General conditions

Article 1 General

1. In these General Terms and Conditions of Sale the buyer shall be understood to mean the buyer or prospective buyer and The Sail Supplier/G.G.N. BV to mean the seller or prospective seller.
2. These General Terms and Conditions of Sale shall always prevail over any terms and conditions of the buyer.
3. The present conditions shall apply to all our offers and deliveries and shall apply mutatis mutandis to agreements other than contracts of sale.
4. Deviations from or additions to these Terms and Conditions shall only be effective if expressly confirmed by the management of The Sail Supplier/G.G.N. BV. have been expressly confirmed.

Article 2 Offers and formation of the Agreement

1. All estimates, quotations and offers of The Sail Supplier/G.G.N. BV. are without obligation, unless the contrary is explicitly stated. Data included in catalogs, illustrations, drawings, statements and the like are not binding on The Sail Supplier/G.G.N. BV.
2. The Agreement is concluded when The Sail Supplier/G.G.N. BV. confirms the order for delivery in writing within five working days of receiving it, or has commenced execution of the order.

Article 3 Purchase price

1. For The Sail Supplier/G.G.N. BV. the purchase price shall be based on the European Euro, if invoicing nevertheless takes place in a currency other than the European Euro and there has been a change in the exchange rate between the time the agreement was concluded and the delivery, The Sail Supplier/G.G.N. BV. shall be entitled to revise the original purchase price in foreign currency.
2. Without prejudice to the provisions of paragraph 1, every sale shall be made under the express condition that the price(s) shall be based on the cost factors applicable at the time of conclusion of the sale. If changes occur in the aforementioned cost factors between the time the agreement is concluded and delivery, The Sail Supplier/G.G.N. BV. shall be entitled to revise the original purchase price.
3. If the original purchase price is increased pursuant to the first and/or second paragraph by more than five percent of the original purchase price, the buyer shall be entitled to rescind the agreement. In that case, the cancellation must be made in writing within five days of The Sail Supplier/G.G.N. BV. notifying the buyer of the price increase.

Article 4 Delivery and risk

1. In all cases the goods shall travel from the premises of The Sail Supplier/G.G.N. BV. at the buyer's risk.
2. The goods shall travel from The Sail Supplier/G.G.N. BV. at the buyer's expense, unless expressly agreed otherwise. Mole risk shall always be borne by the buyer.
3. If it has been agreed that the goods will be delivered on direct delivery, the risk of improper, untimely and non-arrival, as well as the risk of and during the delivery, shall be borne entirely by the buyer. If the unloader or the person from whom and/or the person through whose mediation the purchased goods are procured remains in default with the fulfilment of his obligations wholly or partly, after proper summons, irrespective from
whatever reason or cause, The Sail Supplier/G.G.N. BV. shall be entitled to dissolve the agreement with the buyer.
4. In the event of carriage-paid delivery, The Sail Supplier/G.G.N. BV. is obliged to transport the goods to the place where the vehicle can be driven over a properly passable (prepared) terrain or where the vessel can pass a properly passable body of water. The buyer is obliged to take receipt of the goods there and to unload them immediately. If the buyer fails to do so, he will be liable for the costs incurred.
5. In the event of both carriage-paid and non-paid delivery, The Sail Supplier/G.G.N. BV. shall have a choice of means of transport, unless otherwise agreed.
6. Unless otherwise agreed, the usual packaging shall be free. Packaging shall only be taken back at the price charged if this has been expressly agreed and the packaging is returned in good order to The Sail Supplier/G.G.N. BV.

Article 5 Delivery times

1. Stated delivery times shall never be regarded as deadlines, unless expressly agreed otherwise. In the event of late delivery, The Sail Supplier/G.G.N. BV. should therefore be given written notice of default.
2. If, in the case of delivery on call, no deadlines have been set, The Sail Supplier/G.G.N. BV. shall be entitled to payment three months after ordering. If within three months payment has not been called or has not yet been made in full, The Sail Supplier/G.G.N. BV. shall be entitled to give the buyer a written
demand in writing that the buyer state a term within which the total quantity shall have been called, which demand the buyer is obliged to comply with within five working days. The term to be mentioned by the buyer after summons shall not exceed a period of three months.
3. If the goods to be delivered are not collected and/or taken delivery of by the buyer, they shall be stored at the expense and risk of the buyer at a location to be determined by The Sail Supplier/G.G.N. BV. after which delivery shall be deemed to have taken place.

Article 6 Quality

1. Unless expressly stipulated otherwise at the time of the sale, normal quality shall be delivered and as regards type, dimensions, number, etc. per trade unit, normal trade custom shall be deemed to have been agreed.

Article 7 Warranty

1. With due observance of the provisions of the following paragraphs of this article and article 8, The Sail Supplier/G.G.N. BV. guarantees the soundness of the goods it supplies for a period of six months from the invoice date.
2. The warranty does not apply to the delivery of used goods.
3. The guarantee shall lapse if, during the period mentioned in paragraph 1 above, the buyer makes repairs or alterations to the delivered goods or has them made without the prior consent of The Sail Supplier/G.G.N. BV.
4. The guarantee does not apply if the reported defects have been caused by;
a. inexpert storage;
b. inexpert handling;
c. inexpert application;
d. the omission of proper maintenance;
e. the use of the delivered goods for purposes other than the normal use of these goods.
5. For items which have not been manufactured by The Sail Supplier/G.G.N. BV. itself, The Sail Supplier/G.G.N. BV. shall provide the same warranty as its supplier provides for these items, but with a maximum of the term mentioned in paragraph 1.

Article 8 Acceptance and complaints

1. The inspection of the item delivered rests with the purchaser. If no complaint about the number of pieces delivered is made immediately upon receipt, the quantities stated on the waybills, delivery notes or similar documents shall be deemed correct. Complaints about any defects or damage must be noted by the buyer on the receipt in order to be valid.
2. Complaints regarding externally visible defects or externally visible deviations from the delivered goods must be submitted in writing by the buyer to The Sail Supplier/G.G.N. BV. in writing, failing which the buyer shall be deemed to have accepted the goods supplied.
3. Complaints regarding non-apparent defects or non-apparent deviations from the delivered goods must be submitted in writing by the buyer to The Sail Supplier/G.G.N. BV. in writing; failing this, the buyer is deemed to have accepted
the delivered goods.
4. Complaints shall not entitle the buyer to suspend or renounce payment in full.
5. If the complaint is well-founded, The Sail Supplier/G.G.N. BV. shall, at its discretion, either pay fair compensation up to a maximum of the invoice value of the part of the delivered goods being complained about, or replace the goods after returning the originally delivered goods carriage-paid, unless another method of returning the goods has been expressly agreed. The Sail Supplier/G.G.N. BV. is not obliged to pay any further compensation. Indirect damage shall never be compensated.

Article 9 Non-attributable failure

1. The Sail Supplier/G.G.N. BV. accepts no liability if it is unable to fulfil its obligations due to a non-attributable shortcoming.
2. In these Terms and Conditions, non-attributable failing shall be understood to mean any circumstance as a result of which the seller can no longer reasonably be required by the buyer to perform the agreement, in any case including war, threat of war, civil war, riots, flooding, strikes, lockouts, staff shortages, transport difficulties, fire, government measures, import and export bans and operational breakdowns.
3. In the event of non-attributable failure, The Sail Supplier/G.G.N. BV. shall, at its option, be entitled either to extend the delivery time by the duration of the hindrance or to rescind the purchase agreement insofar as it is affected by the hindrance. If the buyer has given The Sail Supplier/G.G.N. BV. written notice to this effect, The Sail Supplier/G.G.N. BV. is obliged to decide on its choice within five working days.

Article 10 Reservation of title

1. The Sail Supplier/G.G.N. BV. reserves the right of ownership of the goods delivered to the buyer until all its claims against the buyer in respect of the consideration for goods delivered or to be delivered to the buyer by The Sail Supplier/G.G.N. BV. under any agreement, in respect of the consideration for work carried out or to be carried out by The Sail Supplier/G.G.N. BV. under such an agreement also for the benefit of the buyer, and in respect of damages due to non-fulfilment of the aforementioned agreements; have been paid.
2. As long as the ownership of the goods has not been transferred to the buyer, he may not process, pledge, transfer ownership of or grant third parties any other right to the goods, except for the provisions in the following paragraph.
3. The buyer is permitted to sell and deliver the goods delivered under retention of title to third parties in the course of his normal business. Outside this case, the buyer is obliged to keep the goods delivered under retention of title with due care and as the recognizable property of The Sail Supplier/G.G.N. BV. If the above provisions are violated, the purchase price shall, irrespective of any stipulation to the contrary, become immediately due and payable in full.
4. The Sail Supplier/G.G.N. BV. is irrevocably authorized to repossess (or have repossessed) the goods delivered under retention of title without any judicial intervention, summons or notice of default. The buyer shall lend its co-operation to this end on penalty of a fine of € 1,000.00 (one thousand euros) for each day it remains in default. The repossession of The Sail Supplier/G.G.N. BV.
not terminated unless The Sail Supplier/G.G.N. BV. has notified the buyer accordingly.

Article 11 Payment

1. Unless otherwise agreed or otherwise stated on invoices of The Sail Supplier/G.G.N. BV. stated otherwise, payment shall be made within 30 days of the invoice date.
2. With effect from the first day after the expiry of the term referred to in paragraph 1, the buyer shall owe default interest ipso jure, i.e. without a reminder or notice of default being required, for every month - counting part of a month as a whole - that payment has not been made.
a late payment interest of one percent, without prejudice to the exigibility.
3. If The Sail Supplier/G.G.N. BV. has assigned its claim to third parties for collection in the event of late payment, the buyer shall be liable for the extrajudicial/judicial collection costs. These extrajudicial costs shall amount to fifteen percent of the amount due, but in all cases to a minimum of € 150 (one hundred and fifty euros).
4. If the buyer is in default of payment vis-à-vis The Sail Supplier/G.G.N. BV. the latter shall be entitled to suspend the further execution of all current agreements between the parties until such payment has been made, while - otherwise agreed - cash payment may be demanded for the further delivery.
5. Should The Sail Supplier/G.G.N. BV. before or during the execution of a purchase agreement receives clear indications of insufficient or reduced creditworthiness on the part of the buyer, then The Sail Supplier/G.G.N. BV. shall be entitled not to deliver or not to continue delivering unless, at the request and to its satisfaction, security has been provided by the buyer for the proper payment of the purchase price, irrespective of whether this is to be effected in cash or whether any term has been set for payment after delivery. In the latter case, The Sail Supplier/G.G.N. BV. may also demand that security be provided in the time between delivery and payment, on penalty of the purchase price of the materials already delivered becoming immediately due and of any further delivery being halted.
6. The buyer is obliged towards The Sail Supplier/G.G.N. BV. as referred to in paragraph 5 for all amounts owed to The Sail Supplier/G.G.N. BV. owed to The Sail Supplier/G.G.N. BV,
or shall become due even if The Sail Supplier/G.G.N. BV. has not proceeded to suspend or discontinue its delivery and respectively its other performances. The costs of legal assistance, service costs and the like on the part of The Sail Supplier/G.G.N. BV. cases, shall always be borne by the buyer.
7. If the buyer is in default of payment and The Sail Supplier/G.G.N. BV. therefore recovers the delivered goods, making use of the retention of title as referred to in article 10, the costs thereof shall be borne by the buyer.
8. Payments made by the buyer will first be applied to reduce all costs, then to reduce all interest due and finally to reduce the longest outstanding payable invoices, even if the buyer states that the payment relates to a later invoice, and all current interest.

Article 12 Breach of contract by the buyer

1. If the buyer fails to meet its obligations within three working days of being given notice of default by The Sail Supplier/G.G.N. BV.
is entitled to rescind the purchase agreement forthwith without judicial intervention, while retaining any right to compensation.

Article 13 Applicable law

1. The purchase agreement and its execution are exclusively governed by Dutch law and the application of the 1980 Vienna Sales Convention is expressly excluded.

Article 14 Disputes

1. All disputes of any nature whatsoever - including those which are only considered as such by one of the parties - which may arise between the buyer and The Sail Supplier/G.G.N. BV. as a result of this agreement or the agreements resulting from it, shall be settled by the competent sub-district court or the competent district court under whose jurisdiction The Sail Supplier/G.G.N. BV. is located.

The Sail Supplier/G.G.N. BV.
Kleine Esch 780
2841 MK Moordrecht
December 2021