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GENERAL TERMS AND CONDITIONS OF SALE

1. Applicability

These Terms and Conditions apply to all offers, quotations, orders, and agreements for the supply of goods and/or services by MarineSecure B.V. (The Netherlands) or MARINESECURE IT CONSULTANCIES L.L.C. (United Arab Emirates) herein referred to as "MarineSecure". The client’s own terms and conditions are expressly rejected, unless MarineSecure agrees in writing.

2. Prices and Payment

  • All prices are exclusive of VAT, duties, freight, insurance, and other levies unless expressly stated otherwise.
  • Payment must be made in full within 30 days of the invoice date, unless otherwise agreed.
  • Failure to pay on time will result in statutory commercial interest as defined under Art. 6:119a Dutch Civil Code, plus all judicial and extrajudicial collection costs (minimum €250).
  • All amounts are in EUR unless specified otherwise.
  • Client waives any right of set-off or suspension under Art. 6:52 BW.
  • MarineSecure may require advance payment or security for orders exceeding €50,000.

3. Retention of Title (Eigendomsvoorbehoud)

  • All delivered goods remain the property of MarineSecure until the client has fulfilled all obligations, including payment of invoices, interest, and costs.
  • Until ownership transfers, the client may not pledge, resell, or otherwise encumber the goods.
  • Title extends to goods processed, commingled, or incorporated into other products.
  • Client assigns to MarineSecure all receivables from resale as security.
  • Client must maintain adequate insurance and assigns proceeds to MarineSecure.

4. Delivery and Risk Transfer

  • Delivery is Ex Works (Incoterms 2020) MarineSecure’s warehouse, unless otherwise agreed.
  • Risk of loss or damage passes to the client upon delivery.
  • Goods/services deemed accepted if no written objection within 5 business days of delivery.
  • Partial deliveries permitted unless commercially unreasonable
  • Storage fees apply after 30 days if delivery delayed by client: €50/m³/month

5. Performance of Services

  • MarineSecure undertakes to perform services with reasonable skill and care. Unless expressly guaranteed in writing, obligations are best-efforts (“inspanningsverplichtingen”), not result obligations.
  • Services carry 12-month warranty from completion for conformity with specifications.
  • Warranty excludes defects from client modifications, misuse, or third-party interference.
  • Service levels defined in applicable Statement of Work (SOW)
  • Remote support response: 4 business hours - On-site support: per regional availability

6. Liability and Indemnification

  • Limitations do not apply to damages caused by gross negligence or willful misconduct of MarineSecure's management.
  • MarineSecure's liability is limited to direct damages, capped at the lower of:
    a) the invoice value of the goods/services giving rise to the claim, or
    b) €100,000 per event or series of related events.
  • MarineSecure is not liable for indirect damages, including loss of profit, business interruption, or reputational harm.
  • The client indemnifies MarineSecure against third-party claims related to the use of goods/services supplied.

7. Force Majeure (Overmacht)

  • MarineSecure is not liable for failure or delay caused by circumstances beyond its control, including but not limited to natural disasters, strikes, embargoes, cyberattacks, supply chain disruptions, or government restrictions.
  • Affected party notifies within 48 hours with estimated duration and mitigation measures.

8. Claims and Complaints

  • Complaints about defects must be reported in writing within 8 days of discovery, with detailed evidence.
  • Legal claims must be filed within 12 months after the cause of action arises.

9. Governing Law and Jurisdiction

  • Complaints about defects must be reported in writing within 8 days of discovery, with detailed evidence.
  • For non-EU clients, disputes may be submitted to Netherlands Arbitration Institute (NAI) under NAI Arbitration Rules.
  • DIFC Courts have non-exclusive jurisdiction for UAE-based clients.
  • All agreements are governed exclusively by Dutch law, excluding CISG. 
    Primary jurisdiction: District Court of Amsterdam. 
  • Alternative dispute resolution:
    • EU clients: Dutch courts have exclusive jurisdiction
    • Non-EU clients: May elect Netherlands Arbitration Institute (NAI) arbitration
    • UAE clients: DIFC Courts have non-exclusive jurisdiction concurrent with Dutch courts
  • Election must be made within 30 days of dispute notification. 

10. Confidentiality

All technical, commercial, and contractual information exchanged shall remain confidential and may not be disclosed to third parties without prior written consent, except where required by law.

11. Intellectual Property

All IP rights in deliverables remain with MarineSecure unless expressly transferred. Client receives a non-exclusive, non-transferable license for internal use only.


12.  Data Protection

Parties comply with GDPR and applicable data protection laws. MarineSecure processes personal data per its Privacy Policy. Client warrants lawful basis for any data provided.

13.  Export Control

Client complies with all applicable export control laws including EU Dual-Use Regulation 2021/821, US ITAR/EAR. Client provides end-use certificates upon request.

14. Termination

  • Either party may terminate for material breach after 30 days written notice and opportunity to cure.
  • MarineSecure may suspend performance for non-payment exceeding 14 days.
  • Upon termination, all outstanding amounts become immediately due.

15. Insurance

Client maintains adequate insurance covering liability under these terms. MarineSecure may request evidence of coverage for orders exceeding €100,000.

16. Severability

If any provision is invalid or unenforceable, remaining provisions continue in full force. Parties negotiate in good faith to replace invalid provisions.

17. Delivery Timeframes and Delays

  • Standard delivery: 8-12 weeks from order confirmation unless specified
  • Express delivery available at 25% premium
  • Delay notification required within 24 hours of awareness
  • Liquidated damages: 0.5% of order value per week, maximum 5%
  • Force majeure suspends delivery obligations and liquidated damages

18. Marine-Specific Warranties

  • Marine cybersecurity systems: 24-month warranty from commissioning
  • Hardware components: Per manufacturer warranty (minimum 12 months)
  • Software updates: 24 months included, annual renewal thereafter
  • Warranty covers IACS UR E26/E27 compliance for certified systems
  • Extended warranty available at 15% annual premium

19. Cancellation and Modification

  • Cancellation permitted until 14 days post-order: 10% fee - Cancellation 14-30 days: 25% fee
  • Cancellation after 30 days or production start: 50% minimum
  • Change orders require written approval and price adjustment
  • Technical specification changes after approval: €500 minimum change fee

20. Cybersecurity Requirements

  • Client maintains network segmentation per IACS UR E26/E27
  • MarineSecure provides security updates for warranty period
  • Incident notification within 4 hours of detection
  • Client ensures authorized access control and audit logging
  • Non-compliance voids warranty and limits MarineSecure's liability