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General Conditions Kriesels Scheepsmakelaar B.V. Drucken
Article 1 - Definitions
1.1 The term "broker" means: the person certified as such by the European Maritime Certification Institute (EMCI), and who acts as an intermediary for the conclusion of agreements. The broker is not an employee of the client.
1.2 The term "agreement" means: an agreement between the client and a third party concerning the purchase, sale, hire, charter, construction, modification, or repair of vessels and/or fixtures and fittings or other objects.
1.3 The term "client" means: the person who gives a broker one or more brokerage assignments as referred to in paragraph 4 of this article.
1.4 The term "brokerage assignment" means: the "agreement of assignment" comprising the request of the client to the broker to mediate in the conclusion of an agreement as referred to in paragraph 2 of this article.
 
Article 2 - Applicability general conditions
2.1 These general conditions are applicable to the relationship between the broker and the client, as well as to all brokerage assignments between the broker and the client.
2.2 In the event of whole or partial nullification or any other invalidity of one or more provisions of these conditions the other provisions shall remain in force.
2.3 The applicability of the conditions of the client or a third party are hereby expressly excluded. Derogations to these conditions are only binding if they have been expressly accepted in writing by the broker.
 
Article 3 - Conclusion and nature of the brokerage assignment
3.1 The brokerage assignment shall be concluded when the assignment has been issued by the client, verbally or in writing, to the broker, and the broker has accepted this assignment, either verbally or in writing.
3.2 A brokerage assignment is exclusive, unless otherwise expressly agreed. The brokerage assignment shall be deemed to have been concluded with the relevant broker to the exclusion of all other brokers and/or other intermediaries.
3.3 The price of the vessel and/or fixtures and fittings can be fixed by the client at a certain amount or within certain limits.
3.4 A brokerage assignment as such does not constitute a power of attorney to the broker to conclude the agreement on behalf of the client unless otherwise is expressly agreed. In such cases the client has to issue the broker with a written power of attorney to that effect.
3.5 The broker is not authorised in relation to the brokerage assignment to act as a broker for both parties unless the client has given permission for such.
 
Article 4 - Amendment of the brokerage assignment
4.1 The client has the right to amend the content of the brokerage assignment during the term of the brokerage assignment.The amendment will only become effective as of the date on which the broker is notified of the amendment and such has been accepted in writing by him.
 
Article 5 - Duration of the brokerage assignment and termination
5.1 The brokerage assignment is entered into for an indefinite period, with the understanding that the agreement can only be terminated by either of the parties after six months have passed since the commencement date taking into account a period of notice of three months. Termination must take place as per the end of a calendar month, and notice must be given by registered letter.
 
Article 6 - End of the brokerage assignment
6.1 The brokerage assignment shall end when the agreement which is the object of the brokerage assignment has been concluded.
6.2 The agreement which is the object of the brokerage assignment shall be deemed to have been concluded when such has been concluded with a party that can reasonably be deemed to belong to the same economic entity or the same group of companies as the client and/or a party with whom the broker has had contact on behalf of the client.
6.3 A brokerage assignment shall end if the broker cancels the brokerage assignment due to the fact that the content of the brokerage assignment has been amended by the client in such a way that the prospective agreement cannot reasonably be concluded in the short term, and which amendment has not been accepted by the broker in writing (article 4).
 
Article 7 - Brokerage Fee
7.1 The client shall owe the broker a fee if an agreement is concluded in connection with the brokerage assignment. If the agreement is concluded with a party that can be reasonably deemed to belong to the same economic entity or the same group of companies as the client and/or the party with whom the broker has had contact on behalf of the client, then the brokerage fee shall be owed by the original client.
7.2 The level of the fee shall be agreed between the broker and the client in writing. If such is not agreed, then the usual percentage within the sector shall be applied.
7.3 The fee will be calculated over the total amount specified in the agreement concluded in connection with the brokerage assignment, including supplementary activities and supplementary supplies, which has to be paid by the one party to the other party for the object under the agreement concluded.
7.4 If an exclusive brokerage assignment is given to a broker, any agreement concerning a vessel and/or accessories or shipyard or other object concluded within the term this brokerage assignment shall consequently be deemed to have been concluded through the mediation of the broker. The broker will be entitled to the agreed brokerage fee in such cases.
7.5 If the agreement concluded in connection with the brokerage assignment provides for payment in instalments, the fee will be calculated over the total sum of all instalments. If it concerns a rental/newbuild agreement, the fee shall be owed on each payment made.
7.6 If the agreement concluded in connection with the brokerage assignment does not specify an amount, the fee will be calculated based on the value of the object of the agreement. If the parties disagree about the value of the object, the highest value shall apply.
 
Article 8 - Fees after the termination of the brokerage assignment
8.1 During a period of six months after the end of the brokerage assignment as referred to in articles 5 and 6 the broker shall still be entitled to the fee agreed in article 7 in connection with agreements with persons, companies, or organisations that were approached or named by the broker during the term of the brokerage assignment.
8.2 After the end of the brokerage assignment as referred to in articles 5 and 6 the broker will also be entitled to the fee referred to in article 7 for agreements that were prepared/mediated by the broker during the term of the agreement, and which were concluded more than six months after the end of the agreement. In such cases the broker must provide evidence to show that the conclusion of the agreement is the result of his mediation during the term of the brokerage assignment.
8.3 If the brokerage assignment is terminated by the client in the sense of article 5, or the brokerage assignment is cancelled by the broker in the sense of article 6.3, then the client shall be obligated to pay for any expenses and administration costs incurred by the broker in connection with the performance of the brokerage assignment. The broker must provide evidence to substantiate the above-mentioned costs.
 
Article 9 - Subsequent/follow-up newbuild agreements
9.1 If within three years after the end of the brokerage assignment as referred to in articles 5 and 6, a (follow-up) agreement is concluded between the same parties (or other parties as referred to in article 6.2) in relation to the same or a different object, the client shall also owe a brokerage fee on these subsequent agreements to the broker, such based on the percentage applicable as of the date on which the subsequent agreements are concluded.
9.2 If that provided for above in paragraph 1 will result in unfair consequences in the opinion of the client, then the client can ask to have the brokerage fee declared wholly or partially void in a third party binding ruling.
9.3 The client can ask for the fee to be declared wholly or partially void in a third party binding ruling if the circumstances referred to in paragraph 2 arise. The client must notify the broker of this attention by recorded delivery letter within one month after receipt of the relevant invoice from the broker, in default of which the brokerage fee shall be owed. The parties shall jointly appoint the third party who will give the binding ruling. If the parties fail to reach an agreement about the third-party advisor to be appointed within 14 days after the notification of such a request to the broker, either party will be entitled to ask the chairman of the Chamber of Commerce in Rotterdam to appoint an adviser.
 
Article 10 - Liability
10.1 Unless otherwise is expressly agreed in writing, the activities shall be carried out by the broker at the risk of the client.
10.2 The client shall indemnify the broker against all claims from third parties in connection with the performance of the activities by the broker.
10.3 The broker shall not be liable in any way whatsoever for announcements, actions, conduct, or integrity of parties in relation to the quality and/or description of the vessel or object and/or fixtures and fittings, unless there is a case of wilful and/or gross misconduct on the part of the broker.
10.4 In relation to the content of the expert statements and/or valuation reports drawn up by the broker under assignment to the client, the broker only accepts responsibility and/or liability towards the client, and therefore not towards third parties.
 
Article 11 - Payment
11.1 If the client does not fulfil one or more of its payment obligations, including the obligation to pay the brokerage fee, before the payment deadline set by the broker, or in the event of late/incomplete fulfilment of such, the client shall also owe statutory interest on the amount still outstanding as of that date, as well as extrajudicial debt collection costs, which shall be a minimum of 15% of the said amount.
 
Article 12 - Confidentiality
12.1 The broker shall treat all the disclosures made by the client in connection with the brokerage assignment as confidential, insofar as he is reasonably obligated to do so.
12.2 The client is prohibited from disclosing information which it has received in connection with the brokerage assignment to third parties, such under penalty of payment of compensation for all damages suffered by the broker as a result.
 
Article 13 - Applicable law/settlement of disputes
13.1 All agreements between the broker and the client shall be subject to Dutch law, unless otherwise expressly agreed.
13.2 The Dutch text of these General Conditions is binding and shall prevail over translations of such.
13.3 Notwithstanding that provided for in article 9, paragraph 3, disputes between the broker and the client can at all times be put before the competent court in the district where the relevant broker has his registered office.

 
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