NT Machinery

General Terms and Conditions of Sale, Supply and Work

Last updated: September 2026

These general terms and conditions (the "Terms") are issued by NT Machinery, registered with the Dutch Chamber of Commerce under number 97588520, with its registered office at Strevelsweg 700, Unit 303 – C148, 3083 AS Rotterdam, the Netherlands.

1. Applicability and definitions

In these Terms, the following capitalised terms have the meanings set out below:

  • "Client" means the party entering into a Contract with NT Machinery.
  • "Contract" means any contract or order entered into between the Client and NT Machinery that is based on a quotation or offer of NT Machinery or that makes reference to these Terms.
  • "Contract Price" means the compensation payable by the Client to NT Machinery for the execution of the Work, as set out in the Contract.
  • "Contractors" means any shipyard, vessel owner, charterer, operator or other (sub-)contractor engaged by or on behalf of the Client in connection with the Work, and their respective employees, servants, officers and directors.
  • "Delivery" means delivery of the Equipment or the Work as set out in clause 5.1.
  • "Equipment" means the permanent physical result of the Work and its components, including pedestal mounted cranes and related parts.
  • "Force Majeure" means any event that (i) delays compliance by NT Machinery of its obligations under the Contract; (ii) is beyond the reasonable control of NT Machinery; (iii) does not result from the fault or negligence of NT Machinery; and (iv) could not have been avoided by NT Machinery through the exercise of proper diligence.
  • "Insolvency Event" means, in respect of a party: (a) the filing of a petition or the making of an order or the passing of an effective resolution for its winding-up; (b) its insolvency or bankruptcy under the provisions of any insolvency or bankruptcy law; (c) the institution of any proceedings under any insolvency or bankruptcy law or any law for the relief of debtors, with such proceedings not being withdrawn or cancelled within a period of thirty (30) days after institution; or (d) the appointment of a receiver of its undertaking or property.
  • "Services" means Work which includes, but is not limited to, engineering, design, advice, support, information, field work, installation, assistance, testing, modifications of the Client's equipment and/or repair activities, and its deliverables as described in the Contract.
  • "Statutory Changes" means any changes to any applicable laws, rules, regulations or requirements entering into force from the date of entry into the Contract that apply to the Work.
  • "Subcontractors" means any third party engaged by NT Machinery, whether on a temporary or permanent basis, for the design, engineering, fabrication, assembly or other performance of any part of the Work, and their respective employees, servants, officers and directors.
  • "Warranty Period" means the period for which the Work is warranted, as specified in clause 7.1.
  • "Work" means the supply of Equipment and/or Services as described in the Contract.

These Terms apply to all inquiries, documents, quotations, offers, orders and Contracts in relation to the Work. References to, or the applicability of, any other terms and conditions (including any purchasing or other conditions of the Client) are expressly rejected.

2. Contract

NT Machinery shall perform the Work in a professional and workmanlike manner, in accordance with the technical specification, scope of work and schedule included in the Contract.

Any changes to, or deviations from, these Terms are valid only if agreed between the parties in writing. Unless specifically agreed otherwise, the Client's request for NT Machinery to commence the Work prior to the execution of the Contract shall be deemed an acceptance of NT Machinery's last quotation or offer and of these Terms. The Contract represents the entire agreement between the parties and supersedes all prior agreements, representations and understandings, whether implied, expressed, written or oral.

3. Prices

Unless otherwise agreed in the Contract, all prices exclude: (i) indirect taxes, such as value added tax, sales tax, excise duty, customs duties and import and export charges, whether foreign or domestic; (ii) costs or fees for (un)loading, harbour and demurrage or storage; and (iii) consular fees for legalising invoices, issuance of certificates of origin, stamping of bills of lading or other charges required by the laws of any country of transit or destination, or any fines imposed due to incorrect declarations. Charges may be added for extra preparation and packaging for Delivery.

If the costs of performing the Work are increased by reason of any act of government, classification or certification body or authority, such increase shall be added to the Contract Price. All payments to NT Machinery shall be made without any deduction of taxes, levies, duties, charges, fees or withholdings of any nature, save as required by law.

4. Payment

4.1 Unless otherwise agreed in the Contract, the terms of payment shall be fourteen (14) days from the invoice date. All payments are due in the currency specified in the Contract and/or the invoice. NT Machinery may charge interest on all overdue accounts at the applicable statutory rate of interest, as well as all reasonable legal fees (including lawyer's fees, appraisal fees and costs incurred for notarisation or legalisation of documents) and other costs incurred in the collection thereof.

4.2 Where genuine doubts arise as to the Client's financial position, NT Machinery reserves the right to suspend the Work (or part thereof) and to secure and store the Work (or part thereof) at the Client's risk and cost and without any liability to the Client, until satisfactory security for payment under the Contract has been provided. The Client shall not be entitled to offset or withhold any amounts without the written approval of NT Machinery.

4.3 In the event the Client fails to remedy a material breach or fails to fulfil any of its payment obligations hereunder within fourteen (14) days from written notice thereof by NT Machinery, then, without further notice, NT Machinery may suspend the Work (or part thereof) and secure and store the Work (or part thereof) at the Client's risk and cost until such material breach or failure to pay is remedied. If the default or failure to pay persists after a period of thirty (30) days following such notice, NT Machinery may terminate the Contract with immediate effect, without any liability to the Client, and may resell all Equipment purchased in relation to the Work to any third party. NT Machinery may also suspend or terminate the Contract with immediate effect in case an Insolvency Event occurs in respect of the Client. In the event of such termination, the Client shall pay to NT Machinery: (i) all monies due in respect of all Work performed; plus (ii) all documented costs (including the costs of cancellation, termination or transfer of supplier contracts); plus (iii) a termination fee equal to fifteen percent (15%) of the Contract Price.

4.4 Title to the Work shall remain with NT Machinery until receipt by NT Machinery of the full payment of the Contract Price.

5. Delivery and completion

5.1 Unless otherwise agreed in the Contract, Delivery means delivery Free Carrier (FCA, Incoterms 2020) of the Equipment at the premises of NT Machinery or its Subcontractors, except that loading of the Client's means of transport, and any transport required in connection with such loading, shall be for the Client's own cost and risk. Risk passes to the Client upon Delivery.

5.2 In the event the Client fails to take Delivery of the Equipment, NT Machinery may, without prejudice to any of its other rights, arrange for the storage of the Equipment at the cost and risk of the Client and withhold Delivery until full payment has been received.

5.3 Any delays or failures of performance by NT Machinery shall not constitute default or give rise to any claims if, and to the extent that, such failures or delays are caused by Force Majeure. NT Machinery shall notify the Client with reasonable promptness of the existence of any such Force Majeure and the probable duration thereof, and shall take all reasonable actions to mitigate its effects.

5.4 In the event that the performance of NT Machinery is delayed by Force Majeure, or by a delay not attributable to NT Machinery, the Delivery date or date for performance shall be extended by the duration of the delay, plus a reasonable time to allow NT Machinery to recommence and perform the Work. The Client shall not be entitled to cancel or terminate a Contract on the basis of such delay, nor to suspend its obligations or impose any form of damages. The Client shall reimburse NT Machinery for any additional costs incurred in connection therewith. In the event that a delay due to Force Majeure exceeds a period of one hundred and twenty (120) days, either party may terminate the Contract by notice to the other party. Upon such termination, the Client shall, within thirty (30) days thereafter, pay all monies due in respect of all Work or part thereof properly performed, to the extent not already paid, plus all direct and documented costs incurred as a result of such termination.

5.5 The Client may not refuse or delay Delivery or completion for any defects or deficiencies that do not hinder or prevent the normal and safe installation, commissioning, testing, use, operation or maintenance of the Equipment. Any such defects shall be listed in a punch list and shall be remedied by NT Machinery within a reasonable period.

5.6 In the event that NT Machinery does not achieve Delivery on the agreed date of Delivery (as amended in accordance with the provisions of the Contract) due to the default of NT Machinery, and to the extent that such delay is not attributable to the Client, NT Machinery shall pay to the Client liquidated damages in an amount of zero point five percent (0.5%) of the Contract Price for each week of delay, up to a maximum of five percent (5%) of the Contract Price. The Client's sole and exclusive, full and final remedy for late performance by NT Machinery is limited to such liquidated damages, in lieu of any other rights of the Client under the Contract or at law. The parties agree that such liquidated damages are not a penalty but a genuine pre-estimate of the damages that may be sustained by the Client.

5.7 The consequences of any Statutory Changes shall be for the account of the Client. If execution of the Contract becomes or will become impracticable for NT Machinery as a consequence of such Statutory Changes, NT Machinery may terminate the Contract and the Client shall compensate NT Machinery for any costs, expenses and commitments made in connection with the Contract.

6. Termination by the Client

6.1 Except as expressly provided otherwise in these Terms, the Client may only terminate a Contract in the event that NT Machinery fails to effect Delivery within a period of one hundred (100) days from the agreed date of Delivery or completion (as may be extended by Force Majeure or any delays not attributable to NT Machinery), or upon the occurrence of an Insolvency Event in respect of NT Machinery. Any other termination rights are excluded, with the exception of termination rights that cannot be excluded under the applicable law. Upon such termination, the Client shall take over the Work as performed at that point in time and shall pay to NT Machinery, as full and final satisfaction of any and all claims, all monies due in respect of all Work or part thereof properly performed.

7. Warranty

7.1 Subject to the terms set out herein, NT Machinery warrants that the Work shall be free of defects in design, workmanship and materials (the "Warranty") for a period of eighteen (18) months from Delivery or twelve (12) months from completion of the Work, whichever period ends earlier (the "Warranty Period").

7.2 Subject to this clause 7, within the Warranty Period NT Machinery shall, at its discretion, either repair or replace the defective part of the Equipment, or re-perform the Services found to be defective, free of charge, provided it is clear that NT Machinery is responsible for the defect. Replacement parts will be delivered Ex Works (Incoterms 2020), and NT Machinery may require the return of allegedly defective parts, freight pre-paid, to establish the Warranty. In case of defects in any of the Services, the Warranty is limited to re-performing the defective Services.

7.3 The Warranty applies only if: (i) the defect occurred under normal and proper use and service, and not due to normal wear and tear, accidents or adverse weather conditions; (ii) the Work is installed, operated and maintained strictly in accordance with the instructions, manuals and technical bulletins of NT Machinery; (iii) the Work was properly used for the purpose for which it was intended, the defect arose from faulty design, workmanship or materials in the Work, and was not caused by other machinery or apparatus; and (iv) the Client notified NT Machinery in writing of the defect within fourteen (14) days of its discovery.

7.4 The Warranty will be void if the Work was either: (i) repaired or serviced without the permission of NT Machinery; or (ii) repaired or serviced without review and authorisation by NT Machinery; or (iii) repaired using replacement parts not manufactured, supplied or approved by NT Machinery.

7.5 All costs relating to the Warranty that are not expressly stated to be for the account of NT Machinery shall be for the account of the Client and shall be reimbursed by the Client to NT Machinery at actual cost against documentary proof on first request, including but not limited to: travel (including boarding and lodging), transport, visa and courier costs for personnel of NT Machinery or its Subcontractors; travelling, waiting and quarantining man hours; general assistance by the Client's personnel and equipment; and the provision of crane assistance, scaffolding, special tools and similar assistance at any location other than the premises of NT Machinery or its Subcontractors.

7.6 The Warranty set forth in this clause is the Client's sole and exclusive remedy, and is in lieu of any other terms, stipulations, conditions or warranties, whether oral, express or implied, including any statutory implied terms relating to quality, merchantability or fitness for purpose, arising out of the operation of law or otherwise, to the extent permitted by law. At the expiry of the Warranty Period, all obligations and liabilities with regard to the Warranty shall end.

8. Liabilities and indemnifications

8.1 NT Machinery shall indemnify and hold harmless the Client from and against any claims for: (i) illness, injury or death suffered by any personnel of NT Machinery or its Subcontractors arising out of or in any way connected with the performance or non-performance of the Contract; and (ii) loss of or damage to property of NT Machinery or its Subcontractors, except for the Equipment as from Delivery, arising out of or in connection with the performance, partial performance or non-performance of the Contract.

8.2 The Client shall indemnify and hold harmless NT Machinery from and against any claims for: (i) illness, injury or death suffered by any personnel of the Client or its Contractors arising out of or in any way connected with the performance or non-performance of the Contract; and (ii) loss of or damage to property of the Client or its Contractors, including the Equipment as from Delivery, arising out of or in connection with the performance, partial performance or non-performance of the Contract. For the avoidance of doubt, the vessel and its appurtenances shall be considered the Client's property and at the Client's risk at all times.

8.3 Notwithstanding anything to the contrary contained elsewhere herein, each of NT Machinery and the Client shall, for and on behalf of themselves and their respective Subcontractors or Contractors (as applicable), indemnify and hold harmless the other party and its Subcontractors or Contractors from any claims for: (i) any consequential, incidental, indirect or exemplary damages of any kind or character; and/or (ii) loss of use, loss of profit, loss of revenue, loss of product, loss of or delayed production, or loss of business opportunity arising out of, relating to or in connection with the Contract or the use, maintenance and operation of the Work, and no such claim shall be made by either party or its Subcontractors or Contractors.

8.4 Notwithstanding anything to the contrary contained elsewhere herein, the cumulative overall liability of NT Machinery arising out of or in relation to the Contract shall not, in any event, exceed one hundred percent (100%) of the Contract Price, and the Client shall indemnify and hold harmless NT Machinery for any claims in excess of such amount.

8.5 If NT Machinery is required to perform any part of the Work on the premises of a Contractor, and such Contractor requires that NT Machinery declares itself liable towards and/or indemnifies such Contractor for any costs, losses or damages, the Client hereby indemnifies NT Machinery for any liability or exposure in excess of the indemnities or limitations of liability as included in the Contract.

9. Insurances

Each party shall maintain in full force and effect adequate insurances covering its liabilities under the Contract, including, as a minimum, comprehensive general liability insurance and, where applicable, transport insurance for the Equipment prior to Delivery. Upon request, each party shall provide the other party with evidence of such insurances.

10. Changes and variations

In the event a party requests a change to the scope of the Work, and such proposed change would have an impact on the Contract Price and/or the Delivery schedule of the Contract, the Contract shall be adjusted by way of a variation order to reflect such changes. No variation shall be implemented without written agreement between both parties.

11. Confidentiality and intellectual property

11.1 All information furnished by a party in connection with the Contract that should reasonably be assumed to be confidential (including documents, photos, videos, studies, drawings, concepts, models, specifications, know-how, data and calculations) shall remain the sole property of the disclosing party. The receiving party shall: (i) not use such information, in whole or in part, for any purpose other than the performance of the Contract; (ii) keep it strictly confidential; and (iii) not disclose it to any third party, except for its Subcontractors or Contractors (as applicable) or suppliers with a reasonable need to know, and only for the execution of the Contract.

11.2 The receiving party's obligations shall not extend to information which: (i) is in or enters the public domain without breach hereof; (ii) was lawfully in the possession of the receiving party prior to disclosure; (iii) was independently developed without the use of the confidential information; (iv) was obtained from a third party lawfully entitled to disclose it; or (v) is required to be disclosed under an order, judgement or ruling of a court of competent jurisdiction, provided that, unless prohibited by law, written notice of such required disclosure is given to the disclosing party prior to disclosure.

11.3 NT Machinery shall at all times remain the owner of any and all intellectual property rights relating to the Work, and all rights, title and interest in intellectual property rights developed by NT Machinery (whether or not in connection with the Work) shall exclusively vest in NT Machinery. NT Machinery hereby grants the Client a non-exclusive, royalty-free, perpetual licence to use such intellectual property rights to the extent necessary for the proper operation and maintenance of the Equipment.

12. Compliance

12.1 In carrying out their activities under the Contract, the parties shall comply with all applicable obligations and restrictions arising out of any relevant anti-bribery and anti-corruption legislation, and with all applicable sanctions and export control legislation of the United Nations, the European Union, and any other relevant country.

12.2 The Client guarantees, warrants and represents that the Equipment will be used solely for civil purposes and will not be used for, or in connection with, any illicit purposes, and that it will not directly or indirectly sell, deliver or otherwise make the Equipment available to any person, entity or organisation that is subject to sanctions or restrictions, nor conduct any business in relation to the Equipment in any country for which specific sanctions or restrictions are in place. Upon request, the Client shall provide a statement on the end-use or end-user of the Equipment.

12.3 The parties shall act in conformity with the General Data Protection Regulation (EU) 2016/679. How NT Machinery processes personal data is described in its Privacy Policy, available on this website.

13. Miscellaneous

13.1 The Client shall not assign or transfer the Contract, in whole or in part, without the prior written consent of NT Machinery.

13.2 If any provision of these Terms is or becomes invalid or unenforceable under any applicable law, such provision shall, insofar as it is severable from the remaining provisions, be deemed deleted and the remaining provisions shall remain in full force and effect. In such event, the parties shall agree on a replacement provision that reflects the original intent as closely as possible.

13.3 Except as specifically provided elsewhere in these Terms, the Contract shall not be construed to confer any benefit on any party not a party to the Contract, nor shall it provide any rights to such party to enforce its provisions.

14. Law and dispute resolution

14.1 The Contract (including all non-contractual liabilities or obligations arising therefrom) shall be governed by and construed in accordance with the laws of the Netherlands, excluding any conflict-of-law principles that would direct the application of the substantive law of another jurisdiction. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (1980) is excluded.

14.2 Any dispute arising out of or in connection with the Contract, including all non-contractual liabilities or obligations arising therefrom or any question regarding its existence, validity or termination, which cannot be amicably resolved, shall solely be referred to the competent court in Rotterdam, the Netherlands. No action for breach of the Contract may be brought against NT Machinery more than twelve (12) months after the cause of action has arisen.

15. Contact

For questions about these Terms, please contact us at info@ntmachinery.nl.