Agreement or, if no provisions have been made on the matter in the Agreement, based on the designated use of the Objects and Devices, comply with all applicable Dutch and other (foreign and international) government regulations and with all other applicable requirements.
      • The Objects and Devices shall, in accordance with the applicable European directives, comply with the CE marking respectively the EC statement of conformity for machines/safety components or the “manufacturer’s statement” as well as with all other markings and statements applicable under such directives, or under any comparable directive, even to the extent that they replace or complement existing regulations. The Contractor shall submit the EC statement of conformity to Oceanco.
    2. The Contractor shall at his own risk and expense ensure the timely acquisition of all clearances, permits, certificates and licences required for the execution of the Agreement or on the basis thereof and shall furthermore ensure compliance with the provisions contained therein. Where any (one or more of) the clearances and/or permits and/or certificates and/or licenses will not be acquired and/or compliance with the provisions contained therein cannot be met, this shall never justify reliance on Force Majeure.
  10. Execution and delivery
    1. The Agreement must be executed at the agreed location. The delivery (oplevering) of work and the transfer (levering)/delivery (aflevering) of Objects and Devices must take place at the agreed location, on the agreed transfer/ delivery date and within the agreed term. If no location and/or date and/or term have been agreed, then transfer/delivery shall take place at a location, on a date and within a term determined by Oceanco following consultation with the Contractor. All transfer/delivery dates and terms agreed on between the Contractor and Oceanco, and all transfer/delivery dates and terms determined by Oceanco in accordance with this article 10.1 shall each time be considered to be final.
    2. Thetransfer/delivery of Objects and the transfer/delivery of Devices shall take place on a “delivery duty paid” basis in accordance with the version of the Incoterms that is applicable at the moment at which the Agreement is formed and at a location agreed on or designated by Oceanco.
    3. If circumstances occur on which basis an agreed transfer/delivery delivery date or term may be expected to be exceeded, the Contractor shall be obliged to immediately notify Oceanco thereof in writing.
    4. If any transfer/delivery date or term agreed on or determined by Oceanco in accordance with article 10.1 of these general Purchase Conditions is exceeded by the Contractor, then the Contractor shall be in default without any notice of default being required and, without prior notice of default being required, forfeet an immediately due and payable penalty to Oceanco at the amount of 1% of the agreed price for each day that the transfer/delivery date or term agreed on or determined by Oceanco is exceeded, with a maximum of 10% of the agreed price (unless another penalty and/or other penalty maximum is/are specified in the Agreement, in which case the penalty and/or the penalty maximum specified in the Agreement shall prevail). The penalty shall not substitute any form of compensation for damages nor any compliance (nakoming) of the obligation that has not been performed, and Oceanco shall (therefore) in addition to imposing the penalty and demanding compliance and compensation be entitled to institute any other action and any other (legal)act to which it is entitled by virtue of the Agreement and/or at law. In the event of rescission, the penalty shall be payable for the entire term up to the date of rescission, with the proviso that the penalty shall never be higher than the agreed maximum amount (if such a maximum amount has been agreed).
    5. The Contractor shall only be authorised to partially deliver Objects and/or Devices and perform work in stages if so agreed with Oceanco and if this does not give rise to an increase of the costs/price for Oceanco. Oceanco shall be entitled to return partial deliveries that have not been agreed to the Contractor at such Contractor’s risk and expense, without this leading to any alteration of the agreed obligations of the Contractor and therefore without the Contractor being entitled to demand alteration of transfer/delivery dates, terms, payment of the agreed instalments or making demands of any other kind.
  11. Inspections, surveys and testing
    1. Inspections and/or surveys and/or testing by Oceanco and/or persons and/or institutions designated by Oceanco may be performed prior to, during and/or after completion or transfer/delivery, regardless of where the Objects and/or Devices in question are located and where the work is being performed. If so required by Oceanco, the Contractor shall each time grant Oceanco access to any location where Objects and/or Devices are located and/or where work is being performed within the framework of the Agreement for the purpose of carrying out the inspections and/or surveys and/or testing, in which the Contractor shall also be obliged to render its full cooperation. If so required by Oceanco, the Contractor shall at the request of Oceanco but at the Contractor’s expense make all necessary personal assistance, machinery, (measuring)equipment and materials available to Oceanco in aid of inspections and/or surveys and/or tests.
    2. If the Contractor performs an inspection, survey or test or has any of these performed, he shall be obliged to notify Oceanco thereof as much in advance as is necessary for Oceanco to be present during the inspection, survey or test in question.
    3. Oceanco and the Contractor, as well as any expert appointed by (one of) them, and, insofar as concerning Oceanco, its client(s) and the experts of its client(s), shall each time be entitled to be present during inspections, surveys and testing.
    4. All costs of or relating to inspections and/or surveys and/or testing shall be at the expense of the Contractor, regardless of whether the costs in question are incurred in relation to inspections and/or surveys and/or testing performed by the Contractor or inspections and/or surveys and/or testing performed at the request of Oceanco.
    5. If an inspection, a survey or testing is delayed for reasons that are not caused by a shortcoming in compliance with its obligations on the part of Oceanco, all costs and all (other) damage arising from that delay shall be at the expense of the Contractor. In the event that Objects and/or Devices and/or works are rejected, the costs of subsequent inspections and/or surveys and/or testing, including all relevant costs incurred by Oceanco, the relevant costs it is obliged to pay under its agreement(s) with its client(s) and all (other) damage, shall be at the expense of the Contractor.
    6. If during an inspection, survey or testing one or more Objects, Devices or works are rejected, the Contractor shall be obliged to remedy the defect in question (including the replacement of Objects and Devices) at his own risk and expense within the specified term and to have the remedied Object (the Objects), the Device (the Devices) or the work (works) re-inspected, re-surveyed or re-tested, without prejudice to all other rights vested in Oceanco by virtue of the Agreement and without prejudice to its rights at law. The cost of the remedy cannot be charged by the Contractor as additional work. Rejection by Oceanco shall not give rise to postponement of the terms agreed for completion or transfer/delivery.
    7. If one or more of the rejected Objects, Devices or works are again rejected during subsequent inspection, survey or testing after having been remedied, Oceanco shall be entitled to have it/them remedied by a third party at the expense of the Contractor, without prejudice to any other right vested in it by virtue of the Agreement and/ or at law.
    8. Inspections and/or surveys and/or testing of Objects and/or Devices and/or works conducted by, in the presence, or on behalf of Oceanco shall not constitute any acknowledgement that the Objects and/or Devices and/or works comply with the Agreement, save for if an inspection, survey or testing is conducted by an independent (government) body (including classification societies) with the intention to establish whether or not Objects and/or Devices and/or works comply with the requirements set by the body in question, such as but not restricted to the applicable requirements set by classification societies or flag States. In such cases, the outcome of the inspection, survey or testing shall be binding for Oceanco and the Contractor to the extent that it pertains to the question whether the Objects and/or Devices and/or works in question comply with the requirements set by the body in question; the same shall apply to the outcome of re-inspections.
    9. If during an inspection, survey or testing one or more Objects and/or Devices and/or works are rejected, all costs incurred for the remedy or replacement of the Object(s) and/or Device(s) and/or work(s) in question, all thereto related costs, such as but not restricted to the costs of assembly and disassembly, transport costs, the repair of damage to other objects and Devices and all (other) damage sustained by Oceanco relating to the rejection of the Object(s), and/or the device(s) and/or the work(s) in question, shall be at the expense of the Contractor. If any Object and/or any Device has to be replaced and the ownership of that Object and/ or Device was already transferred to Oceanco at the time of rejection, this shall not affect the obligation of the Contractor to repair or replace the Object and/or Device in question and to pay damages. The ownership of the rejected Object and/or the rejected Device shall be transferred to Contractor after the Object and/ or Device in question have (has) been replaced and the replacing Object and/or replacing Device have (has) become the property of Oceanco in accordance with the provisions of article 14 of these General Purchase Conditions. The cost of transport of rejected Objects and/or Devices that have been replaced by new Objects and/or Devices shall be at the expense of the Contractor.
  12. Acceptance tests
    1. If an acceptance test has been agreed between the Contractor and Oceanco, the Contractor shall be obliged to offer the Objects and/or Devices and/or works in question for testing on a date agreed between the Contractor and Oceanco for the purpose of establishing whether the Objects and/or Devices and/or works in question comply with the Agreement. To the extent that no relevant provisions have been included in the Agreement, the Contractor and Oceanco shall, prior to the acceptance test, mutually determine the procedure to be followed and the term within which or the date on which the test is to be conducted. The Contractor shall refrain from offering Objects and/or Devices and/or the works for the acceptance test if he knows or can reasonably be expected to know that those Objects and/or Devices and/or works will be rejected.
    2. If the acceptancetest has been concluded successfully,then the acceptance of the Objects and/or Devices and/ or works in question shall be effected by the signing of the acceptance protocol. If Objects and/or Devices and/or works to be accepted are found to have minor defects that will not impede the commissioning of the ship in which/to which/on which the Objects and/or Devices in question are installed or placed and/or works are performed in accordance with the agreement concluded by Oceanco with its client, the class requirements applicable to the ship in question, the law and other regulations, the acceptance test shall be considered to have been successfully concluded, with the proviso that the client(s) of Oceanco who commissioned the construction of the ship in question agree(s), the Contractor must provide a security for compliance with his obligations, including a sum reasonably estimated by Oceanco to be the amount of the possible compensation for damages, and the defects can and will be remedied within a period to be determined by Oceanco. A new acceptance test shall be conducted after the minor defects referred to in this article have been remedied. Such a test shall be conducted subject to the provisions of this article. All costs relating to the new acceptance test shall be at the expense of the Contractor.
    3. If an acceptancetest is conducted twice without approval being given,Oceanco shall be entitled at its own discretion to fully or partially rescind the Agreement or have it fully or partially rescinded, or to have the Objects and/or Devices and/or works in question repaired or supplied or performed by a third party at the expense of the Contractor, without prejudice to the other rights vested in Oceanco by virtue of this Agreement and without prejudice to its rights at law. This article shall be equally applicable to the extent that so-called minor defects are rejected twice, with the proviso that rescission of the Agreement shall then only be possible if the Client(s) of Oceanco has/have the agreement concerning the ship to which the Objects and/or Devices and/or works relate rescinded extrajudicially or has/have it rescinded by legal means (either in whole or partially).
    4. The acceptance of Objects and/or Devices and/or work shall not relieve the Contractor from his obligations under the Agreement, including without limitation, obligations pertaining to the guarantee issued by him to Oceanco.
  13. Force Majeure
    1. If on account of a circumstance beyond its control, such as but not restricted to natural disaster, war or threat of war, riot, uprising, terrorist attack, sickness, epidemic, quarantine measure, import or export ban or restriction, any strike, governmentally imposed ban or restriction, shortcoming in compliance with its obligations towards Oceanco on the part of any client of Oceanco or any other third party, delay in the delivery, transfer or supply to any client of Oceanco, any order issued by any client of Oceanco not being performed or being cancelled, or any one or more comparable circumstances, Oceanco is not able or cannot be expected to comply with its obligations under the Agreement (in a timely manner), such will be the case in any of the circumstances referred to in this article 13.1, this shall constitute a circumstance of Force Majeure (non-attributable shortcoming) on its part, and the obligation to comply with the commitment(s) in question shall be suspended until the circumstance on which ground Oceanco is affected by Force Majeure has ended and compliance shall again be possible.
    2. A situation of Force Majeure on the part of the Contractor shall exist if a circumstance occurs in respect of the Contractor which justifies reliance on article 6:75 of the Dutch Civil Code (non-attributable shortcoming).
    3. The Contractor shall only be allowed to rely on Force Majeure towards Oceanco if he notifies Oceanco of the circumstance in question as set out in article 13.2 of these General Purchase Conditions and relies thereon in writing as soon as possible, yet by no later than within five days after its occurrence, subject to submission of the necessary documents of proof.
  14. Transfer of ownership and risk
    1. All Objects and (in so far as part of the Agreement) all Devices to be supplied to Oceanco by the Contractor by virtue of the Agreement concluded between Oceanco and the Contractor shall be for the risk of the Contractor until their delivery at the agreed location. The ownership of each separate Object and each separate Device in question shall be transferred to Oceanco at the moment of its delivery (aflevering), unless the transfer of ownership has then already taken place by virtue of any provision under the Agreement or these General Purchase Conditions. Devices used by the Contractor in the execution of the Agreement, such as but not restricted to moulds, dies and templates, shall pass into the ownership of Oceanco as soon as those Devices are delivered to the Contractor or manufactured by him. The transfer of property and ownership shall be effected as a result of the Contractor holding the Devices in question for Oceanco as from the moment at which those Devices were delivered to the Contractor or manufactured by him.
    2. If Objects are created as a result of uniting, confusion or otherwise, those Objects shall be transferred to the ownership of Oceanco at the moment of their creation, regardless of whether they contain goods or materials that are the property of Oceanco at such time. The Contractor shall each time be considered to have created the Objects for Oceanco and shall each time hold those new Objects for Oceanco as property of Oceanco.
    3. If, in view of compliance on the part of the Contractor with his obligations under the Agreement,Oceanco makes goods available to the Contractor, the Contractor shall be obliged to clearly mark those goods as the property of Oceanco and hold them for Oceanco.
    4. If so requested by Oceanco,the Contractor shall,within 5 days of the request in question,be obliged to submit to Oceanco a written statement of ownership made out to Oceanco for all Objects and all Devices referred to in article 14.1 and/or article 14.2 of these General Purchase Conditions and to sign/conclude all other documents, deeds and (other) agreements that are required to effect the transfer of ownership of those Objects and those Devices to Oceanco (to the extent that this has not yet been done in accordance with the provisions of article 14.1 and/or article 14.2 of these General Purchase Conditions).
  15. Shortcoming, suspension, rescission and liability
    1. If the Contractor files a petition for a moratorium or (whether or not at his own request) will be declared bankrupt, or if the Netherlands Debt rescheduling of natural persons Act is declared applicable to him, or if the Contractor discontinues his business, or if the Contractor is dissolved or offers his creditors a settlement outside the moratorium or bankruptcy on the basis of which the creditors are required to agree to partial payment of their claims, or if attachment is levied against the Contractor and that attachment is not revoked within a period of four weeks, or if any person working in the salaried employment of or otherwise employed by Oceanco is or will be paid or is or will be offered to be paid a remuneration of whatever kind by or on behalf of the Contractor with the intention of inducing that person to have Oceanco conclude any agreement (including the Agreement) with the Contractor or to perform any other factual or legal act, he shall be in default or be considered to be in default towards Oceanco of complying with his obligations under the Agreement.
    2. If the Contractor fails to comply with any of his obligations under the Agreement or is considered to fail in such compliance, including the occurrence of any event referred to in article 15.1, he shall, without notice of default being required and therefore by the mere fact of noncompliance towards Oceanco, be in default, and Oceanco shall be entitled to suspend compliance with its obligations under the Agreement without being held to submission of any (written) warning, notice of default or summons to the Contractor, and furthermore to rescind the Agreement or have the Agreement rescinded without any notice of default being required, all without prejudice to the other rights vested in Oceanco by virtue of the Agreement and without prejudice to its rights at law.
    3. IntheeventofacircumstanceofForceMajeureonthepartoftheContractor,therightofOceancotorescind the Agreement or have the Agreement rescinded shall not be affected. This shall apply equally in the event of a circumstance of Force Majeure on the part of Oceanco. If, in any event of a circumstance of Force Majeure, Oceanco proceeds to rescind the Agreement or have the Agreement rescinded, Oceanco and the Contractor shall not be bound to pay any damages in respect of each other. In the event of a circumstance of Force Majeure on the part of Oceanco or on the part of the Contractor, the Contractor shall not be entitled to rescind the Agreement or have the Agreement rescinded.
    4. Without prejudice to any special provision of the Agreement pertaining to the provision of security by the Contractor (also in case of any such special provision applying), the Contractor shall be obliged at the first request of Oceanco to provide the form of security for compliance with his obligations under the Agreement as required by Oceanco, to supplement that security and, if Oceanco deems such to be appropriate, to change one or more existing securities, each time in such a manner that compliance with his obligations on the part of the Contractor is, in the opinion of Oceanco, fully guaranteed, failing which Oceanco shall be entitled to suspend compliance with its obligations under the Agreement without being held to submission of any (written) warning, notice of default or summons to the Contractor and, if required by Oceanco, to rely on article 15.2 of these General Purchase Conditions.
    5. The Contractor shall be liable to Oceanco for all damage sustained by Oceanco due to noncompliance on the part of the Contractor with his obligations under the Agreement.
    6. The Contractor shall be liable to Oceanco for all Subcontractors,Employees and other persons directly or indirectly used by the Contractor for or in connection with the issue of an offer and/or the issue of a proposal to conclude the Agreement and/or compliance with his obligations under the Agreement, and shall furthermore be obliged towards Oceanco to compensate Oceanco for all damage incurred by Oceanco in the event that one of those persons in doing so acts unlawfully in respect of Oceanco, or if the Contractor fails to comply with his obligations under the Agreement as a result of any actions or omission on the part of such a person. In such cases Contractor shall not be entitled to rely on Force Majeure.
    7. Save for in the event of intent or wilful recklessness on the part of Oceanco, the Contractor shall be obliged to indemnify Oceanco against all claims that third parties, including, without limitation, employees of Oceanco, may have against Oceanco in relation to a shortcoming on the part of the Contractor in complying with his obligations under the Agreement and/or any act and/or omission on the part of the Contractor and/or on the part of any of the Subcontractors and/or Employees and/or on the part of any of the other persons for whom the Contractor is liable, at any time, insofar as any such act and/or omission is concerned, to the extent that the act or omission in question is in any way related to the execution of the Agreement or the presence of the Contractor and/or any of his Subcontractors and/or any of the Employees and/or any of the other persons for whom the Contractor is liable, on the wharf of Oceanco and/or on the other premises and/or in the buildings of Oceanco, regardless whether such claims will be based on any contract will be unlawfull, or will be based on any other ground. Save for in the event of intent or wilful recklessness on the part of Oceanco, the Contractor shall be liable to Oceanco for all damage incurred by Oceanco in the event that a third party enforces a claim as referred to in this article 15.7 against Oceanco, including but not restricted to all costs of legal assistance and all other costs incurred by Oceanco to put up a defence against such a claim.
    8. The Contractor shall be obliged to insure himself at his own expense against the risks of contractual and non- contractual liability. The Contractor shall be obliged to take out a liability insurance covering his liability in respect of such risks to an amount of at least EUR 250,000.00 per claim, with a maximum of at least EUR 1,000,000.00 per annum, in which recourse against Oceanco and subrogation shall be excluded, and, as long as not all of his obligations under the Agreement have been complied with, to maintain that insurance and to always comply with his obligations towards insurers arising from it. The Contractor shall be obliged at the first written request of Oceanco to submit to Oceanco a copy of the insurance policy and of proof of payment from which it is evident that the owed premiums have each time been paid in a timely manner.
    9. IfOceancofailstocomplywithitsobligationsundertheAgreement,itshallonlybeindefaultafterhaving been given notice of default, in which it shall each time be granted a period of at least 30 days during which to as yet comply with the obligations to which it is subject. In the event of non-timely payment of a monetary debt, Oceanco shall be obliged to pay interest in accordance with the provisions of article 6.8 of these General Purchase Conditions. Save for in the event of intent or wilful recklessness on the part of Oceanco, Oceanco shall for the remainder not be liable for the damage incurred by the Contractor due to noncompliance on the part of Oceanco with its obligations under the Agreement (regardless of whether there is question of attributable shortcoming (toerekenbare tekortkoming) on the part of Oceanco). This article 15.9 shall apply accordingly in any case where the Contractor files a claim against Oceanco that is (also) based on any unlawful act, or on any other ground.
    10. Save for in the event of intent or wilful recklessness on the part of Oceanco, Oceanco shall not be liable to the Contractor, his Subcontractors, Employees and other persons directly or indirectly used by the Contractor for or in connection with the issue of an offer and/or the issue of a proposal to conclude the Agreement and/or compliance with his obligations under the Agreement (nor to any of them individually) for the damage they incur (he incurs) as the result of any act and/or any omission on the part of Oceanco and/or of any member of its personnel and/or any assisting person and/or any other third party it directly or indirectly uses in complying with its obligations under any agreement, and/or his presence on the Wharf of Oceanco, and/or on any of its other premises and/or in any of its buildings, regardless of whether the claim will be based on an (attributable) shortcoming on the part of Oceanco in the compliance with its obligations under the Agreement, an unlawful act or on any other ground.
    11. TheContractorshallbeobligedtoindemnifyOceancoagainstallclaimsfromtheSubcontractors,Employees and other persons referred to in article 15.10 of the General Purchase Conditions (and from each of them individually), to the extent that this involves claims in respect of which Oceanco is not liable under that article, fully compensate Oceanco if any Subcontractor, Employee or any such other person enforces such claim against Oceanco and to furthermore compensate Oceanco for all costs of legal assistance and all other costs incurred by Oceanco for its defence against such claim.
    12. The Contractor shall be obliged to indemnify Oceanco against all claims from employees of Oceanco and against all claims from other third parties (and from all claims from each of them individually) insofar that such claims are based on the assertion that Oceanco is bound towards them (any of them) to compensate the damage they incur (any one of them incurs) due to the fact that the Contractor, his Subcontractors and/or Employees and/or other persons referred to in article 15.10 enforce (or any one of them enforces) a claim as referred to in that article against them (any one of them), to indemnify Oceanco against any such claim and to furthermore compensate Oceanco for all costs of legal assistance and all other costs incurred by Oceanco for its defence against any such claim, with the proviso that this article 15.12 shall not be applicable if the damage is caused by the intent or wilful recklessness on the part of Oceanco.
    13. Save for in the event of intent or wilful recklessness on the part of Oceanco, Oceanco shall not be liable to the Contractor nor to any person present on the wharf of Oceanco, on any of its other premises or in any of its buildings at the request or on the invitation of the Contractor for the damage they incur (he incurs) (i) as the result of any act and/or any omission of Oceanco and/or of any member of its personnel and/or of any assisting person and/or of any other third party, Oceanco directly or indirectly uses in complying with its obligations under any agreement, and/or (ii) in relation to their (his) presence on the Wharf of Oceanco, on any of its other premises or in any of its buildings, regardless of whether the liability is based on the Agreement, on an unlawful act or any other ground.
    14. The Contractor shall be obliged to indemnify Oceanco against all claims from the persons referred to in article 15.13 of these General Purchase Conditions (and from all claims from each of them individually) and to compensate Oceanco in respect of such claims and furthermore to compensate Oceanco for all costs of legal assistance and all other costs incurred by Oceanco for its defence against such claims, with the proviso that this article 15.14 shall not be applicable if the damage is caused by the intent or wilful recklessness on the part of Oceanco.
    15. Provisions in these General Purchase Conditions that are intended to limit or exclude the liability of Oceanco or to create an obligation of the Contractor to hold harmless and indemnify Oceanco do not apply insofar as such provisions are in contravention of article 6:185 DCC, in any case where any deviation from such article 6:185 DCC, according to article 6:192 DCC will be null and void or voidable and Contractor may rely on the provisions of article 6:192 DCC.
  16. (Extra)judicial costs and waiver of right
    1. In the event that Oceanco incurs (extra)judicial costs as a result of noncompliance on the part of the Contractor with his obligations under the Agreement, those costs shall be entirely at the expense of the Contractor, even to the extent that those costs relate to the submission of various, demands for payment, notices of default, (settlement)proposals and/or other preparatory acts.
    2. TheContractorwithrespecttoOceancowaivestherighttoappealforsuspensionofanyofhisobligations under the Agreement, the right to appeal to any right of retention vested in him, the right to setoff any claim he has against Oceanco against any debt he has to Oceanco, as well as the right to attachment by a debtor in respect of a counterclaim against Oceanco (eigen beslag).
  17. Guarantee
    1. If Objects and/or Devices and/or works are found not to be in compliance with the provisions of article 9.2 of these General Purchase Conditions and/or the Agreement, the Contractor shall be obliged at the first request of Oceanco at the Contractor’s account and within a term determined by Oceanco to repair or replace, such to be determined at the discretion of Oceanco, defective Objects and defective Devices and to re-perform defective work. If the Contractor fails to comply with his obligations referred to in this article 17.1, he shall be in default towards Oceanco without any notice of default being required, and Oceanco, without prejudice to any of the rights vested in it by virtue of the Agreement and without prejudice to its rights at law, shall be entitled to proceed with replacement, repair or re-performance at the expense of the Contractor or have defective Objects and defective Devices repaired or replaced by a third party, and faulty work re-performed by a third party, at the expense of the Contractor. Oceanco shall be free to invoke this right without being obliged to notify the Contractor in advance.
    2. If no separate written period of guarantee has been agreed between Oceanco and the Contractor, the period of guarantee shall be 12 months as from the date of completion or delivery. For Objects and Devices intended to be incorporated or installed in, or attached on, to or in, or intended to be used on board of any ship being built by Oceanco and for work performed on board of such ship, the period of guarantee after completion or delivery shall continue until twelve months have lapsed, to be calculated as from the date on which the ship in question was delivered by Oceanco to its client(s) and taken into service. For repaired or replaced Objects, repaired or replaced Devices and re-performed work, the period of guarantee shall be 12 months, to be calculated as from the date on which the Objects and/or Devices have been repaired or replaced and/or the work re-performed, with the proviso that the period of guarantee for these Objects and Devices and that work shall never be shorter than the initial period of guarantee.
    3. Save for the extent to which an acceptance test has been agreed between Oceanco and the Contractor, Oceanco shall not be obliged to investigate Objects and/or Devices and/or work prior to, during or after completion or delivery and shall not lose its rights to claim damages and specific performance nor any other right in respect of any remedy if it does not investigate any such Object and/or Device and/or work. Oceanco shall notify the Contractor of any defect or non-conformance within two months of it becoming evident to Oceanco. The defects or nonconformities in question shall in that case be remedied in accordance with the provisions of article 17.1 of these General Purchase Conditions.
    4. The provisions of article 17 shall not in any way affect the other rights vested in Oceanco by virtue of the Agreement and its rights at law. Therefore, this article does not limit the liability of the Contractor.
    5. The Contractor guarantees that spare parts required for the repair and/or maintenance of the Objects and/ or Devices shall be available for and will be delivered to Oceanco for a period of 10 years following delivery of those Objects and Devices to Oceanco at prices in line with market conditions (price level as at the date of purchase of the supplied Objects and Devices, allowing for the customary inflation adjustment and margin).
  18. Intellectual property rights
    1. If an intellectual property right is attached to Objects and/or Devices, the Contractor shall be obliged to ensure that Oceanco acquires the right to use the same at no cost by means of a non-exclusive, worldwide, perpetual, royalty free, transferable and irrevocable licence, with the right to sub licence, which, at the discretion of Oceanco but at the expense of the Contractor, shall be registered in all (public) registers in which registration is possible. The licence must be granted to Oceanco by no later than the date on which the ownership of the Objects and/or Devices in question is transferred to Oceanco and will provide Oceanco and each other licensee with the right to use, maintain, repair, sell, transfer and change the Objects and/or devices for which the licence has been granted in the manner they deem (she deems) appropriate.
    2. AllintellectualpropertyrightsthatcomeintoexistenceasaresultoftheexecutionoftheAgreementbythe Contractor and/or any Subcontractor and/or any Employee, shall vest in Oceanco. The Contractor shall be obliged at the first request of Oceanco to do everything necessary to acquire these rights, to transfer them to and register them in the name of Oceanco, to the extent that these rights are not acquired by Oceanco and in its name. All costs incurred for the acquisition of the intellectual property rights, to transfer them to and to have them registered in the name of Oceanco shall be at the expense of the Contractor.
    3. Oceanco and the Contractor agree and the Contractor guarantees Oceanco that the Objects and Devices to be delivered and works to be performed shall not infringe any rights vested in third parties, such as but not restricted to (intellectual) property rights and rights pertaining to know-how, regardless of whether those rights are or may be registered. The Contractor shall be obliged to indemnify Oceanco and its clients against all claims from third parties in respect of any right as referred to in this article 18.3, to compensate Oceanco and its clients in the event of such claims against Oceanco and/or (one or more of) its clients being enforced by any third party, and furthermore to fully compensate Oceanco and its clients for all costs of legal assistance and all other costs incurred by them (and all such costs incurred by any of them) for (their/its) defence against such claims.
  19. Safety and the environment
    1. At the wharf and all other premises and all buildings of Oceanco the Dutch working conditions legislation (ARBO), Dutch environmental regulations and the Oceanco company regulations apply. These regulations shall be handed over to the Contractor by Oceanco prior to or at the occasion of the formation of the Agreement, to which they shall be applicable.
    2. Priortoperformingworkonthewharfand/orontheotherpremisesand/orinthebuildingsofOceanco,the Contractor shall be obliged to familiarise himself with the working conditions and environmental regulations of Oceanco and the other (company) regulations and locally applicable legislation and prevailing working conditions to the extent that those working conditions might affect compliance on the part of the Contractor with his obligations under the Agreement. The Contractor shall never be allowed to appeal to a circumstance of Force Majeure to the extent that the appeal in question is based on or related to any obligation under (company) regulations and/or legislation and/or amendments thereto and/or the working conditions referred to in the first sentence of this article 19.2, and such (company)regulations and/or legislation and/or amendments and/or working conditions shall never constitute a ground for amendment of the Agreement on account of additional work, altered circumstances or any other reason.
    3. IftheContractorperformsworkonthewharfand/orontheotherpremisesand/orinthebuildingsofOceanco, he shall be obliged to comply strictly with the working conditions and environment regulations of Oceanco, the other applicable (company) regulations and all legal regulations pertaining to the safety and the environment referred to in the working conditions regulations, environmental laws and other legislation.
    4. The Contractor shall be obliged to ensure that his Subcontractors, Employees and other persons directly or indirectly used by him for or in connection with compliance with his obligations under the Agreement are familiar with and comply strictly with the substance of the working conditions (ARBO) and environment regulations of Oceanco and all other (company) regulations and all legal regulations pertaining to the safety and the environment set out in the working conditions , environmental legislation, and any other legislation.
    5. If Oceanco, whether or not based on any of the (company)regulations it applies, provides the Contractor with oral or written instructions pertaining to safety and/or working conditions and/or the environment, the Contractor shall be obliged to fully adhere to those instructions and to ensure that those instructions are also fully adhered to by his Subcontractors, Employees and other persons directly or indirectly used by him for or in connection with compliance on his part with his obligations under the Agreement.
    6. If,inperformingworkonthewharfofOceanco,ononeofitsotherpremisesorinoneofitsbuildings,the Contractor wishes to use chemical substances, he shall only be permitted to have those substances available or store or use those substances on the wharf of Oceanco, on one of its other premises or in one of its buildings after having obtained prior written permission to that effect from Oceanco. If the Contractor has chemical substances available or stores or uses those substances on the wharf of Oceanco, on one of its other premises or in one of its buildings, the Contractor shall each time be obliged to comply strictly with the applicable working conditions and environment regulations of Oceanco, its other (company) regulations and all relevant legislation. If any damage is suffered by Oceanco due to or in connection with the presence, the storage or the use of chemical substances of or by the Contractor, or of or by any of its subcontractors or of or by any of its employees on Oceanco’s wharf, on one of its other premises or in one of its buildings, the Contractor shall be obliged to compensate Oceanco for that damage, unless the damage in question is due to intent or wilful recklessness on the part of Oceanco. The Contractor shall be obliged to indemnify Oceanco against claims from third parties that are based on or related to the presence and/or storage and/or use of chemical substances of or by the Contractor, of or by any of its subcontractors or of or by any of its employees on the wharf of Oceanco, any of its premises or in any of its buildings and furthermore to fully compensate Oceanco in the event that a third party enforces such claim against Oceanco, and furthermore to compensate Oceanco for all costs of legal assistance and all other costs incurred by Oceanco for its defence against such claim, unless the claim in question is the result of intent or wilful recklessness on the part of Oceanco.
    7. The Contractor shall be obliged to remove all waste and packaging that it produces or that is produced under its responsibility in the manner referred to in the applicable working conditions and environmental regulations, any other (company) regulations of Oceanco and the applicable legislation.
    8. Chemical waste must be removed separately in accordance with the applicable requirements set out in the working conditions and environmental regulations, any other (company) regulations of Oceanco and the applicable legislation. For each removal of chemical waste by the Contractor, the Contractor shall be obliged to submit a statement to Oceanco specifying the toxic properties of each object to be removed.
    9. IfcostsareincurredbyOceancoinrelationtotheprocessingorremovalofwasteand/orpackagingand/ or chemical waste referred to in article 19.7 and/or article 19.8, those costs shall be at the expense of the Contractor. The Contractor shall be liable for and shall indemnify Oceanco against all damage incurred by Oceanco and against all damage incurred by any third party, as a result of waste and/or packaging and/or chemical waste not being removed or not being removed in a timely manner and shall furthermore be obliged to compensate Oceanco for all costs of legal assistance and all other costs it incurs for its defence against such claims, regardless of whether the Contractor has adhered to the working conditions and environmental regulations of Oceanco, any other applicable (company)regulations and the applicable legislation, unless where any such damage has been caused by the intent or wilful recklessness on the part of Oceanco.
    10. Without prejudice to his other obligations under article 19, the Contractor shall be in default towards Oceanco without notice of default being required if he fails to comply with any of his obligations towards Oceanco under article 19 of the General Purchase Conditions and be obliged to compensate Oceanco for all damage it incurs as a result and to indemnify Oceanco against claims from third parties to the extent that those claims are based on or related to noncompliance on the part of the Contractor with any of his obligations under article 19. This clause shall apply equally in the event that any Subcontractor, any Employee or any other person for whom the Contractor is responsible acts in violation of any obligation arising for the Contractor from article 19. The liability for damages and obligation to indemnify on the part of the Contractor incorporated in this article 19.10 shall in that case be fully applicable. The obligation to compensate Oceanco for damage and the obligation to indemnify Oceanco as set out in this article 19.10, shall not apply in case the damage has been caused by intent or wilful recklessness on the part of Oceanco.
    11. Without prejudice to the other provisions of the General Purchase Conditions, Oceanco shall, in the event that the Contractor fails to comply with any of his obligations towards Oceanco under article 19, be entitled to stop the work performed by the Contractor until, to the judgment of Oceanco, compliance with the obligation in question is sufficiently guaranteed by the Contractor. If Oceanco exercises its entitlement to stop the work performed by the Contractor, the Contractor shall neither be entitled to an increase of the price or extension of the delivery time/postponement of the delivery date or any other alteration in the Agreement nor be entitled to claim damages / compensation of costs.
    12. If the Contractor fails to comply with any of his obligations towards Oceanco under article 19 of these General Purchase Conditions and a fine and/or other sanction is imposed on Oceanco by or on behalf of any government body due to such noncompliance, including, without limitation, the revocation of any license, the Contractor shall be obliged to compensate Oceanco for that fine and/or that other sanction. If so required by Oceanco, the Contractor shall, after a request to that effect has been made to the Contractor by Oceanco, directly and immediately pay a sum in the amount of the fine owed by Oceanco to the authority to whom the fine has to be paid, without prejudice to the obligation of the Contractor to fully compensate Oceanco for noncompliance with the obligation in question and without prejudice to the other rights vested in Oceanco by virtue of the Agreement and without prejudice to its rights at law.
    13. The Contractor shall be obliged to only use approved tools on the wharf of Oceanco, its other premises and in its buildings. Electric manual tools must have double insulation and must comply with NEN3140 requirements. The tools must at all times be kept in a good state of maintenance and defects must always be repaired immediately. Provisions relating to the work, such as but not restricted to scaffolding, temporary work floors, hoisting hooks and suchlike may only be installed, adjusted and/or removed following prior written permission of Oceanco. Work in which use is made of gas and/or oxygen must at all times be performed with material and tools provided by Oceanco and with gas and oxygen provided by Oceanco.
    14. When performing work on the wharf of Oceanco, on one of its other premises or in one of its buildings, the Contractor shall be obliged to adhere to the working hours that are applied by Oceanco. Outside these working hours the Contractor shall not be allowed to perform any work at those locations other than with the prior written permission of Oceanco. If the Contractor by virtue of the Agreement wishes to perform work outside the working hours applied by Oceanco on the wharf of Oceanco, on one of its other premises or in one of its buildings, but Oceanco, for reasons of its own, does not grant permission for that work to be performed, the Contractor shall each time be and remain to be obliged to comply strictly with all obligations under the Agreement, without being entitled to an increase of the price or extension of the delivery time/postponement of the transfer/delivery date or any other alteration in the Agreement and without being able to claim damages / compensation of costs.
  20. Transfer of rights and obligations; subcontracting
    1. The Contractor shall not been titled to transfer any right and/or obligation under the Agreement to any third party or fully or partially pledge any of its rights under the Agreement, without the prior written permission of Oceanco. This article is intended to exclude the transfer of any right of the Contractor and the pledge of any right of the Contractor under the Agreement, without the prior written permission of Oceanco (contains a stipulation as referred to in article 3: 83. 2 of the Dutch Civil Code) and consequently no such transfer and no such pledge will have any legal effect. Work performed by virtue of the Agreement may only be outsourced and subcontracting agreements regarding such work may only be concluded if so permitted by Oceanco in writing.
    2. The Contractor shall not be entitled to use hired labour without prior written permission of Oceanco. Such permission shall in any event not be granted if labour is hired from third parties other than bonafide employment agencies. Within the meaning of this article, bonafide employment agencies are exclusively considered to be employment agencies that are established in the Netherlands and have been certified by the Dutch Labour Standards Association (Stichting Normering Arbeid) and are a member of the Dutch Association of Temporary Work Agencies (Algemene Bond Uitzendondernemingen) or the Dutch Association of Intermediary Organizations and Temporary Employment Agencies (Nederlandse Bond van Bemiddelings- en Uitzendondernemingen).
  21. Documentation
    1. The Contractor shall by no later than the moment of delivery or completion be obliged to submit to Oceanco all certificates and all documentation belonging to the scope of delivery, such as but not restricted to manuals, user instructions and drawings, respectively ensure that such documents are then submitted to Oceanco by the appropriate authorised (government)body including, without limitation, any classification societies. All certificates must be final and free from comments and limitations.
    2. Oceanco shall be free to make use of the documentation as it sees fit,including the reproduction thereof for own use. To the extent that a copyright is not vested in Oceanco by virtue of article 18.2 of these General Purchase Conditions, the license referred to in article 18.1 of these General Purchase Conditions shall equally pertain to the documentation referred to in article 21 and to the right to use the documentation in the manner as set out in this article 21.2.
  22. Allocation of Employees and vicarious tax liability
    1. If the Contractor supplies Oceanco with Employees, the Contractor shall be obliged to provide adequate (protective)clothing, personal protective equipment and gear and ensure by means of adequate supervision that those Employees, without prejudice to all other obligations, in particular comply with all obligations referred to in articles 3 and 19 of these General Purchase Conditions, as if they were their own obligations.
    2. The Contractor shall each time at the request of Oceanco be obliged to submit the following (written) information/documentation to Oceanco:
      • the Dutch and/or foreign tax withholding number of the Contractor;
      • to the extent that the Contractor is established in the Netherlands, an extract from the register of the Chamber of Commerce from which it is evident that the Contractor is registered with the Trade Register as a supplier of personnel;
      • to the extent that the Contractor is established in the Netherlands, a statement no older than 3 months from a Dutch accountant or accountant-administration consultant from which it is evident that all Employees work in the salaried employment of the Contractor and that, in accordance with the applicable legislation, income tax and contributions are being withheld. If the Contractor is established outside the Netherlands, the statement must originate from a person with a similar function as a Dutch registered accountant or accountant-administration consultant.
      • to the extent that the Contractor is established in the Netherlands, a payment history statement no older than 3 months originating from the Dutch tax authorities; and
      • to the extent that the Contractor is established in the Netherlands, a copy of the blocked G-account (G-rekening) agreement in the name of the Contractor.
    3. IfsorequestedbyOceancoandfurthermorepriortotheworkbeingperformed,theContractorshalleachtime and for each Employee be obliged to submit to Oceanco the following (written) information/documentation:
      • a copy of a valid identity document of the Employee;
      • the citizen service number of the Employee;
      • a copy of the form containing details of the Employee for the wages tax and social securities contributions or a foreign equivalent thereof;
      • the name, first names, place of residence and address of the Employee;
      • a valid A1 or E-101 statement or corresponding document from which it is evident that the Employee is subject to the social security laws of a State other than that of the Netherlands and that no social security contributions are payable in the Netherlands (insofar as applicable);
      • a valid work permit pertaining to the Employee (insofar as applicable);
      • a valid residence permit pertaining to the Employee (insofar as applicable); and
      • a valid statement from the Social Insurance Bank from which it is evident that the Employee is subject to the social security laws of a State other than that of the Netherlands and that no social security contributions are payable in the Netherlands (insofar as applicable).
    4. The Contractor shall be obliged to comply strictly with all of his legal obligations as a withholding agent. Insofar as relating to income tax and/or social insurance contributions, the Contractor shall be obliged at the first request of Oceanco to make his personnel, salary, tax return and payment administrations available for inspection by Oceanco. The Contractor shall be obliged to maintain an administration in accordance with all relevant requirements under the applicable legislation, including, without limitation, the Dutch Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act (Wet Ketenaansprakelijkheid).
    5. All invoices submitted to Oceanco by the Contractor shall each time be in compliance with the relevant requirements set out under the Dutch Turnover Tax Act 1968 (Wet op de Omzetbelasting 1968), the Dutch Collection of State Taxes Act 1990 (Invorderingswet 1990), the requirements referred to in article 6.1 of the Dutch Implementing Regulations for the Liability of Recipients, Subcontractors and Clients 2004 (uitvoeringsregeling inleners-, keten- en opdrachtgeversaansprakelijkheid 2004) and under all other applicable Dutch legislation. All invoices shall each time be drafted in such a way as to specify which part of the invoiced amounts pertain to the wage sum and which part of those amounts pertain to other items. In this article 22.5, the term requirements is also considered to include said conditions, for example in view of the limitation of (vicarious) liability.
    6. OceancoshallatalltimesonbehalfoftheContractorbeentitledtowithholdsocialinsurancecontributionsand income tax payable in respect of the execution of the Agreement from the amounts payable to the Contractor and to directly pay those amounts to the Dutch tax authorities (Collector of Dutch Taxes) or any other collecting body.
    7. IntheeventthattheContractorconcludesanagreementthat(also)constitutesanobligationtoperformwork, he shall be obliged to ensure that he has a G-account at his disposal that complies with all relevant legal requirements prior to the commencement of that work. Without prejudice to the rights of Oceanco under article 22.6 of these General Purchase Conditions, Oceanco shall be entitled for each invoice to determine at its discretion the part of the amount for which it is liable under the Dutch Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act (Wet Ketenaansprakelijkheid) and/or other legislation, and deposit that amount into the G-account of the Contractor. Each payment of any amount by Oceanco into the G-account of the Contractor shall serve as discharge for the part of the invoiced amount in question. If and as long as the Contractor does not notify Oceanco in writing that he has opened a G-account, stating the account number, Oceanco shall be entitled to withhold the part of any payable amount intended for the G-account and in that case suspend its payment obligation without being obliged to submit (whether or not in advance) any warning, notice of default or summons to the Contractor.
    8. If Oceanco pays taxes and/or social insurance contributions after having been held liable for payment due to the fact that those taxes and/or contributions were not paid by the Contractor and/or any one or more of his Subcontractors, Oceanco shall be entitled to recover the entire amount thus paid by Oceanco from the Contractor. The claim against the Contractor shall be increased by the statutory interest as from the date of payment by Oceanco to the collecting body(bodies) and by judicial and extrajudicial costs.
    9. Oceancoshallnotbeobligedtopayhourlywages/remunerationsforanyperiodduringwhichtheEmployees it hires are unable to perform their work under the Agreement as a result of a strike or labour disturbances occurring on the part of the Contractor, Oceanco or a third party, or are unable to perform their work as a result of sickness or holidays or for any other reason. Oceanco shall not be obliged to compensate any costs incurred by the Contractor during the aforesaid period(s), regardless of whether these costs pertain to machinery, tools, auxiliary materials or other costs.
    10. If the Contractor is established outside the Netherlands, he shall be obliged to ensure that he complies strictly with all regulations to which he is subject by virtue of any 183-day regulation, or any comparable regulation under any Tax Treaty, law or regulation.
    11. ShouldOceancoatanytimebeobligedtopaythegovernmentoftheNetherlandsand/oranyothergovernment and/or any government agency a penalty and/or amount comparable to such penalty, and the liability to pay that penalty and/or that amount relates directly or indirectly (i) to the allocation and/or use of any one or more Employees by the Contractor and/or any of his Subcontractors, in view of or relating to compliance on the part of the Contractor with his obligations under the Agreement or (ii) in any other way with the performance of its obligations by the Contractor under the Agreement, the Contractor shall come to owe Oceanco an amount equal to the penalty imposed on Oceanco and/or the amount which it owes the government of the Netherlands and/or any other government and/or government agency, plus the extrajudicial costs incurred by Oceanco for putting up a defence against the penalty and/or claim for payment of the amount. The amount owed by the Contractor to Oceanco by virtue of this article 22.11 shall immediately be paid by the Contractor to Oceanco at Oceanco’s first request.
  23. Expertise and conduct of Employees
    1. The Contractor shall be obliged to ensure that all Employees and, more in general, all persons directly or indirectly used by the Contractor to comply with his obligations under the Agreement, possess the expertise, qualifications and certificates required to properly comply with the obligations under the Agreement. The Contractor shall be obliged to indemnify Oceanco against claims from third parties to the extent that such claims are based on or are related to damage caused by Employees and/or, more in general, persons directly or indirectly used by the Contractor to comply with his obligations under the Agreement, regardless of whether they were skilled, to compensate Oceanco in the event that such claims are enforced against Oceanco by third parties, and furthermore to compensate Oceanco for all costs of legal assistance and all other costs incurred by Oceanco for its defence against such claims. The obligation to indemnify and the obligation to pay damages of the Contractor referred to in this article 23.1 shall equally apply if a claim for damages within the meaning of this article 23.1 is enforced against Oceanco by an Employee and/or, more in general, any person directly or indirectly used by the Contractor to comply with his obligations under the Agreement. The obligations to indemnify and the obligation to pay damages of the Contractor referred to in this article 23.1 shall not apply if the damage is the result of intent or wilful recklessness on the part of Oceanco.
    2. TheContractorshallbeobligedtoensurethatallEmployeesand,moreingeneral,personsreferredtoinarticle 23.1 shall refrain from using alcoholic beverages and/or drugs during their presence on the wharf of Oceanco, on one of its other premises or in one of its buildings and that they shall not be present there while under the influence of alcoholic beverages and/or drugs. The Contractor shall furthermore be obliged to ensure that such Employees and persons do not take photographs, do not make film recordings and do not make any other takings on the wharf of Oceanco, on one of its other premises or in one of its buildings, and do not in any (other) way infringe the privacy of direct or indirect clients of Oceanco or do not act in contradiction with any of their confidentiality obligations and that they shall behave themselves in such manner as may reasonably be expected by Oceanco. In order to enforce compliance with these obligations Oceanco shall at all times be entitled to search all Employees and, more in general, any person referred to in article 23.1 and to search the vehicles, bags, rucksacks and suchlike used by them. The Contractor shall be obliged to ensure that all Employees and persons referred to in article 23.1 render every assistance in the foregoing.
    3. If, in the opinion of Oceanco, any Employee or person referred to in article 23.1 misbehaves or is found to be incapable of performing the work assigned to him, or refuses to comply with any regulation or instruction in the area of order, safety or the environment, or in any way infringes the privacy of clients of Oceanco by taking photographs, making film recordings or otherwise or acts in contradiction with any of his confidentiality obligations, or fails to comply with his confidentiality obligations, or is found to be under the influence of alcoholic beverages and/or drugs or uses alcoholic beverages and/or drugs on the wharf of Oceanco, on one of its other premises or in one of its buildings or does not behave himselves in such manner as may reasonably be expected by Oceanco, Oceanco shall be entitled to deny the Employee or person referred to in article 23.1 in question access to its wharf, other premises and buildings and to have him removed from those locations, without prejudice to the other rights vested in Oceanco by virtue of the Agreement and its rights at law. The Contractor shall in that case be obliged to immediately supply a replacing Employee or person referred to in article 23.1, without Oceanco being under any obligation to compensate the Contractor for corresponding costs or to pay any damages to the Contractor. The Contractor shall also be obliged to supply a replacement at his own expense in the event of sickness of or a holiday being taken by any of his Employees or any person referred to in article 23.1.
    4. Article 23.2 and article 23.3 shall equally apply to the persons referred to in article 15.13 of these General Purchase Conditions, be it that the Contractor shall only be obligated to replace any such person if and to the extent that such will be necessary or appropriate in view of the performance of its obligations under the Agreement by the Contractor.
  24. Mandate and mediation
    1. In the event that Oceanco concludes an Agreement with a Contractor that (also) should be qualified as a mandate agreement or intermediary services agreement, these General Purchase Agreements shall continue to apply in full.
    2. IntheeventthattheContractorconcludesanagreementwithOceancowithinthemeaningofarticle24.1of these General Purchase Conditions, he shall only be entitled to a remuneration if and to the extent that this has been agreed in writing and that the agreement with the third party to whom the Agreement referred to in article 24.1 of these General Purchase Conditions pertains was concluded by the Contractor on behalf of Oceanco (mandate) or effected through his intermediary services (intermediary services agreement).
    3. The right to remuneration lapses if the agreement concluded by the Contractor on behalf of Oceanco or effected through the intermediary services of the Contractor, is terminated, rescinded, cancelled or otherwise prematurely discontinued, unless that agreement is rescinded on the grounds of attributable shortcoming on the part of Oceanco or if non-performance in respect of the agreement in question can be accounted to Oceanco.
    4. The Contractor guarantees Oceanco that if an agreement is concluded by the Contractor with a third party on behalf of Oceanco or through intermediary services of the Contractor, no remuneration or other form of compensation will have to be paid by Oceanco to any party other than the Contractor in respect of the agreement concluded with that third party, and that no other person shall and will be entitled to claim any remuneration or other form of compensation from Oceanco, unless a written agreement has been concluded with such other person by Oceanco on the basis of which that person is entitled to a remuneration or other form of compensation agreed on with Oceanco. The Contractor shall be obliged to indemnify Oceanco against all claims from persons constituting a demand for remuneration or other form of compensation, to the extent that the claims in question are claims filed by persons referred to in the first sentence of this article 24.4 (save for the extent to which those persons have concluded a written agreement with Oceanco, on the basis of which they are entitled to a remuneration or other form of compensation agreed on with Oceanco), and to fully compensate Oceanco in respect of such claims.
    5. The right to a remuneration lapses if the Contractor concludes or has concluded an agreement with a third party on the basis of which that third party owes the Contractor compensation or if the Contractor can or is able to claim compensation in respect of such a third party, if the compensation is owed or a claim for compensation is or can be made on account of or in connection with the formation of the agreement on which the Contractor bases his claim for remuneration against Oceanco.
    6. The right to a remuneration lapses if the Contractor fails to comply with any and all of his obligations arising from article 25 of these General Purchase Conditions, without prejudice to the right of Oceanco in that case to claim compensation, and without prejudice to the other rights in that case derived by Oceanco from these General Purchase Conditions and without prejudice to its rights at law.
    7. Oceanco will never be obligated to pay any expenses to Contractor unless in any case where such has been agreed separately in writing. In any case where Oceanco and Contractor have agreed that Contractor will be entitled to a remuneration, the reimbursement for expenses will be deemed to be included in the remuneration.
    8. Save for in the event of intent or wilful recklessness on the part of Oceanco,Oceanco will not be liable to pay damages to Contractor, not even if Contractor suffers damage in consequence of any realisation of a special danger connected to the Agreement that is not attributable to Contractor, and irrespective of the ground for the claim of Contractor, attributable shortcoming in the performance of its obligations under the Agreement, unlawful act or otherwise,
  25. Anti-corruption policy
    1. The Contractor guarantees Oceanco that no practice of corruption or bribery exists in his business,and that he has never concluded an agreement after a gift or promise was made by or on behalf of the Contractor to effect that agreement, which includes the Agreement. The Contractor shall be obligated towards Oceanco to refrain from offering gifts or making promises to any third party or (on his behalf) having any person do so, or directly or indirectly providing such a person with an opportunity to do so by granting a commission or anything else, with the intention of concluding an agreement or in any way influencing the implementation thereof, and furthermore to comply strictly with all relevant anti-bribery and anti-corruption legislation applicable in any jurisdiction, including but not restricted to the UK Bribery Act 2010, and to refrain from all activities, practices or conduct prohibited under such laws and regulations.
    2. The Contractor shall be obligated towards Oceanco to immediately notify Oceanco of the occurrence of any fact or circumstance of which he is aware and from which it is evident that the Contractor is in default of compliance with any of his obligations under article 25.1 of these General Purchase Conditions.
    3. If the Contractor fails to comply with any of his obligations under article 25.1 and/or 25.2 of these General Purchase Conditions, he shall be in default towards Oceanco without notice of default being required, and Oceanco shall be entitled to immediately rescind the Agreement or have it rescinded by judicial means, without prejudice to the other rights vested in Oceanco by virtue of the Agreement and without prejudice to its rights at law.
  26. Applicable law and choice of forum
    1. Dutch law applies to each invitation to submit an offer or proposal, each offer and each proposal regarding an Agreement, the negotiations conducted with the intention to conclude an Agreement and the Agreement between Oceanco and the Contractor. The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is hereby excluded.
    2. All disputes arising from or relating to any request for an offer or proposal and/or any offer and/or any proposal regarding an Agreement and/or the negotiations intended to conclude an Agreement and/or the Agreement between Oceanco and the Contractor shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall be composed of three arbitrators. The arbitral tribunal shall be appointed according to the list procedure. The place of arbitration shall be Rotterdam, the Netherlands. The arbitration shall be conducted in the Dutch language. The arbitral tribunal shall decide as amiable compositeur.