General Terms and Conditions for Booking Passenger Vessels Havenbedrijf Amsterdam N.V. and City of Zaanstad

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1 General Terms and Conditions for Booking Passenger Vessels Havenbedrijf Amsterdam N.V. and City of Zaanstad These Havenbedrijf Amsterdam N.V. General Terms and Conditions for Booking Passenger Vessels were approved by the Havenbedrijf Amsterdam N.V. Board of Directors on 11 July 2017 and by the City of Zaanstad also on 11 July 2017 and were filed with the Amsterdam Chamber of Commerce

2 CONTENTS I II GENERAL INFORMATION... 3 Article 1 Definitions... 3 PERFORMANCE... 3 Article 2 Applicability... 3 Article 3 Purpose, negotiation of the Agreement, and joint and several liability... 4 Article 4 Provision of the Services... 4 III BOOKING BERTHS... 5 Article 5 Booking method and extensions... 5 Article 6 Tariffs... 5 Article 7 Exemptions from fees... 5 Article 8 Cancelling and changing bookings... 6 Article 9 Billing and payment... 6 IV OTHER GENERAL PROVISIONS... 6 Article 10 Liabilities... 6 Article 11 Force majeure... 6 Article 12 Indemnification... 7 Article 13 Suspension and rescission... 7 Article 14 Removing vessels... 7 Article 15 Governing law and disputes... 7 Article 16 Invalidity of one or more provisions... 7 Article 17 Privacy... 7 Appendix 1: Map showing locations of berths used by passenger vessels Appendix 2: Appendix 3: Tariff Table Joint Port Area 2

3 I GENERAL INFORMATION Article 1 Definitions Berth: a public quay, buoy or pile, intended for docking vessels; Customer: natural person or legal entity who or which operates a vessel and uses the Joint Port Area, or procures any other services from the Parties, including the captain, shipping company, vessel owner, person who has been granted use of the vessels, agent, and the person who performed preparatory work on behalf of the Parties as a representative of the above individuals in preparation of the above-mentioned use or procurement of services; Harbour Master s Division: the department among the Parties which is responsible for the public facilitation of safe, secure, efficient and environmentally friendly shipping practices in Amsterdam and the North Sea Canal Area; Joint Port Area: the Amsterdam port area and harbour waters, including the IJ waterway, and all municipal water bodies operated or maintained by the City of Zaanstad. This includes the side ports and waterways in the Zaan and Voorzaan rivers and all quays along the Zaan River and Nauernasche Vaart canal. The Joint Port Area is indicated in Appendix 3 to this Agreement. Length: length across the full surface, as stated in the Tonnage Certificate; Maritime Services: services to ensure efficient and safe shipping, including through ship bunkering, waste collection and ship towage; Parties: Havenbedrijf Amsterdam N.V. and the City of Zaanstad; Party Ship: passenger ship intended exclusively for, or used exclusively for, the purpose of transporting, on a commercial basis, passengers who embark on a journey as part of attending an event, excluding overnight stays; Passenger Ship: ship used to transport passengers on a commercial basis and which docks in the Joint Port Area, including river cruise ships and party ships; River Cruise Ship: ship intended exclusively for, or used exclusively for, the commercial transport through inland waterways of passengers who, for tourism-related reasons (related mainly to the cruise itself) take part in said cruise; Service: the reservation of a Berth, including all activities related thereto; Tonnage Certificate: the document specified in the Certificates of Tonnage Act. II PERFORMANCE Article 2 Applicability 2.1 These General Terms and Conditions govern all agreements under which the Customer exercises his/her/its right to book a Berth from Havenbedrijf Amsterdam N.V. and the City of Zaanstad in one of the following locations: situated in the city of Amsterdam: a. Azartplein b. Coenhaven Westerhoofd 3

4 c. De Ruijterkade Oost quays 1-6 d. De Ruijterkade West e. Javakade Berth 1 f. Quay 14 g. Veemkade (PTA quay) h. Voorhaven NH canal (tollbooth) i. Westerdoksdijk j. Zouthaven situated in the city of Zaanstad: a. Prins Hendrikkade 1 & 2 b. Bodecentrumkade, exterior c. Burchtkade d. Julianasteiger e. Steiger Zaanse Schans, Northside H2 f. Noordeinde Wormerveer 2.2 Unless expressly otherwise agreed by the Parties in writing, the Customer waives the applicability of any other general terms and conditions, and the Parties expressly dismiss the applicability of the Customer s general terms and conditions. 2.3 The Parties will only be bound by any amendments to and/or departures from the provisions of these General Terms and Conditions if and to the extent that they have explicitly accepted such amendments or departures in writing. Article 3 Purpose, negotiation of the Agreement, and several liability 3.1 The purpose of the Agreement is to book Berths intended for Passenger Ships, which will then, during the booking period, be entitled to occupy a Berth with the agreed vessel in the location for which the booking was made, during the agreed period and at the agreed tariff. 3.2 An agreement will be deemed to have been negotiated between the Parties when (I) the Parties have received a written request to this end from the Customer. This will only be the case if the Customer has submitted a full statement through the booking system for river cruises operated by Port of Amsterdam. (II) from the time the Customer actually begins using the Services provided by the Parties. 3.3 The individuals designated as Customers in Article 1 of these General Terms and Conditions will be deemed to be joint and several debtors with regard to fulfilment of all the Customer s obligations toward the Parties. Article 4 Provision of the Services 4.1 It is not possible to dock Passenger Ships in one of the Berths located in the Joint Port Area without booking these first. 4.2 The Parties will be authorised to remove from the Berths any vessels without bookings. 4.3 Services as defined in these General Terms and Conditions do not include the Parties performance of public duties for which there is a basis under public law. 4.4 The Parties shall be authorised to provide the Services specified in these General Terms and Conditions as they see fit. 4.5 The Parties will endeavour to provide the Services with care and in accordance with the Customer s requirements. 4

5 4.6 In providing the Services, the Parties will be authorised to use items and resources other than those agreed (including the booked location [see Appendix 1 for a list of available locations] and time) and to engage the services of third parties, including the City of Zaanstad, if the circumstances so require. However, this must not adversely affect the quality of the services as a whole in any disproportionate manner. The Parties will use this authorisation prudently and sparingly. 4.7 The Customer hereby accepts that circumstances as referred to in paragraph 4.5, along with any unforeseen circumstances and a shortage of Berths may affect the agreed or expected time at which the services are provided. 4.8 The Customer will always provide the Parties in a timely manner with all the data required for the proper provision of the Services and will fully cooperate in this process. 4.9 If the Customer fails to provide the data required to the Parties, or fails to do so in a timely manner, no booking will be possible. III BOOKING BERTHS Article 5 Booking method and extensions 5.1 Customers can book Berths for a consecutive period of 7x24 hours maximum. Berths can be booked until the end of the calendar year. 5.2 Port of Amsterdam will send a confirmation and invoice for bookings made in both Zaanstad and Amsterdam. 5.3 Bookings are made using the booking system operated by Port of Amsterdam. The latter and the City of Zaanstad will determine by agreement, based on the booking, which location most closely meets the booking requirements. 5.4 Upon submitting a booking request for a Berth in the booking system, the Customer will immediately receive a message relating to the request for a Berth in the Joint Port Area. No later than 90 days prior to the booking date, the Customer will receive confirmation as to whether the vessel can be accommodated in the port of the preferred location. No later than 30 days prior to the booking date, the Customer will then receive confirmation of the exact location of the booking. Every effort will be made in this case to honour the Customer s request for the location specified. 5 5 The booking will be deemed to have been made once the request has been approved in writing by either Party or both Parties. 5.6 Extensions of the use of the Berth booked are possible provided this does not conflict with subsequent bookings. Such extensions cannot be requested in advance, but solely within the period when the Customer is using the booked Berth. Extensions requested in advance will be regarded as new bookings. 5.7 The Parties reserve the right to cancel bookings at any time, also following the approval referred to in Article 5.5, provided they state the reasons for the cancellation and only in exceptional cases. 5.8 Calls on berths located in the Joint Port Area will be deemed to constitute single journeys within a single port area and will therefore be billed to the Customer as a single journey. Article 6 Tariffs 6.1. The tariffs charged for booking Berths consist of a base tariff, administrative charges, a transfer tariff (tariff for taking on and discharging passengers) and a peak-season premium. Tariffs apply per calendar day (24 hours). 6.2 The booking fees payable by the Customer are calculated based on the tariffs for booking fees shown in the Tariffs List included in Appendix 2, attached to these General Terms and Conditions. 5

6 6.3 If a booking is requested for use of any Berths other than those listed in Article 2.1 and honouring this request would not be contrary to the Port s general interest, this tariff will likewise apply. 6.4 The tariffs included in the Tariffs List may be modified by either Party. 6.5 The tariffs listed in paragraph 2 are exclusive of Dutch VAT. Article 7 Exemptions from fees 7.1 Vessels used for training and medical purposes and domestic and international naval vessels are exempt from berth booking and usage fees, provided the vessel in question is not also used for commercial transport services or other commercial operations. 7.2 If a booking is made and use of a Berth is requested in order to facilitate a free cruise with a charitable or other non-profit objective, the Parties may grant an exemption from the booking fee either officially or upon request. Article 8 Cancelling and changing bookings 8.1 Applicants who wish to cancel the booked Berth are subject to the following terms: the Customer must report the cancellation to Port of Amsterdam in the booking system intended for this purpose. Only in cases of circumstances beyond the Customer s control (i.e. force majeure) will the Customer be able to cancel their booking by telephone using the Havenbedrijf Amsterdam N.V. number (Port Office). Cancellations are not subject to a fee, provided they are made before the booking was made subject to change; If a booking is cancelled more than 7 days prior to the booked date, 50% of the booking fee paid will be charged. If a booking is cancelled less than 7 days prior to the booked date, 100% of the booking fee paid will be charged. 8.2 Any bookings changed for vessels operated by the same shipping company (where the same time and date apply) will not be considered cancellations and will not be processed as new bookings, unless the time and date differ from those specified in the booking or if the invoice is to be sent to a different billing address than the original vessel. Article 9 Billing and payment 9.1 If the Customer books a Berth in advance, the final allocation of the Berth will be deemed to constitute the submission of details for the purpose of payment of Inland Harbour Dues, whereby the charge and collection of the Dues is based on the Havenbedrijf Amsterdam N.V. and City of Zaanstad General Terms and Conditions for the Payment of Inland Harbour Dues (Algemene Voorwaarden Binnenhavengeld Beroepsvaart Havenbedrijf Amsterdam N.V. en gemeente Zaanstad). Vessel operators will be charged a 7-day payment note. 9.2 Invoices will be sent in arrears based on final allocation. 9.3 Invoices will be sent to the billing address specified by the Customer. 9.4 Payment must be made prior to the due date stated on the invoice 6

7 IV OTHER GENERAL PROVISIONS Article 10 Liability 10.1 Any liability of the Parties which might arise in connection with any activity carried out by the Parties or by any individual for which they are liable under the law will not exceed the amount awarded to the Parties by the latter s insurance companies Any liability of the Parties for activities within the meaning of Article 5 is excluded If the Parties insurers, for whatever reason, fail to pay compensation to the Parties or if the loss is not covered by the Parties insurance, the Parties liability will, in any event, not exceed the amount of 500 (five-hundred euros) per claim or event. A series of related claims or events will be deemed to be a single claim/event The provisions of this article will not apply if and to the extent that the loss is the result of gross negligence or wilful misconduct by either Party Port of Amsterdam and the City of Zaanstad accept no liability whatsoever for any lost profits or decreased revenues and other indirect and consequential losses. Article 11 Force majeure 11.1 If the Parties fail to fulfil any obligation toward the Customer, such failure cannot be attributed to the Parties and the latter will therefore not be in default, if the fulfilment of such obligation(s) is obstructed or rendered impossible by (a) circumstance(s) beyond the Parties control (i.e. force majeure). Such circumstances include, in any event, without being limited to: war, acts of terrorism, occupation, government measures of any kind, natural disasters, fire, explosion, exceptionally poor weather conditions, water levels, blockades, industrial action, shortage of Berth facilities, and technical failure of the Port s sea locks In the event of force majeure, the Parties will be authorised to suspend the fulfilment of their obligations until the obstruction has ended. If the force majeure lasts longer than one month, both the Parties and the Customer will be entitled to rescind the Agreement in whole or in part without being required to pay any compensation. Article 12 Indemnification The Customer will indemnify the Parties against any claims brought on any basis whatsoever by third parties claiming to have suffered as a result of the use of the Joint Port Area or by the services provided to the Customer by the Parties. Article 13 Suspension and rescission 13.1 If the Customer fails to fulfil any of its obligations toward the Parties, as well as in the event of bankruptcy, a moratorium, or a suspension of the Customer s business, the Parties will be authorised, without intervention from the courts being required and without any compensation being due to the Customer in relation thereto, to suspend all or a portion of the services for a definite or indefinite period of time or to rescind the Agreement in whole or in part for the portion which has not yet been fulfilled (to be determined at their discretion) by sending a written notification to the Customer, notwithstanding any other rights to which they may be entitled In the event of a rescission of the Agreement on the grounds specified in paragraph 1 of this article, any outstanding claims of the Parties will be immediately due and payable in full. Article 14 Removal of vessels If the Customer fails to satisfy their obligations, or fails to do so in a timely manner, the Parties will be authorised to remove the vessel from the Berth (or arrange for a third party to do so on 7

8 its behalf), at the Customer s risk and expense. This will not affect the Customer s obligation to pay the fee specified in Article 6. Article 15 Governing law and disputes 15.1 Any and all rights, obligations and disputes arising from these General Terms and Conditions will be exclusively subject to Dutch law Any and all disputes arising from, or in connection with, these General Terms and Conditions or any agreements between the Parties resulting therefrom will be settled exclusively by the competent court in the district of Amsterdam. Article 16 Invalidity of one or more provisions 16.1 The invalidity of any provision of the Agreement or of these General Terms and Conditions will not affect the other provisions of the Agreement and of these General Terms and Conditions If and to the extent that any provision of the Agreement or these General Terms and Conditions are deemed to be unreasonably onerous, unacceptable or invalid, the Parties will agree on a provision which, all circumstances considered, is acceptable and most closely matches the intent of the provision deemed invalid in this case. Article 17 Privacy 17.1 The Customer agrees that the Parties will process his/her/its data, including any personal data, during the performance of the Agreement. 8