General Terms

GENERAL TERMS AND CONDITIONS OF BROBS MARINE B.V.
Version 1.2 – Global Trade Edition

Article 1 – Definitions
1.1 “Brobs Marine” means Brobs Marine B.V., including its parent companies, subsidiaries, affiliated entities, directors, officers, employees, agents, and subcontractors.
1.2 “Customer” means any natural person or legal entity purchasing or receiving Goods or services from Brobs Marine.
1.3 “Agreement” means any quotation, order, confirmation, contract, sale, delivery, service, or other arrangement between Brobs Marine and Customer.
1.4 “Goods” means all products, spare parts, components, equipment, materials, or related items supplied by Brobs Marine.
1.5 “Supplier” means any third-party manufacturer, distributor, or vendor supplying Goods to Brobs Marine.

Article 2 – Applicability
2.1 These General Terms and Conditions (“GTC”) exclusively govern all offers, Agreements, deliveries, and legal relationships involving Brobs Marine.
2.2 These GTC apply to all current and future Agreements, regardless of their nature.
2.3 Any general terms and conditions of Customer are expressly rejected and shall not apply.
2.4 Any deviation from these GTC shall only be valid if expressly agreed in writing by Brobs Marine.
2.5 Customer expressly accepts these GTC by placing an order, accepting a quotation, or receiving Goods.

Article 3 – Independent Distributor Status
3.1 Brobs Marine acts solely as an independent distributor and reseller.
3.2 Brobs Marine does not manufacture Goods.
3.3 Brobs Marine assumes no manufacturer obligations or liabilities.
3.4 Customer acknowledges that Brobs Marine purchases Goods from third-party Suppliers.
3.5 Customer assumes full responsibility for selection, use, installation, and application of Goods.

Article 4 – Offers and Formation of Agreement
4.1 All offers are non-binding unless explicitly stated otherwise.
4.2 Offers remain valid for fourteen (14) days unless stated otherwise.
4.3 An Agreement is formed only upon written confirmation by Brobs Marine, delivery of Goods, issuance of invoice, or commencement of performance.
4.4 Brobs Marine may withdraw or modify offers at any time prior to acceptance.
4.5 Customer may not cancel or modify an Agreement without prior written consent of Brobs Marine.
4.6 Cancellation does not release Customer from payment obligations.

Article 5 – Pricing and Payment
5.1 All prices are exclusive of VAT, duties, taxes, transport, insurance, customs clearance, import/export fees unless stated otherwise.
5.2 Payment must be made within thirty (30) days of invoice date.
5.3 Brobs Marine may require advance payment at its sole discretion.
5.4 Failure to pay on time results in statutory commercial interest, collection costs, legal costs, and enforcement costs payable by Customer.
5.5 Brobs Marine may suspend performance or deliveries until payment is received.

Article 6 – Delivery and Risk Transfer
6.1 All deliveries are made Ex Works (EXW), Incoterms® 2020, unless agreed otherwise.
6.2 Risk transfers to Customer immediately upon delivery or notification that Goods are available for collection.
6.3 Customer is fully responsible for transport, insurance, customs clearance, import/export compliance, duties, and taxes.
6.4 Delivery dates are estimates only.
6.5 Delays do not entitle Customer to compensation, termination, or refusal of payment.

Article 7 – Inspection and Acceptance
7.1 Customer must inspect Goods immediately upon delivery.
7.2 Visible defects must be reported within three (3) days.
7.3 Hidden defects must be reported within fourteen (14) days of discovery.
7.4 Failure to report constitutes unconditional acceptance.
7.5 Returned Goods require prior written approval.

Article 8 – Warranty Disclaimer
8.1 All Goods are supplied strictly “as-is” and “as-available.”
8.2 Brobs Marine provides no warranties, express or implied.
8.3 Brobs Marine only passes through transferable Supplier warranties.
8.4 Brobs Marine shall have no independent warranty obligations.
8.5 Warranty period shall not exceed six (6) months.

Article 9 – Intellectual Property Disclaimer and Indemnification
9.1 Brobs Marine does not manufacture Goods.
9.2 Brobs Marine makes no representation that Goods do not infringe intellectual property rights.
9.3 Brobs Marine shall not be liable for any intellectual property claims.
9.4 Customer assumes full responsibility for use and resale.
9.5 Customer shall fully indemnify and defend Brobs Marine against all intellectual property claims.

Article 10 – Counterfeit and Authenticity Disclaimer
10.1 Brobs Marine relies solely on Supplier representations.
10.2 Brobs Marine does not independently authenticate Goods.
10.3 Brobs Marine shall not be liable for counterfeit Goods unless caused by gross negligence or willful misconduct.

Article 11 – Limitation of Liability
11.1 Brobs Marine shall only be liable for direct damages caused by gross negligence or willful misconduct.
11.2 Total liability shall be limited to the lower of invoice value or EUR 10,000.
11.3 Brobs Marine shall never be liable for indirect or consequential damages.
11.4 These limitations apply regardless of legal basis.

Article 12 – Indemnification by Customer
Customer shall fully indemnify Brobs Marine against claims arising from use, resale, installation, or modification of Goods.

Article 13 – Retention of Title
13.1 Ownership remains with Brobs Marine until full payment.
13.2 Customer may not resell unpaid Goods.

Article 14 – Export Control and Sanctions
Customer shall comply with all export control laws and indemnify Brobs Marine for violations.

Article 15 – Force Majeure
Brobs Marine shall not be liable for events beyond its control.

Article 16 – Limitation Period
Any claim must be initiated within six (6) months.

Article 17 – Data Protection
Brobs Marine complies with GDPR.

Article 18 – Severability
Invalid provisions shall not affect remaining provisions.

Article 19 – Governing Law and Jurisdiction
Dutch law exclusively applies.
CISG is excluded.
Disputes shall be resolved exclusively by courts in The Hague.

Article 20 – Entire Agreement
These GTC constitute the entire agreement.