1
AGENCY AGREEMENT No.
This Agency Agreement has been made on23.11.2016.by and between
KROKI NAUTIKA travel agency d.o.o.
Jabukovac 16A, 10000 ZAGREB, CROATIA
VAT Nr. HR 53289932298
HR-AB-01-080605349
Represented by Eva Brukec (hereinafter referred to as Charterer) on the one part
And
LZ Yacht
Drobného 30602 00
BRNOCzech Republic
OIB:
Representedby
(hereinafter referred to as Agency - AGENCY ) on the other part
Further on referred to as Parties,
WHEREAS
Chartereris the vessel owner and/or has on its exclusive disposal a number of sailing and motor vessels (boats and yachts) being properly equipped and maintained for providing guests with overnight accommodation services (hereinafter referred to as Charter), and
WHEREAS
AGENCYis registered for, and is acting as a mediator in vessel chartering business and concludes contracts with Clients for and on behalf of and in the name of Charterer in compliance with Charterer’s General Conditionsthat are making an integral part of this Agreement (Annex 1 to the Agreement).
WHEREAS
Client is a third party in whose name Agency concludes contracts on behalf of Charterer for Charter on Charterer’s vessels.
WHEREAS
Territory is the country where an Agency has its registered seat.
Subject of this agency agreement is business representation of Charterer on the Territory and international market by the Agency. For a commission Agency will mediate Clients to contract Charter on Charterer’s vessels.
Now the parties agrees as follows:
Article 1
Charterer is empowering Agency to accept and collect money from the Client covering contracted price for Charter on Charterer’s vessel. Agency is obliged to transfer collected money to the Charterer after deducting the amount of agreed agency commission.
Article 2
Agency will obtain access toCharterer’s booking system where the availability for charter, free periods for charter are shown and where Agencycan put options without notifying Charterer further on. In addition, Agency may obtain availability or option by phone or E-mail request.
Parties agree that free periods mentioned above, except options already made by Agency, are remaining free and at Charterer disposal for contracting them, until Agency reserves them and consequently inform Charterer in writing about reservation.
Article 3
Parties agree that the total price for each and every particular charter contract shall be settled, paid separately covering period of charter being contracted by Agency.
Article 4
The prices, price discounts, extras and the prices for additional services valid for charter contracts to be contracted by the Agency, are the one stated in Charterer’sPrice Listvalid in the effective booking seasonand they are an integral part of this Agency Agreement.
Article 5
Parties agree that for Agency mediation, commission to be received by Agency shall be:
5.1 For charters contracted in all periods: 15.00 %
Base for calculation of commission receivable by Agencyshall be the net contracted Client’s charter price i.d.. the price as stated in Price List valid for contracted particular charter period, deducted for personal discounts granted to the Client and deducted for Croatian VAT valid and applicable on Charter.
Extras payable by Client to Charterer at embarkation, as well as cost for additional services, if applicable, are not making the part for basis for calculation of Agency commission.
Agency is holding the right to conclude contracts with Client with lower of higher prices than those stated in Price List valid for the effective booking season including due discounts or with lower price than individually prices by Charterer, with reservation that in case of lower prices contracted, the commission will be reduced by the value that Agency independently deducted from the contract with the Client.
Article 6
Agencyshall pay to Charterer the contracted price. The payment of the contracted price shall be executed in the following way:
- 50% as advance, to be paid within 8 (eight) daysfrom the date of Charterer’sbooking confirmation approval. Charterer shall issue invoice for advance payment;
- 50% as balance, at least 4 (four) weeks prior to the charter start date; if paid as advance, Charterer shall issue invoice for advance payment;
If the Client withdraws from the charter contract with the Charterer, Agency shall meet its obligation resulting from this agency agreement at the moment the claim for cancellation fee comes to existence. Agency’s obligation to meet financial liabilities towards the Charterer is not hereby affected.
Article 7
Agencyshall pay due amounts (contracted price minus commission) to the following account untilfurther written notice:
Beneficiaryname: / KROKI NAUTIKA turističkaagencija d.o.o.Address: / JABUKOVAC 16A, 10 000 ZAGREB, CROATIA, VAT NO. HR53289932298
Bank: / VolksbankSteiermarkMitte AG
NEW ADRESS: / Mitterstraße 36, 8055 GrazAUSTRIA
IBAN: / AT78 44 77 0000 0094 1204
SWIFT/BIC: / VBOEATWWGRA
Article 8
In case Agencydoes not execute the payment for the charter under the terms as stated above, Charterer shall inform Agency in writing to do so. In caseAgency does not execute the payment in 3 working days from the date of received information as mentioned above, Charterer shall hold the right to cancel the charter and shall give Agencyan immediate notice of cancellation.
If such a cancellation occurs, the following charges shall apply:
- cancellation up to 2 months prior to the beginning of accommodation service – charges 30% of the accommodation service price;
- cancellation up to 1 month prior to the beginning of accommodation service – charges 50% of the accommodation service price;
- cancellation within one month prior to the beginning of accommodation service – charges 100% of the accommodation service price.
Anyhow, change of the client should be not considered as the cancellation. Furthermore, both parties agree that if such a case occurs, they will try to find a solution acceptable for both parties, generally accepting terms stated in Charterer’sGeneral Conditions (Annex 1).
Article 9
Charterer shall issue and provide, on the client’s request, an invoice to the client with the contracted client’s price, considering possibly granted byAgencydiscounts according to stipulations asstatedinArticle5.Agency shall provide Charterer with the value of contracted charter price and all other information being necessary to enable Charterer for executing proper invoicing.
Article 10
Parties agree that the mediating service mentioned above is performed on the day of the commencement of the Charter and on this day the commission is due to the Agency. No part of the payments made by the client for services mentioned in this agency agreement constitutes the Agency remuneration until the date of the date when commission is due to the Agency, commencement of the charter.
Agency’s obligation to meet financial liabilities towards the Charterer is not hereby affected.
Agency will issue a commission invoice to Charterer. Commission invoice format is integral part of this Agreement (Annex 2).
Article 11
Charterer is obliged to inform Agency about the equipment list of its vessels before each season and always in case of any change. Charterer guarantees that all of its vessels are seaworthy and able to sail within registered territory, the proper condition of the vessel and equipment aboard the vessel and declares that vessels comply all local regulations and laws related to overnight accommodation services. Charterer declares that all of its vessels are fully insured against third party damage and for case of accident in amount of vessel value.
Charterer is holding the right, if becoming necessary, to change the contracted vessel with the vessel of similar or better quality and size.
Article 12
If an direct agreement will be made by and between Client and Charterer for Client Charter on Charterer’s vessel within 2 (two) years from the date of commencements of the last Charter mediated and contracted by the Agency for this Client and on Charterer’s vessel, than Charterer shall be liable to and pay to Agency a commission on scale as defined in Article 5 of this Agency agreement.
Article 13
Both parties agree to solve any dispute, controversy or claim arising out or relating to this Agency Agreement in the amicable way. In the case parties will not reach the agreement, the claimant may initiate its action against the defendant only before the competent court at the defendant party seat.
Article 14
This Agency agreement takes effect when executed by the parties and stays in effect until further written notice.
This Agency agreement may be terminated by any of the parties at a three months’ notice to be expressed in written form. Alternation and amendments to this agency agreement are considered valid only when presented in written form and signed by Parties.
Article 15
For the proper application of VAT, Parties hereby declare that their addresses stated in the header of this agency agreement are their registered seats.
Agency declares that it is VAT payer in the country where is its registered seat, Territory and that Agency will deliver its VAT ID code to the Charterer.
Charterer declares that it is an independently economically active entity, that has neither an office nor any other place of business whatever nature on the Territory and is not VAT registered on the Territory.
If the facts stated above in this article changes, Parties commit themselves to provide the changed facts in writing immediately or at least within 30 days from the date the change of the facts occurred.
Article 16
This Agency Agreement consists of 16 Articles, is prepared in English in two originals, both originals being of the same value. The undersigned person declares that has competence to sign this Agency Agreement.
Date and place: Zagreb, 23.11.2016.
For and on behalf ofCharterer: For and on behalf of Agency:
KROKI NAUTIKA LZ Yacht
Charterer Agency
MrsEva Brukec
Name of the responsible person Name of the responsible person
…………………………………. ……………………………………
Signature + stamp Signature + stamp
POWER OF ATTORNEY
KROKI NAUTIKA turističkaagencija d.o.o.
Jabukovac 16A, 10000 Zagreb, Croatia
VAT Nr. HR 53289932298
represented by Mrs. Eva Brukec (in further text “CHARTERER“)
authorize
LZ Yacht
represented by managing director
to do any and all of the following:
- To sign a charter contract under Charterer’s General Conditions (enter into contract with the client) in Charterer’s name and on Charterer’s account,
- To receive money from the Clients in Charterer’s name and on Charterer’s account.
Date:23.11.2016. Zagreb
Name of the responsible person:
Eva Brukec
KROKI NAUTIKA turističkaagencija d.o.o.
…………………………………
Signature + stamp
Annex no. 1
GENERAL VESSEL ACCOMODATION CONDITIONS
1. INTRODUCTORY PROVISIONS
Kroki Nautika d.o.o. (in further text: Kroki) based on General Conditions, as well as on Brokerage Contract for accommodation services, provides a user with a multi-day accommodation service aboard vessels adapted for transportation of persons on a cruise trip, and guarantees technical compliance and good condition of all its vessels.The person who has confirmed reservation for one or more vessels, or has paid the deposit (in further text: Service User) establishes a legal relationship with Kroki and confirms acceptance of these General Conditions. Everything stated in these General Conditions is legally binding both for Kroki and the Service User. All eventual disputes between the Service User and Kroki are to be settled based on these Conditions.
2. PRICE OF ACCOMMODATION SERVICE
The prices of accommodation service are stated in euro (EUR), in the current Kroki price list. Kroki price list is subject to change without prior notice. Stated prices include: accommodation on technically flawless and clean vessels with full fuel tanks, use of all vessel equipment, compulsory and comprehensive (Casco) vessel insurance, crew accident insurance, home marina berth, license for sailing in Croatia, vessel concession permit.
The price does not include port dues and other dues charged in other marinas, as well as fuel expenses and the cost of other necessities, car parking, and crew health insurance.
CHARTER FEE INCLUDES: dinghy, kitchen instruments, bed linen, mooring fees for first and last night.
CHARTER FEE DOESN’T INCLUDE:
- travelling cost
- car parking in the marina
- airport-marina transfer- food
- skipper if missing valid licence
- boat fuel consumption
- marina and bouy fees
- local Croatian taxes
- eventuel National Park entrance fees
3. TERMS OF PAYMENT
The users of accommodation service including overall vessel equipment can use the vessels only after they have made the payment according to the terms of payment. (50% of the price is to be paid at vessel reservation as advance for which Charterer will issue invoice for advance payment and the remainder at least 4 weeks prior to the beginning of the accommodation service.) Reservations made during the 4-week period prior to the beginning of accommodation service must be paid in full. By making the advance payment, Service User confirms that he is fully informed about all characteristics and terms under which the accommodation service on a certain vessel is provided. By making the advance payment, everything stated in these Conditions becomes legally binding both for the Service User and for Kroki.
4. CANCELLATION TERMS
If the Service User, for whatever reason, wants to cancel the accommodation services aboard a vessel, he must submit his request in written form (by e-mail, fax or by regular mail).The date the written cancellation notification was received by Kroki, represents the basis for the calculation of cancellation charges in the following way:
- cancellation up to 2 months prior to the beginning of accommodation service – charges 30% of the accommodation service price;
- cancellation up to 1 month prior to the beginning of accommodation service – charges 50% of the accommodation service price;
- cancellation within one month prior to the beginning of accommodation service – charges 100% of the accommodation service price.
Service User who has cancelled the accommodation service may, after previously consulting with Kroki, find another person who will assume his rights and obligations. If he doesn't find a replacement, the cancellation fee will be charged as stated above.
If the accommodation service is cancelled due to objective reasons (death of a close family member, an accident involving heavy injury, a sudden acute condition requiring immediate medical care, pregnancy complications, military exercise etc.), the paid amount will not be refunded. Instead, the Service User is allowed to use the paid amount for another time period of the current or the next year. It is Service User's obligation to provide an authentic document (proof).In case of force majeure (war, unrest, strikes, terrorist acts, sanitary problems, natural disasters, official authority interventions etc.), Kroki shall not be liable for any modifications and not carrying out the rented services in whole or in part. In any case, the purchase of trip cancellation insurance is recommended, which would cover accommodation service cancellation.
5. VESSEL HANDOVER (CHECK IN)
Kroki will hand over only completely equipped and technically flawless vessels with full fuel tanksand expects the vessels to be returned in the same condition.
The vessel handover takes place on Saturdays from 5 PM to 9 PM (from 17:00 to 21:00).
If the Service User fails to take over the vessel within 48 hours of the predetermined handover time, without any previous notice, Kroki is entitled to unilaterally terminate the contract for provision of accommodation services, and the Service User shall not be entitled to any subsequent indemnity claims.If, for whatever reason, Kroki is not able to put the booked vessel at disposal at the appointed place and time, it can provide another vessel, having at least the same characteristics. If Kroki is unable to provide alternative vessel within 24 hours, Service User has a right to cancel the use of the vessel and have the paid service reimbursed. In case the Service User should choose to wait for the replacement vessel beyond the deadline agreed for the vessel handover (24 hours), he shall be entitled to claim an amount in the equivalent of the accommodation service value for the number of days he has not had the vessel at his disposal. Kroki shall not be held liable for the amount exceeding the arranged accommodation service price, as well as for any other Service User's claim to indemnity. When taking over the vessel, the Service Useris obliged to examine and carefully check the general condition of the vessel and its equipment according to the inventory list and immediately identify the deficiencies; otherwise it will be considered that there is no objection to it. Possible hidden deficiencies of the vessel and/or its equipment, which could not have been known to Kroki at the time of the handover of the vessel, as well as the deficiencies possibly arising after the handover, shall not entitle the Service User to claim any reduction of the accommodation price.If the vessel equipment and inventory do not match the inventory list provided to the Service User, he shall not be entitled to claim any reduction of the accommodation price – provided that the safety of navigation is unaffected. Service User is not entitled to refuse check-in, suspend navigation and seek financial reimbursement in case of any defects, instrument deviations and similar equipment and inventory problems, provided that proper navigation is possible through classical methods, and the safety of vessel and crew guarantees a good sail. Every complaint based on comparison of the vessel and its inventory with other charter company's vessels or other countries' standards is unfounded.If Kroki finds that the Service User/vessel manager does not have navigation skills required for operating a vessel, Kroki reserves the right to prohibit the sail out of a vessel. In that case Kroki will appoint an official skipper to join the crew and charge this service according to current price list. If the client refuses the appointed skipper, Kroki has the right to forbid the sailing out of the vessel, to terminate the contract, and to keep the full amount paid for the accommodation service. The client has no right to reimbursement claims.The vessel is to be handed over to the Service User with all the valid documents (license, application form, concession...) as well as other files from the vessel's folder (list of harbor master's offices, gas stations, etc.). The Service User is bound to take particular care of all the entrusted documents and return them to Kroki during check-out procedure.If Kroki is fined by an authorized inspection or other authorities of the Republic of Croatia for not having complete necessary documentation aboard a vessel, Kroki holds the client responsible by recourse, and the fine is to be paid from the client's deposit.