General terms and conditions
Of SPIDO B.V. in Rotterdam, hereinafter referred to as: the ‘shipping company’, filed with the Chamber of Commerce in Rotterdam on 20 April 2000, as the occasion arises as they have been or shall be changed and/or supplemented or replaced after that.
I. Applicability and the like
1. These General Terms and Conditions are – with the exclusion and rejection of any and all other terms and conditions of (originating from) any party whatsoever and barring to the extent expressly indicated otherwise below – applicable to all our performances and any and all agreements, including offers regarding the conclusion of these agreements, concluded by the shipping company concerning transport and/or hospitality services and everything related to the same in the broadest sense of the word.
2. Barring to the extent expressly indicated otherwise below, the following terms and conditions are applicable to and form part of these agreements:
a. the Passenger Transport Conditions for Inland Navigation of the Netherlands Rhine and Inland Ship Owners’ Association and the Joint Netherlands Passenger and Launch Companies filed with the District Court in Rotterdam under number 80972 (19 October 1992), as the occasion arises as they have been or shall be changed and/or supplemented or replaced, and the Uniform Conditions for the Hospitality Industry of the Dutch Trade Association for the Hospitality Industry filed with the District Court in The Hague and with the Chamber of Commerce and Industry in The Hague under number 606 (June 1999), as the occasion arises as they have been or shall be changed and/or supplemented or replaced.
3. In case of a discrepancy between, on the one hand, these terms and conditions and, on the other hand, the Passenger Transport Conditions and/or the Uniform Conditions for the Hospitality Industry these terms and conditions shall prevail. In case of a discrepancy between the Passenger Transport Conditions and the Uniform Conditions for the Hospitality Industry or in case of obscurity which of the two applies, the shipping company shall be authorised to decide on what terms and conditions or on what provision(s) the shipping company wishes to rely.
4. The customer is the contracting party of the shipping company. The guest / traveller is each and every third party who is or shall be transported by the shipping company in the broadest sense of the word on the basis of a transport agreement concluded by the customer as well as each and every third party who has been described / defined as such in the Uniform Conditions for the Hospitality Industry. For the purpose of these terms and conditions “guest” must also be understood as the traveller within the meaning of Title 8.10.3 of the Dutch Civil Code.
These terms and conditions are also applicable between the shipping company and the guest who is not a party to the agreement between the shipping company and the customer. The customer shall warrant this. The customer indemnifies the shipping company against any and all claims that the guest and each and every third party files against the shipping company, to the extent that liability of the shipping company would be excluded, if the guest would file said claim against the shipping company. These terms and conditions also extend to the benefit of any and all natural and legal persons on which the shipping company relies or relied, in the broadest sense of the word, for the conclusion and/or the implementation of the agreements or for the operation of its business. These terms and conditions particularly also extend to the benefit of any and all companies affiliated with the shipping company, e.g. parent companies, subsidiaries and sister companies.
5. Deviations from these terms and conditions are only possible in writing and per subject matter and/or instance. Any and all offers of the shipping company are subject to contract. The shipping company can in any case forthwith after the acceptance revoke the offer, even if the offer of the shipping company contains a time limit for acceptance and acceptance takes place within this time limit. The shipping company shall in any case be entitled to this possibility during a period of two working days after acceptance. The shipping company has the possibility of considering the agreement as concluded if the shipping company started the implementation of the agreement. The same applies if the (order) confirmation of the shipping company has not been rejected within 5 working days. The transport agreement is concluded on the condition that a hospitality agreement is concluded, failing which the former agreement is automatically, without intervention of the court, considered to be dissolved without resulting in any obligation of the same vis-à-vis the customer. For instance, the shipping company shall in that case not be held to further negotiate or to pay compensation for negotiating costs or damages.
II. Special provisions concerning transport
6. The offers and/or agreements specify, inter alia, the sailing fare / travel costs that must be paid in advance upon the conclusion of the agreement and in any case 4 weeks before the implementation of the agreement, and must therefore at all times be received by the shipping company before the anticipated date of departure as well as the number of guests that can by no means be exceeded and that shall in any case not be higher than the maximum number of guests mentioned in the offer and/or agreement.
Failing, improper or late compliance by or on behalf of the customer with these obligations shall under all circumstances entitle the shipping company to immediately suspend its obligations on account of the agreement(s) whilst maintaining all its other rights vis-à-vis the customer, including exclusion of liability of the shipping company for (the) damages. This right of suspension includes the right of the shipping company to deny the guests or a number of the guests access to the vessel.
Failing, improper or late compliance by or on behalf of the customer with these and other obligations, followed by use of or reliance on this right of suspension by the shipping company, shall in any case entitle the shipping company to payment of the travel costs vis-à-vis the customer and shall in any case qualify as a no-show in terms of the hospitality services, without prejudice to other / further rights that the shipping company may enforce vis-à-vis the customer in connection with (this) breach of contract in pursuance of these terms and conditions and/or in pursuance of the general law of obligations.
7. The shipping company is subject to a best efforts obligation to transport the guests. Not complying with regulations as intended in article 19 of the Passenger Transport Conditions shall entitle the shipping company to also terminate the agreement with regard to hospitality services either orally or in writing. The termination of the transport and the termination of the hospitality services shall not affect the right of the shipping company to payment of the travel costs and booking value. In addition to article 20 of the Passenger Transport Conditions the shipping company and/or the captain shall at all times be authorised to determine that the weather conditions, high or low tide, the blockage of navigation routes and comparable circumstances, also those that are related to the vessel and the transport and/or the navigation and/or the navigation route, do not permit sailing or necessitate a change of the transport, in the broadest sense of the word, or to interrupt respectively change the place of departure or arrival, without the shipping company being liable to pay any compensation.
In all these instances the shipping company shall try to cooperate on an alternative or solution. All upon payment of all additional costs that are thus incurred by the shipping company. Security must be provided for these additional costs. It is at the discretion of the shipping company to decide whether an alternative / solution is feasible and can within reason be implemented by the shipping company. The provisions set forth in this article are also applicable if the shipping company cannot reach the place of departure or arrival stipulated with the customer. In the instance as intended in this article the shipping company reserves the right to payment of the travel costs and the booking value. In derogation from the provisions set forth in articles 4.4 and 6.4 of the Uniform Conditions for the Hospitality Industry the guest must be present in a timely fashion.
8. If the shipping company, due to instances as set forth in the previous articles and all other instances barring in case of intent, recklessness or gross negligence on the part of the shipping company, sails longer then the shipping company shall vis-à-vis the customer be entitled to additional payment of each and every additional hour of use of the vessel, each part of an hour calculated as a full hour. The shipping company is also entitled to the same if sailing is longer at the request of the customer or guests without knowledge of the customer. Sailing longer is also understood as using the vessel longer at the quay.
9. The provisions of the Uniform Conditions for the Hospitality Industry are as much as possible equally applicable to cancellation of the transport, which must take place by facsimile and dated letter, on the condition that the following must be paid to the shipping company by the customer within 14 days after the invoicing:
a. in case of cancellation up to 8 weeks before the day of departure 50% of the travel costs;
b. in case of cancellation up to 4 weeks before the day of departure 80% of the travel costs;
c. in case of cancellation within 4 weeks before the day of departure 90% of the travel costs; and
d. in case of no-show 100% of the travel costs.
III. Special provisions concerning hospitality services
10. The following terms and conditions of the Uniform Conditions for the Hospitality Industry are not applicable.
2.1., last sentence, 5, 7, 9.1.6, 9.2 up to and including 4 and 18.3; 4.4 and 6.4: see above article 7 last sentence; 4.6 and 12.7 in the sense that the shipping company does not charge any fee for possible safekeeping, at least is deemed not to charge respectively not to have charged a fee; 14.1 and 14.2 in the sense that a list is not presented and standard prices are used; 17.1 on the condition that there can only be question of the instance regulated in said article and/or corkage if the shipping company expressly agreed with the same in advance and in writing; 9.1.2 in the sense that there is always question of a group; 9.5 in the sense that in derogation from paragraphs 2 and 3 the following provisions are applicable and without prejudice to the right of the shipping company to rely on force majeure;
The amounts payable for cancellation of the hospitality services outlined in article 9.4.2 are changed as follows:
a. in case of cancellation up to 8 weeks before the day of departure 50% of the booking value;
b. in case of cancellation up to 4 weeks before the day of departure 80% of the booking value;
c. in case of cancellation within 4 weeks up to 4 days 90% of the booking value; and
d. in case of a no-show 100% of the booking value.
In derogation from article 9.1.1 the cancellation must take place by facsimile and dated letter.
11. Without prejudice to other / further rights the shipping company shall (can) communicate to the customer what part of the price, in general 50% of the stipulated or expected turnover, must be paid in advance, which amount must in any case be received by the shipping company 4 weeks before the implementation of the agreement, hence at all times before the foreseen date of departure. Within 14 days after the implementation of the agreement the remaining amount payable to the shipping company by the customer must be paid to the shipping company.
The provisions set forth in article 6 are equally applicable. The prices specified to the customer by the shipping company are applicable to the number of offered / stipulated guests, without the customer being entitled to setoff and/or reduction of the total price if fewer guests are actually present.
The shipping company can, at its sole discretion, consider the number of fewer guests as partial cancellation, but shall in any case not decide to do so if this is communicated to the shipping company fewer than 7 days before the travel date and/or the start of the implementation of the agreement or if this regards more than 10% of the guests. This communication must take place by facsimile and dated letter. If more guests are present and the shipping company, although not held to the same, decides to yet allow the presence of these guests or a number thereof then the shipping company shall be entitled to additional payment in conformity with the stipulated, at least traceable, prices per person.
12. If the number of supplied hospitality services / consumptions takes place based on issue by the shipping company of coins to the guests then the total number of coins issued by the shipping company to the guests minus the coins that are returned to the shipping company immediately after the conclusion of the supply of the hospitality services respectively the number of supplied consumptions as follows from the turnover lists shall serve as a basis for the number of supplied consumptions. Counting of the number of coins is performed by the shipping company and the customer hereby already declares to agree with the correctness of said count, which is kept in writing, all barring evidence to the contrary of / by the customer.
IV. General provisions
13. The guest is only allowed to carry hand luggage on board the vessel. The hand luggage cannot occupy a seat and cannot cause hinder. It is by no means permitted to carry hazardous items, in the broadest sense of the word, on board. If the customer, after prior written consent of the shipping company, brings or has brought goods other than hand luggage on board then this fully takes place at the risk of the same.
14. The customer waives the possibility to rely on setoff.
15. If a dispute occurs at the final settlement regarding the payment amount or if the establishment thereof requires a calculation not to be performed swiftly then the customer shall be held to pay the part of the payable amount that the parties agree on immediately and to provide security for the payment of the disputed part or the part of which the amount has not been established yet.
16. If the customer or the guest or their luggage inflict damages on the carrier then the customer and the guest are jointly and severally held to compensate the shipping company for these damages. This article applies to damages to the vessel and to damages to goods and/or present on board the same. This article also applies to damages that the customer and/or the guest or their luggage inflict to the goods and/or people who are not on board the vessel and if the shipping company is addressed for compensation for these damages. Hence the customer cannot rely on the personal liability of the guest.
Possible repairs take place at the expense of the customer, after the necessity thereof has, where possible, been communicated to the customer by the shipping company. This article applies without prejudice to other / further rights, including the rights vis-à-vis third parties, of the shipping company.
17. With regard to any and all claims of the shipping company vis-à-vis the customer and/or guest(s) the provisions set forth in article 14 of the Uniform Conditions for the Hospitality Industry are, as the occasion arises as much as possible equally, applicable.
18. Barring in case of intent, recklessness or gross breach of contract of the shipping company, the shipping company shall never be held to pay compensation for any damages whatsoever. The shipping company shall never be liable for trading and/or consequential damages or for damages that exceed the amount of 75% of the travel costs respectively 75% of the booking value for beverages and snacks.
19. Any and all disputes related to these terms and conditions, the agreement(s) and other agreements between the customer and the shipping company as well as any and all disputes between the guest(s) and the shipping company are settled according to Dutch law by the District Court in Rotterdam, if a dispute falls under the competence of the District Court, such without prejudice to the right of the shipping company to bring the dispute to the cognisance of the court competent on the basis of the normal competence rules. There shall also be question of a dispute if one of the parties is of said opinion.
20. Should one of the provisions of these terms and conditions be or become invalid and/or be cancelled then the validity of the other provisions shall not be affected. In lieu of the invalid and/or cancelled article a provision is then deemed to have been stipulated that best approaches the intention and the spirit of the invalid and/or cancelled article within the framework of what is permitted by law. We are entitled to change these general terms and conditions, in any case if a stipulation is cancelled.