Terms & Conditions

Definitions

1. Elite Marine Supplies: Elite Marine Supplies LLC, established in Dubai, Trade license no. 1120610

2. Customer: the party which Elite Marine Supplies has entered into an agreement with.

3. Parties: Elite Marine Supplies and Customer together.

4. Consumer: a customer who is an individual acting for private purposes.

Applicability

1. These terms and conditions will apply to all quotations, invoices, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Elite Marine Supplies.

2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.

3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotations

1. Offers and quotations from Elite Marine Supplies are without engagement, unless expressly stated otherwise.

2. An offer or quotation is valid for a maximum period of 7 days from its issue date, unless another acceptance period is stated in the offer or quotation.

3. If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.

4. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.

5. Special and/or emergency orders will be assessed per request/project.

6. In the event of special events or circumstances, Elite Marine Supplies reserves the right to apply alternative terms and conditions with respect to quotes and invoices.

Acceptance

1. Upon acceptance of a quotation or offer without engagement, Elite Marine Supplies reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.

2. Verbal acceptance of the customer only commits Elite Marine Supplies after the customer has confirmed this in writing (or electronically).

Prices

1. All prices used by Elite Marine Supplies are in Dirhams, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.

2. Elite Marine Supplies is entitled to adjust all prices for its products or services, shown on its website or otherwise, at any time.

3. The parties agree on a total price for a service provided by Elite Marine Supplies. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.

4. Elite Marine Supplies can deviate up to 10% of the target price.

5. If the target price exceeds 10%, Elite Marine Supplies must let the customer know why a higher price is justified in due time.

6. If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.

7. Elite Marine Supplies has the right to adjust prices annually.

Payments and payment term

1. Elite Marine Supplies may, after the agreement, require a down payment of up to 50% of the agreed amount.

2. The customer must have paid the full amount within 14 days, after the invoice date.

3. Payment terms are considered fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Elite Marine Supplies having to send the customer a reminder or put him in default.

4. Elite Marine Supplies reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

5. A Service and delivery fee outside Dubai, within UAE will be charged at 139 aed.

6. Invoices will be addressed directly to the Customer, (Vessel or Superyacht).

7. Invoices may be paid by either Customer or Yacht Management of Customer.

Consequences of late payment

1. If the customer does not pay within the agreed term, Elite Marine Supplies is entitled to charge an interest of 2% per month for non-commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.

2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Elite Marine Supplies.

3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.

4. If the customer does not pay on time, Elite Marine Supplies may suspend its obligations until the customer has met his payment obligation.

5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Elite Marine Supplies on the customer are immediately due and payable.

6. If the customer refuses to cooperate with the performance of the agreement by Elite Marine Supplies, he is still obliged to pay the agreed price to Elite Marine Supplies.

Right of recovery of goods

1. As soon as the customer is in default, Elite Marine Supplies is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.

2. Elite Marine Supplies invokes the right of recovery by means of a written or electronic announcement.

3. As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to Elite Marine Supplies, unless the parties agree to make other arrangements about this.

4. The costs for the collection or return of the products are at the expense of the customer.

Right of retention

1. Elite Marine Supplies can appeal to his right of retention of title and in that case retain the products sold by Elite Marine Supplies to the customer until the customer has paid all outstanding invoices with regard to Elite Marine Supplies, unless the customer has provided sufficient security for these payments.

2. The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to Elite Marine Supplies.

3. Elite Marine Supplies is never liable for any damage that the customer may suffer as a result of using his right of retention of title.

Settlement

The customer waives his right to settle any debt to Elite Marine Supplies with any claim on Elite Marine Supplies.

Retention of title

1. Elite Marine Supplies remains the owner of all delivered products until the customer has fully complied with all its payment obligations about Elite Marine Supplies under whatever agreement with Elite Marine Supplies including claims regarding the shortcomings in the performance.

2. Until then, Elite Marine Supplies can invoke its retention of title and take back the goods.

3. Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.

4. If Elite Marine Supplies invokes its retention of title, the agreement will be dissolved and Elite Marine Supplies has the right to claim compensation, lost profits and interest.

Delivery

1. Delivery takes place at designated place, agreed upon by both parties, often but not exclusively in the Dubai Harbour, Mina Rashid or Yas Marina.

2. Any delivery period specified by Elite Marine Supplies is indicative and does not give the customer the right to dissolution or compensation if this period is not met with unless the parties have expressly agreed otherwise in writing.

3. The delivery period starts after the customer has given verbal or qwriteen consent by WHatsApp, Telegram, Email or mobile,and/or signed the agreement to Elite Marine Supplies and is confirmed in writing or electronically by Elite Marine Supplies to the customer.

4. Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless Elite Marine Supplies cannot deliver within 14 days after the customer has urged him to do so in writing or if the parties have agreed upon otherwise.

5. The customer must ensure that the actual delivery of the products ordered by him can take place in time.

Packaging and shipping

1. If the package of a delivered product is damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of this Elite Marine Supplies may not be held liable for any damage.

2. If the customer takes care of the transport of a product, he must report any visible damage to products or the packaging to Elite Marine Supplies, before the transport, failing this means that Elite Marine Supplies cannot be held liable for any damage.

Insurance

1. The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft: goods delivered that are necessary for the execution of the underlying agreement goods being property of Elite Marine Supplies that are present at the premises of the customer goods that have been delivered under retention of title.

2. At the first request of Elite Marine Supplies, the customer provides the policy for these insurances for inspection.

Storage

1. If the customer orders products later than the agreed delivery date, the risk of any quality loss is entirely for the customer.

2. Any extra costs as a result of premature or late purchase of products are entirely at the customer's expense.

Guarantee

1. When parties have entered into an agreement with services included, these services only contain best-effort obligations for Elite Marine Supplies, not obligations of results.

2. The warranty relating to products only applies to defects caused by faulty manufacture, construction or material.

3. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect cannot clearly be established.

4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or of a third party who receives the product for the benefit of the customer.

Performance of the agreement

1. Elite Marine Supplies executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. Elite Marine Supplies has the right to have the agreed services (partially) performed by third parties.

3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.

4. It is the responsibility of the customer that Elite Marine Supplies can start the implementation of the agreement on time.

5. If the customer has not ensured that Elite Marine Supplies can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Duty to inform by the customer

1. The customer shall make available to Elite Marine Supplies all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.

2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.

3. If and insofar as the customer requests this, Elite Marine Supplies will return the relevant documents.

4. If the customer does not timely and properly provides the information, data or documents reasonably required by Elite Marine Supplies and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Indemnity

The customer indemnifies Elite Marine Supplies against all third-party claims that are related to the products and/or services supplied by Elite Marine Supplies.

Complaints

1. The customer must examine a product or service provided by Elite Marine Supplies as soon as possible for possible shortcomings.

2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Elite Marine Supplies of this as soon as possible, but in any case within 2 days after the discovery of the shortcomings.

3. Consumers must inform Elite Marine Supplies of this within 2 days after detection of the shortcomings.

4. The customer gives a detailed description as possible of the shortcomings, so that Elite Marine Supplies is able to respond adequately.

5. The customer must demonstrate that the complaint relates to an agreement between the parties.

6. If a complaint relates to ongoing work, this can in any case not lead to Elite Marine Supplies being forced to perform other work than has been agreed.

Giving notice

1. The customer must provide any notice of default to Elite Marine Supplies in writing.

2. It is the responsibility of the customer that a notice of default actually reaches Elite Marine Supplies (in time).

Joint and several Client liabilities

If Elite Marine Supplies enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Elite Marine Supplies under that agreement.

Liability of Elite Marine Supplies

1. Elite Marine Supplies is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.

2. If Elite Marine Supplies is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.

3. Elite Marine Supplies is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.

4. If Elite Marine Supplies is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.

5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Every right of the customer to compensation from Elite Marine Supplies shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.

Dissolution

1. The customer has the right to dissolve the agreement if Elite Marine Supplies imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.

2. If the fulfillment of the obligations by Elite Marine Supplies is not permanent or temporarily impossible, dissolution can only take place after Elite Marine Supplies is in default.

3. Elite Marine Supplies has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Elite Marine Supplies good grounds to fear that the customer will not be able to fulfill his obligations properly.

Force majeure

1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Elite Marine Supplies in the fulfillment of any obligation to the customer cannot be attributed to Elite Marine Supplies in any situation independent of the will of Elite Marine Supplies, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Elite Marine Supplies .

2. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.

3. If a situation of force majeure arises as a result of which Elite Marine Supplies cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Elite Marine Supplies can comply with them.

4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.

5. Elite Marine Supplies does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

Changes in the general terms and conditions

1. Elite Marine Supplies is entitled to amend or supplement these general terms and conditions.

2. Changes of minor importance can be made at any time.

3. Major changes in content will be discussed by Elite Marine Supplies with the customer in advance as much as possible.

4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

1. The customer cannot transfer its rights deferring from an agreement with Elite Marine Supplies to third parties without the prior written consent of Elite Marine Supplies.

2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Consequences of nullity or annullability

1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.

2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Elite Marine Supplies had in mind when drafting the conditions on that issue.

Applicable law and competent court

1. Dutch law is exclusively applicable to all agreements between the parties.

2. The Dutch court in the district where Elite Marine Supplies is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Drawn up on 20 november 2022.