Terms and conditions
General Terms and Conditions
Walvoorzieningen Nederland B.V.
Arnhem, 27 September 2018, AV_E_V02
These are the General Terms and Conditions of the agreements concluded with Walvoor-zieningen Nederland BV for the purchase of electricity for ships.
DEFINITIONS 2 Definitions 2
TERMS AND CONDITIONS 3 Applicability 3
Invalidity of provisions 3
Registration, control and acceptance 4
Entry, Duration and Termination 4
Suspension / Dissolution 4
Confidentiality and Privacy 5
Reservation of property and rights 5
Transfer of rights and obligations 6
Force Majeure 8
Use of shore power 9
Invoicing and Payment 10
FINAL PROVISIONS 11 The applicable law and competent court 11
In these general terms and conditions, the following definitions apply:
Customer: The natural or legal person who uses shore power or has concluded an agree-ment for this purpose.
General Terms and Conditions: The present general terms and conditions for the use of shore power supplied by Walvoorzieningen Nederland BV.
Agreement: The agreement on the basis of which Walvoorzieningen Nederland BV gives the Customers the opportunity to use shore power.
Parties: Walvoorzieningen Nederland BV and the Customer
Personal Page: A web page within "WVnld.nl", which is only accessible to the Customer and for Walvoorzieningen Nederland BV and on which the Customer can view, specify and change personal data.
Service / breakdown service: The helpdesk of Walvoorzieningen Nederland BV, intended for the registration and deregistration of the use of shore power and also for asking questions and reporting faults.
Consumption costs: The electricity taken in kWh multiplied by the shore power tariff [€ / kWh].
Shore power: The supply of electricity from a shore power connection of Walvoor-zieningen Nederland BV to a ship.
Shore power connection: A numbered connection of Walvoorzieningen Nederland BV in the port on which the Customer connects the ship for the purchase of shore power.
Shore power tariff: The rate per kWh set by Walvoorzieningen Nederland BV for the use of shore power.
Shore power facilities: The total of facilities required for the supply and use of shore power.
WVnld BV: Walvoorzieningen Nederland BV
WVnld.nl: The website of Walvoorzieningen Nederland BV on which further information can be found about the use of shore power and on which registration can take place.
TERMS AND CONDITIONS
2.1 The General Terms and Conditions apply to all offers and agreements whereby Walvoorzieningen Nederland BV delivers goods and / or services of whatever na-ture and under whatever name to the Customer.
2.2 The Customer is always bound by the most recent version of the General Terms and Conditions. The most recent version of the General Conditions is always pub-lished on and can be downloaded from www.wvnld.nl and the Customer will be sent free of charge by (electronic) mail on request.
2.3 Applicability of any general terms and conditions of the Customer or third parties is explicitly rejected.
2.4 Deviations from these general terms and conditions are only valid to the extent that these have been expressly agreed in writing. If one or more provisions in these General Terms and Conditions are deviated from, the other provisions will remain fully applicable.
2.5 In the cases in which these General Terms and Conditions do not provide, Wal-voorvoorzieningen Nederland BV will reasonably make arrangements.
2.6 In these general terms and conditions, 'in writing' also means 'electronic'.
3.1 Walvoorzieningen Nederland BV is at all times authorized to change the General Terms and Conditions with immediate effect. However, this does not affect the core conditions such as nature, price, scope and content of the parties' perfor-mance.
3.2 Changes take effect 30 days after the day on which they are announced on the website of Walvoorzieningen Nederland BV.
Invalidity of provisions
4.1 The invalidity of any provision of the General Terms and Conditions does not af-fect the other provisions.
4.2 If and to the extent that any provision of the General Terms and Conditions under the given circumstances unreasonably onerous, according to standards of reason-ableness and fairness must be deemed unacceptable or invalid, a provision that, taking all circumstances into account, shall apply. This is acceptable and most closely resembles the scope of the provision that is deemed to be inapplicable in that case.
Registration, control and acceptance
5.1 The customer must register once and declare to agree with these general terms and conditions and the privacy regulations of Walvoorzieningen Nederland BV. This registration with Walvoorzieningen Nederland BV takes place via www.wvnld.nl.
5.2 After registration by the Customer, Walvoorzieningen Nederland BV checks the details of the Customer.
5.3 During this inspection, the Customer can make only limited use of the shore power.
5.4 After acceptance of the registration, the Customer receives a customer number and password, the Agreement is concluded and the shore power can be used
Entry, Duration and Termination
6.1 The Agreement is entered into for an indefinite period of time, unless the parties expressly agree otherwise in writing.
6.2 If the Agreement has been concluded for a definite period of time, it shall be tac-itly renewed by the end of the initial period by a period of one year, unless the Customer or Walvoorzieningen Nederland BV terminates the Agreement by regis-tered letter with due observance of a notice period of three months for Customer and one month for Walvoorzieningen Nederland BV before the end of the relevant period.
6.3 If the Agreement has been entered into for an indefinite period of time, it can be terminated by written notice of termination by either party after proper business consultation and stating reasons, with due observance of a notice period of three months respectively for the Customer and a month for Walvoorzieningen Neder-land BV.
Suspension / Dissolution
7.1 Walvoorzieningen Nederland BV is entitled at all times to suspend the further use of shore power and the fulfillment of its obligations and / or to dissolve the Agree-ment in whole or in part, or to allow only the use of shore power without client number, in any case, but not limited to, the case of:
- some payment error from the Customer;
- suspension of payment, declaration of bankruptcy or application of the Dutch Debt Rehabilitation Act (Wet Schuldsanering Natuur Personen) with respect to the Customer or an application thereto;
- seizure of an important part of the (business) assets of the Customer;
- under guardianship or under the supervision of the Customer;
- business termination of the Customer;
- death of the Customer;
- non-performance by the Purchaser of any obligation resting on him, after the Purchaser has been given notice of default by Walvoorzieningen Nederland BV.
Confidentiality and Privacy
8.1 The parties are obliged to each other to maintain confidentiality of all information and data that they receive from each other, unless a legal obligation requires dis-closure of the information and / or data. The Parties are therefore not permitted to publish (or cause to be made available to third parties in any way, directly or indirectly, any information and / or data relating to the other party without prior express permission).
8.2 Information and data will in any case be regarded as confidential if they have been designated as such by one of the parties.
8.3 The duty of confidentiality ends one year after the termination of the Agreement, unless otherwise agreed.
8.4 Whenever computer, data or telecommunications facilities are used in the perfor-mance of the Agreement or in any other way, Walvoorzieningen Nederland BV is entitled to provide the Customer with access to identification codes or passwords. Walvoorzieningen Nederland BV is entitled at all times to change these access and identification codes or passwords.
8.5 Customer must treat these access and identification codes or passwords confiden-tially and with due care.
8.6 Walvoorzieningen Nederland BV is not liable for damage or costs resulting from the use or misuse of the provided codes.
Reservation of property and rights
9.1 All goods and goods delivered to the Purchaser remain the property of Walvoor-zieningen Nederland BV until all the amounts due by the Purchaser for the ser-vices delivered or to be delivered pursuant to the Agreement have been paid in full to Walvoorzieningen Nederland BV.
9.2 Rights shall always be granted to the Customer or, where applicable, transferred on the condition that the Customer pays the agreed payment on time and in full.
9.3 Identification, customer codes and passwords are only issued on loan and remain the property of Walvoorzieningen Nederland BV.
9.4 Extension cables are only issued on loan and remain the property of Walvoor-zieningen Nederland BV.
Transfer of rights and obligations
10.1 The Customer is not permitted to sell or otherwise transfer the rights and / or ob-ligations under the Agreement to a third party.
10.2 Walvoorzieningen Nederland BV is entitled to transfer its claims against the Cus-tomer to a third party.
11.1 The risk of loss, theft, misappropriation or damage of goods, including identifica-tion, customer codes, passwords and other documentation, which have been or are delivered to the Customer by Walvoorzieningen Nederland BV, will be trans-ferred to the Customer at the moment at which they are brought into the actual disposal power of the Customer or of an auxiliary person used by the Customer.
12.1 Walvoorzieningen Nederland BV is responsible for the services relating to the use of shore power. Among the services provided to Customers, includes:
- registering the Customer and assigning a customer number and a Personal Page at www.wvnld.nl;
- switching on shore power after registration and correct connection;
- temporarily making the extension cables available to the Customer if this is nec-essary to be able to purchase the shore power
- answering questions and / or comments from the Customer about the use of shore power;
- managing and maintaining the website www.wvnld.nl;
- managing and maintaining the Service / breakdown service;
- the invoicing and collection of the consumption costs and any other costs.
12.2 Walvoorzieningen Nederland BV lists the current shore power tariffs on www.wvnld.nl.
12.3 The number of kWh purchased by the Purchaser shall be measured by Walvoor-zieningen Nederland BV with the aid of the metering installation in the shore power connection. The measuring device of shore power connections consists of variable meters. In case of doubt about the correctness of the measurement, the administration of Walvoorzieningen Nederland BV applies, subject to the possibil-ity of proof to the contrary by the Customer.
12.4 For the use of the telephone number of the Service / Breakdown Service, in some countries costs may be charged on top of the costs for the use of the (mobile) tel-ephone. These costs are charged by the telephone company or provider of the Customer. For information about this, the Customer is referred to his telephone company.
12.5 When determining the services rendered by Walvoorzieningen Nederland BV and the amounts due by the Purchaser, the relevant documents and data from the records or systems of Walvoorzieningen Nederland BV provide full proof, without prejudice to the Purchaser's right to delivering evidence to the contrary.
12.6 Walvoorzieningen Nederland BV is entitled to change the prices and rates, which will be announced on the internet site www.wvnld.nl.
13.1 Walvoorzieningen Nederland BV will endeavor to prevent or limit as far as possible disturbances in the supply of shore power. Walvoorzieningen Nederland BV does not guarantee the continuous, trouble-free use of shore power, nor the permanent availability of shore power or the shore power connection.
13.2 Walvoorzieningen Nederland BV may, if this is necessary or desirable in their opin-ion, in the interest of a good electricity supply, in connection with the execution of unforeseen activities, in the interests of safety or in the event of reasonable fear risk of damage - if possible after prior warning - limit or interrupt the electricity consumption for as short a time as possible.
A suspension or restriction of the electricity collection as referred to in this article is not a shortcoming of Walvoorzieningen Nederland BV and does not affect the validity and term of the Agreement.
13.3 Malfunctions and interruptions in the electricity network or in the supply of elec-tricity to Walvoorzieningen Nederland BV are at the expense and risk of the Pur-chaser. Walvoorzieningen Nederland BV is not liable towards the Customer for breaking into the shore power connection and / or the unavailability of the shore power, whether or not as a result of a power failure.
13.4 Walvoorzieningen Nederland BV is never liable for damage or costs due to trans-mission errors, malfunctions or non-availability of computer, data or telecommuni-cations facilities, unless the Customer proves that such a defect is due to intent or deliberate recklessness of Walvoorzieningen Nederland BV.
13.5 Walvoorzieningen Nederland BV is not liable for any indirect damage, including consequential damage, image damage, lost profit, missed savings, loss of data or damage due to business stagnation.
13.6 In all cases, the total liability of Walvoorzieningen Nederland BV is limited to direct damage to property and direct damage due to death or injury, up to an amount equal to the amount that Walvoorzieningen Nederland BV for the services ren-dered over a period of three years, received months in advance from the Cus-tomer.
13.7 Walvoorzieningen Nederland BV is not liable for the consequences of suspension of the fulfillment of its obligations or dissolution of the agreement by Walvoor-zieningen Nederland BV pursuant to article 14 Force Majeure.
13.8 Damage must be reported to Walvoorzieningen Nederland BV as soon as possible but no later than within two weeks of the occurrence by the Purchaser, unless the Purchaser makes it plausible that he has not been able to ascertain the damage earlier.
13.9 The Customer is liable for all damage suffered by himself and all direct damage (consequently, non-consequential damage) suffered by Walvoorzieningen Neder-land BV and / or third parties engaged by Walvoorzieningen Nederland BV, subject to limitations provided by law and regulations. as a result of inexpert use of shore power and / or shore power facilities, including but not limited to:
- the incorrect connection of the ship to the failure or incorrect disconnection of the ship from the shore power connection;
- the use of an adapter (of any type), a cable or a plug of a type that does not meet the safety standards associated with the shore power connection con-cerned or with an amperage which is less than that offered at the relevant shore power connection;
- the inadequate connection of cables and / or plugs;
- the removal of more shore power at one moment than the permissible maxi-mum power of the shore power connection concerned;
- failure to comply with the relevant safety and / or other regulations of the shore power facilities and / or the electrical installation of the ship of the Customer
- failure to follow instructions from Walvoorzieningen Nederland BV or the Part-ner.
13.10 The Purchaser indemnifies Walvoorzieningen Nederland BV against claims from third parties, including but not limited to the employees of the Purchaser, which are related to this Agreement or the execution thereof by Walvoorzieningen Ne-derland BV.
13.11 The Purchaser also indemnifies all third parties engaged by Walvoorzieningen Ne-derland BV from any claim by the Purchaser or a third party that are related to this Agreement or the execution thereof by Walvoorzieningen Nederland BV.
14.1 Walvoorzieningen Nederland BV is not obliged to comply with any obligation if it is prevented from doing so as a result of force majeure as defined in the law. Force majeure also means a shortcoming of suppliers of Walvoorzieningen Nederland BV.
14.2 If the force majeure continues for more than three consecutive months and it is not foreseeable that the force majeure situation will be resolved within a reasona-ble period, Walvoorzieningen Nederland BV has the right to terminate the Agree-ment by means of written notification, without that this gives rise to some liability towards the Customer.
Use of shore power
15.1 When registering and using the shore power, the customer follows the procedure as indicated on the website www.wvnld.nl.
The customer wears safe and certified connection accessories. The Customer is not allowed to use an adapter. The customer is responsible for the correct use of the plugs and cabling. For the use of the shore power connection, the Customer consults the safety regulations on the website of Walvoorzieningen Nederland BV: www.wvnld.nl.
15.2 The Customer is obliged to comply strictly with all procedures and security measures of Walvoorzieningen Nederland BV and to inform Walvoorzieningen Ne-derland BV as soon as possible of any damage, defects or irregularities he has ob-served or suspected at the shore power connection.
15.3 The Customer must comply with all applicable national and local laws and regula-tions.
15.4 If the connection to the shore power connection is interrupted for whatever reason or cause, the supply of shore power will stop automatically. Delivery can only be resumed by repeating the connection procedure described above.
The Service / breakdown service of Walvoorzieningen Nederland BV can help you with this.
15.5 The Customer owes a fee for the use of shore power, which consists of the shore power tariff multiplied by the number of kWh that the Customer has purchased from the shore power connection and, if applicable, increased by VAT.
15.6 For the use of the shore power a minimum rate applies as stated on the website www.wvnld.nl. The Customer pays the highest amount on the one hand the shore power tariff multiplied by the number of kWh the Customer has purchased or on the other hand the minimum rate.
15.7 If the Customer does not pay, not fully and / or late payment or if he instructs his bank to return the amount paid by direct debit, he is legally in default.
15.8 The Customer is obliged to provide all necessary information and to grant all co-operation to Walvoorzieningen Nederland BV, which Walvoorzieningen Nederland BV requires for the performance of the services relating to the use of shore power.
15.9 The Customer is responsible for providing the correct information. Changes to pre-viously provided information must be communicated to Walvoorzieningen Neder-land BV directly via the Personal Page.
15.10 The Customer is obliged to immediately report any malfunctions and damage to shore-based power supplies to the Service / breakdown service.
15.11 The Customer is prohibited:
- cause nuisance or damage to Walvoorzieningen Nederland BV or other Custom-ers;
- to break or break seals applied by or on behalf of Walvoorzieningen Nederland BV;
- to perform or have performed actions, whereby the extent of the purchase of electricity can not be determined or can not be correctly determined, or to en-sure that the normal functioning of the metering facility is prevented or the shore power tariffs can not be applied or can not be applied correctly;
- to use connecting materials other than those specified by Walvoorzieningen Ne-derland BV;
- to make shore power available to other Customers, unless permission has been granted in advance by Walvoorzieningen Nederland BV.
Invoicing and Payment
16.1 Walvoorzieningen Nederland BV charges the costs to the Customer once a month by means of a specified invoice. That invoice is sent to the Customer by email. All invoices will be paid by the Customer in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, Customer will pay within 30 (thirty) days of the invoice date. The Customer is not entitled to any compensation, discount, settlement or suspension of its payment obligations. Pay-ment must be made to a bank account indicated by Walvoorzieningen Nederland BV.
16.2 If the Purchaser has issued a power of attorney to pay by direct debit, collection will take place 14 days after the invoice date of the account number specified by the Purchaser. The Customer must always ensure that he has sufficient credit or credit space on the relevant account. If for whatever reason the collection can not take place within 14 days after the invoice date, the Customer is legally in default.
16.3 If the customer does not pay the amounts due within the agreed term, the Pur-chaser will owe the statutory (commercial) interest as referred to in article 6: 119a and 6: 120 Dutch Civil Code, without any notice of default being required. Furthermore, in addition to the total amount owed in that case, the Purchaser is also obliged to reimburse extrajudicial and collection costs, including all costs as referred to in article 6:96 Dutch Civil Code, relating to the collection of this claim or the execution of the proceedings, the amount of which is at least 15%. of the total amount.
16.4 In the event of a dispute regarding the amount or the basis of the invoice, the Customer must, under penalty of forfeiting it, lodge a written objection with Wal-voorzieningen Nederland BV within fourteen (14) days of the invoice date.
16.5 Walvoorzieningen Nederland BV is entitled to request an advance or other security (for example a deposit) from the Customer, which the Customer will provide on first request by Walvoorzieningen Nederland BV.
The applicable law and competent court
17.1 Dutch law applies exclusively to these General Terms and Conditions, with the ex-clusion of the Vienna Sales Convention.
17.2 All disputes arising from the Agreement, the General Terms and Conditions, and / or the purchase of shore power will be settled by the court in Arnhem to the ex-clusion of other courts.
Arnhem, 27 September 2018