General Terms and Conditions of Ciresa Shipping B.V.

1. Scope and Application

1.1 These Terms

These General Terms and Conditions (“Terms”) govern all agreements, offers, quotations, and services provided by Ciresa Shipping B.V., hereinafter referred to as “Ciresa,” “we,” “us,” or “our.”

1.2 Acceptance

By engaging our services, the Client acknowledges having read and accepted these Terms. Any contrary or additional conditions proposed by the Client are expressly rejected unless confirmed in writing by Ciresa.

1.3 Applicability

These Terms apply to all activities of Ciresa, including but not limited to vessel shipping, tank storage, bunkering services, analytical inspection, and related logistics services.

2. Definitions

In these Terms:

“Agreement” means any contract between Ciresa and the Client for the provision of services

“Client” means the party contracting with Ciresa for services

“Goods” means products, materials, or cargo handled under the Agreement

“Services” means all activities undertaken by Ciresa for the Client

“Vessel” means any ship, barge, or watercraft involved in services

“Force Majeure” means events beyond reasonable control

3. Offers and Quotations

3.1 Non-Binding Nature

All offers and quotations from Ciresa are without obligation unless expressly stated otherwise in writing.

3.2 Validity Period

Quotations are valid for the period stated or, if no period is stated, for 30 days from the date of issuance.

3.3 Errors and Omissions

Obvious errors, misprints, or miscalculations in offers or quotations do not bind Ciresa.

3.4 Withdrawal Right

Ciresa reserves the right to withdraw an offer or quotation at any time before acceptance by the Client.

4. Formation of Agreement

4.1 Acceptance

An Agreement is formed when the Client accepts Ciresa’s offer in writing, or when Ciresa confirms the Client’s order in writing.

4.2 Written Form

All Agreements require written confirmation to be binding. Verbal agreements are not binding until confirmed in writing by Ciresa.

4.3 Third Parties

Agreements with Ciresa are concluded exclusively with Ciresa. Agents, brokers, or representatives are not authorized to bind Ciresa unless expressly authorized in writing.

5. Client Obligations

5.1 Information

The Client shall provide complete and accurate information regarding:

• Nature, quantity, and characteristics of Goods

• Special handling requirements

• Dangerous properties of Goods

• Applicable regulatory requirements

• Delivery and collection arrangements

5.2 Warranties

The Client warrants that:

• Goods are properly classified, packaged, and marked

• All necessary licenses, permits, and authorizations are obtained

• Goods comply with applicable laws and regulations

• Information provided is accurate and complete

5.3 Indemnity

The Client indemnifies Ciresa against all claims, losses, damages, and expenses arising from:

• Inaccurate or incomplete information

• Non-compliance with laws or regulations

• Dangerous characteristics of Goods not disclosed

• Acts or omissions of the Client’s personnel

6. Service Performance

6.1 Standard of Care

Ciresa shall perform Services with reasonable skill and care, consistent with industry standards and applicable regulations.

6.2 Subcontracting

Ciresa may engage subcontractors to perform all or part of the Services without prior Client consent.

6.3 Third-Party Services

Where Services involve third-party providers (carriers, terminals, inspectors, laboratories), Ciresa acts as agent for the Client, and the third party’s terms may apply.

6.4 Time Estimates

Any estimated timeframes for performance are approximations only and not guaranteed unless expressly agreed in writing.

7. Vessel Shipping Services

7.1 Scope

Vessel shipping services include arranging transportation of Goods by sea, including related activities such as loading, stowage, and discharge.

7.2 Vessel Selection

Ciresa selects vessels appropriate for the specific cargo and route, considering factors including cargo characteristics, voyage requirements, and applicable regulations.

7.3 Loading and Discharge

Unless otherwise agreed, the Client is responsible for loading and discharge operations. Ciresa may provide supervision or assistance as agreed.

7.4 Laytime and Demurrage

Laytime and demurrage, if applicable, shall be as specified in the Agreement or, if not specified, in accordance with industry standard terms.

8. Tank Storage Services

8.1 Storage Agreements

Tank storage services are provided under separate storage agreements specifying:

• Products to be stored

• Storage duration

• Tank allocations

• Handling services

• Applicable charges

8.2 Product Care

Ciresa shall exercise reasonable care in storing Goods but does not guarantee against:

• Normal evaporation or volume changes

• Changes in product characteristics

• Mixing of compatible products in shared systems

8.3 Access

Client access to storage facilities is subject to security and safety requirements and requires advance coordination.

8.4 Removal

The Client shall remove Goods upon expiration of the storage term or upon termination of the Agreement. Ciresa may remove and store Goods at Client expense if removal is not timely.

9. Bunkering Services

9.1 Supply

Bunkering services involve the supply of marine fuels and lubricants to Vessels as specified in the Agreement.

9.2 Quality

Fuel supplied shall meet specifications stated in the Agreement or, if not stated, industry standard specifications for the product type.

9.3 Quantity

Quantity supplied shall be measured by barge meters, shore meters, or vessel tank soundings as agreed. Measurement methods shall be specified in the bunkering plan.

9.4 Delivery

Bunkering operations shall be conducted in accordance with applicable safety regulations and port requirements. The Vessel shall remain under its own control throughout operations.

10. Analytical Inspection Services

10.1 Scope

Analytical inspection services involve arranging for sampling, testing, and analysis of Goods by independent laboratories.

10.2 Laboratory Partners

Ciresa works with recognized inspection laboratories including SGS, Intertek, Saybolt, and others. Laboratory services are subject to the laboratory’s own terms and conditions.

10.3 Results

Test results represent the condition of the sample tested at the time of testing. Ciresa does not warrant that results represent the condition of remaining Goods.

10.4 Timeliness

Results are provided within the timeframe requested by the Client to the extent possible, but Ciresa does not guarantee specific turnaround times.

11. Charges and Payment

11.1 Pricing

Charges for Services shall be as specified in the Agreement or, if not specified, at Ciresa’s prevailing rates at the time of service.

11.2 Invoicing

Ciresa shall invoice the Client upon completion of Services or at agreed intervals. Invoices are payable within 30 days of invoice date unless otherwise agreed.

11.3 Taxes

All charges are exclusive of VAT and other applicable taxes, which shall be added to invoices where required.

11.4 Late Payment

If payment is not received by the due date, Ciresa may:

• Charge interest at the statutory rate

• Suspend further services until payment is received

• Require prepayment for future services

11.5 Currency

All payments shall be in Euros unless otherwise agreed in writing.

12. Liability and Indemnification

12.1 Exclusion of Consequential Loss

Neither party shall be liable to the other for any indirect, special, or consequential loss or damage, including loss of profit, loss of production, loss of contract, or loss of business opportunity.

12.2 Limitation of Liability

To the maximum extent permitted by law, Ciresa’s total liability arising from or related to the Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total charges paid by the Client for the specific Service giving rise to the claim.

12.3 Physical Damage

The limitation in 12.2 does not apply to physical damage to the Client’s tangible property caused by Ciresa’s gross negligence or willful misconduct.

12.4 Mandatory Law

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable mandatory law.

13. Force Majeure

13.1 Definition

Force Majeure means any event beyond the reasonable control of a party, including but not limited to:

• Acts of God, natural disasters

• War, terrorism, civil unrest

• Government actions,embargoes

• Labor disputes, strikes

• Equipment failures

• Port closures or congestion

• Pandemic or epidemic

13.2 Effects

If a party is affected by Force Majeure, its obligations are suspended for the duration of the event. The affected party shall:

• Notify the other party promptly

• Take reasonable steps to mitigate effects

• Resume performance when possible

13.3 Termination

If Force Majeure continues for more than 30 days, either party may terminate affected Agreements without liability.

14. Insurance

14.1 Ciresa Coverage

Ciresa maintains insurance coverage appropriate to its operations, including:

• Protection and Indemnity (P&I) Club coverage

• Liability insurance

• Property insurance

14.2 Client Responsibility

The Client is responsible for insuring its own Goods for their full value during all stages of handling, storage, and transportation.

15. Confidentiality

15.1 Obligation

Both parties shall keep confidential all information obtained from the other party that is marked confidential or reasonably should be considered confidential.

15.2 Exclusions

Confidentiality does not apply to information that:

• Is or becomes publicly available

• Was known to the recipient before disclosure

• Is independently developed

• Must be disclosed by law or regulation

15.3 Duration

Confidentiality obligations continue for 5 years after termination of the Agreement.

16. Termination

16.1 Termination for Convenience

Either party may terminate ongoing Services upon 30 days written notice to the other.

16.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Commits a material breach not cured within 14 days of notice

• Becomes insolvent or bankrupt

• Ceases operations

16.3 Effects of Termination

Upon termination, the Client shall pay for all Services performed up to the termination date.

17. Governing Law and Disputes

17.1 Governing Law

These Terms and all Agreements are governed by the laws of the Netherlands.

17.2 Dispute Resolution

Any disputes arising from or related to these Terms or Agreements shall be submitted to the exclusive jurisdiction of the competent court in Terneuzen, Netherlands.

17.3 Rotterdam Rules

To the extent applicable, the United Nations Convention on Contracts for the International Carriage of Goods Wholly or Partly by Sea (Rotterdam Rules) shall apply to sea transport services.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the specific Agreement, constitute the entire agreement between the parties regarding the Services.

18.2 Amendments

Amendments to these Terms or any Agreement require written confirmation by an authorized representative of Ciresa.

18.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

18.4 Waiver

Failure to enforce any provision is not a waiver of the right to enforce it later.

18.5 Assignment

The Client may not assign rights or obligations without Ciresa’s prior written consent. Ciresa may assign rights and obligations without consent.

19. Contact

For questions regarding these Terms, please contact:

Ciresa Shipping B.V.
Churchilllaan 408
4532 MC, Terneuzen
Netherlands

Email: frontdesk@ciresashipping.eu
Phone: +3197005035054