General Terms and Conditions of Business
I. Area of Application
The following Terms and Conditions apply to all first-time, current and future business relations between Select Voyages AG
( Switzerland ) (hereinafter referred to as “Select Voyages AG”) and the customers of Select Voyages AG.
Select Voyages AG enters into transactions subject exclusively to these General Terms and Conditions of Business. Any deviating terms and conditions of customers of Select Voyages AG have no application, even if Select Voyages AG does not expressly object to the same
II .Conclusion of the Contract
1.Offers from Select Voyages AG are not binding and without obligation unlessthey are expressly described in writing as binding offers.
2 The contract with the customer comes into effect when Select Voyages AG confirms the order in writing.
3 A contract for an offer described as binding by Select Voyages AG comes into effect if the offer is accepted by the customer in writing within a period of two weeks from the date of the offer. After expiry of this period, Select Voyages AG is nolonger bound by the offer.
4. If the offer and/or order confirmation from Select Voyages AG specifies a berth, this is quoted merely without obligation. At the time of entering into the contract,the berths have not been released by the responsible organisation. The allocation of berths frequently takes place just shortly before the start of the trade fair. Select Voyages AG will apply to the responsible allocator for the berth quoted in the order to be allocated to the ship named in the order. Subject matter of the contract is the berth allocated.
5. All prices are quoted net and value-added tax is added at the statutory rate if required by statute.
III. Services by Select Voyages AG
Duties of the customer of Select Voyages AG
- The customer will provide Select Voyages AG with all necessary documents, verifications, evidence, permits and information that are necessary to enable Select Voyages AG to perform the obligations incumbent upon it.
- The customer must obey the instructions of ship management, as these are intended to ensure the safety of the ship and of the passengers.
- Smoking is not permitted anywhere inside the ships.
- Animals may not be taken on board. This also applies to short visits.
V. Terms of Payment
- After conclusion of the contract, Select Voyages AG will invoice the customer for the services.
- Invoice amounts must be paid by the agreed date or, in the absence of an agreed date, immediately.
- Unless otherwise agreed, the customer is in default without necessitating a reminder if the invoice has not been paid within 5 working days of the due date of the invoice. The deciding factor is the date credited to the account of Select Voyages AG.
VI. Cancellations by the Customer
- In the event of the customer cancelling the booking without any statutory ground for termination or withdrawal from the contract, Select Voyages AG remains entitled to payment unless Select Voyages AG can let the cabins booked for the customer to someone else for the same price.
- In this event, the customer of Select Voyages AG receives a credit note in the amount of the price of the newly allocated cabins up to a maximum of the price paid by the customer. A handling charge of 10% of the price paid by the customer for the original booking will be deducted for Select Voyages AG.
- The customer has the right to prove to Select Voyages AG that Select Voyages AG incurred no costs or much lower costs than the handling charge claimed. In this event, the customer is obliged to pay only the costs actually incurred.
- Select Voyages AG is entitled to claim the amount exceeding the handling charge as compensation for damages in the individual case.
VII. Termination of the Contract
- Select Voyages AG may terminate the contract for good cause without notice at any time. There is good cause, in particular, if the customer is in default with the payment of an invoice or a major portion thereof; in the event of default with a small portion of the invoice, Select Voyages AG continues to have a right of termination if the customer does not pay the remaining amount despite the fact that Select Voyages AG to demands in writing that the customer pay the outstanding amount, o combines the reminder with the setting of a reasonable period for payment and o announces, in the reminder, its intention to terminate the contract without notice if the customer does not pay the outstanding portion within the period set; • the customer ceases its business operations or liquidates the same, or • the customer applies for the institution of insolvency proceedings on its assets or a third party applies for the institution of insolvency proceedings on the assets of the customer and the application made by the third party leads to the institution of insolvency proceedings on the assets of the customer within three months.
- If Select Voyages AG terminates the contract without notice for a reason for which the customer is responsible, Select Voyages AG reserves the right to claim the full payment from the customer. The latter is not released from the obligation to pay.
- Both parties have the right of termination without notice if the contract cannot be performed due to failure to receive the berthing permit and Select Voyages AG is not responsible for this failure. In the event of termination for this reason, there are no reciprocal claims between Select Voyages AG and the customer.
- Notice of termination must be given in writing.
- Regardless of the basis in law, Select Voyages AG is liable to compensate for damages only for intent and gross negligence. Select Voyages AG is liable in the event of simple negligence only
- a) for damages arising from harm to life, physical injury or harm to health,
- b) for damages arising from the breach of a fundamental contractual duty; in this event, however, the liability of Select Voyages AG to compensate for damages is limited to the foreseeable damages that would typically have occurred. Deemed to be a fundamental contractual duty for this purpose is an obligation without which proper performance of the contract would be impossible and on the performance of which the other party relies and is entitled to rely.
- All other claims of the customer based on contract or tort are excluded. In particular, Select Voyages AG is not liable for loss of profits or other pecuniary damage suffered by the customer.
- The limitations of liability arising from the above paras. 2 and 3 do not apply if Select Voyages AG has given a guarantee for the properties of the contractual subject matter. The same applies to any claims of the customer under the German Product Liability Act (Produkthaftungsgesetz). In case of doubt, declarations made by Select Voyages AG with regard to the properties of the service represent a guarantee only if Select Voyages AG has expressly described them as such.
- To the extent to which the liability of Select Voyages AG is excluded or limited, this also applies in respect of the personal liability of the employees, representatives and agents of Select Voyages AG.
- Select Voyages AG is not liable for the loss of or damage to valuables brought onto the ship (e.g. jewellery, laptops, securities, cash, furs, etc.).
IX. Force Majeure
None of the parties is responsible to the other party for delays or non-performance of its contractual duties if the delay or nonperformance of its contractual duties is due to force majeure (e.g. war, strikes, storms, earthquakes, terrorist attacks, closure of waterways by the authorities, failure of the fuel supply, high water or low water) or due to other circumstances that cannot be averted by the care of a prudent business person.
X. Concluding Provisions
- Place of performance and exclusive place of jurisdiction for all disputes arising from this contract, including court actions for payment of a cheque or bill or summary procedures, shall fall within the jurisdiction of the Landgericht Düsseldorf, Kammer für Handelssachen, Germany. However, Select Voyages AG also has the right to bring a claim at the general place of jurisdiction of the customer.
- The relations between Select Voyages AG’s and the Select Voyages AG customer are governed exclusively by the material law of the Federal Republic of Germany, however, to the exclusion of any provisions on conflicts of law. This applies even if the place of performance is in a foreign country.
- Should individual provisions be or become invalid, this shall not affect the validity of the other provisions.
- Amendments or supplements to the contract between Select Voyages AG and the customer (including this Article X, 4.) will take effect only following a written and signed agreement of the parties that must be expressly described as amendment of the contract concluded between the parties and the intention to amend this contract.
- The headings used in these Terms and Conditions are merely for the sake of clarity and do not affect the interpretation of this contract.