General Terms and Conditions of Business and Delivery

of EUROPE MARINE Großhandelsgesellschaft mbH & Co. KG, Hechtenkaute 1, 55257 Budenheim (near Mainz).

The following terms and conditions form an integral part of all our contractual relationships, deliveries and other services. In dealings with businesses or legal entities under public law or special funds under public law, they shall also apply to all future commissioned services. Any terms and conditions of our contractual or business partners that deviate from our General Terms and Conditions of Business and Delivery (GTC) are hereby expressly rejected; such terms shall not be recognized even if we do not expressly object to them again upon receipt.

A. Conclusion of Contract

1. Our offers and cost estimates are non-binding; in particular, information contained in brochures, advertisements, etc. is non-binding unless expressly agreed otherwise.
2. The buyer is bound by the order for a maximum of four weeks; for boats already available at the seller’s premises, for up to 10 days. The purchase contract is concluded when the seller confirms acceptance of the order for the specifically designated purchase item in writing within the respective period or carries out delivery. However, the seller is obliged to inform the buyer immediately if the order is not accepted.
3. Only the seller’s written confirmation shall be decisive for the seller’s obligations. This applies in particular to any warranted characteristics of the purchased item.
4. For distance selling transactions, we refer to the 14-day right of withdrawal.
5. Exclusion of the right of withdrawal: The right of withdrawal is excluded for orders of boats that are manufactured according to the customer’s individual specifications (§ 312g para. 2 no. 1 German Civil Code – BGB).

B. Prices

1. Prices confirmed in writing are generally binding. If more than four months elapse between conclusion of the contract and the scheduled delivery date and, during this period, statutory customs duties, statutory VAT, material and labor costs, or – in the case of imported goods – the official exchange rate change, the gross price shall change accordingly. This also applies in the case of an agreed fixed or lump-sum price, provided that such price adjustment has been expressly agreed.
2. Prices include statutory value-added tax (VAT).

C. Payment

1. The purchase price and prices for ancillary services are due for payment in cash or immediately, free of charges and without any deduction, to a bank account specified by the seller upon handover of the purchased item and issuance of the invoice.
2. Upon receipt of the order confirmation, the buyer shall pay a deposit of 20% of the confirmed gross total price. Handover of the boat shall take place after receipt of the remaining purchase price by the seller.
3. Other payment arrangements (in particular acceptance of checks or bills of exchange) shall only be binding if the seller has given prior written consent. Even then, checks or bills of exchange are accepted only on account of payment; all related charges shall be borne by the buyer.
4. If the seller claims compensation for delay in the form of default interest, the statutory default interest rates shall apply. If the seller claims damages for non-performance, such damages shall amount to 20% of the gross total price. In both cases, the amount of damages shall be higher or lower if the seller proves an unusually higher damage or the buyer proves a lower damage.
5. The buyer may only offset claims against payment claims of the seller if the counterclaim is undisputed or if a legally binding judgment exists against the seller. The buyer may only assert a right of retention insofar as it is based on claims arising from the purchase contract.

D. Delivery

1. Delivery dates and delivery periods, whether binding or non-binding, must be stated in writing. Delivery periods commence upon conclusion of the contract. If binding force has not been expressly agreed in writing, they shall be deemed non-binding in case of doubt.
2. Six weeks after exceeding a non-binding delivery date or non-binding delivery period, the buyer may request the seller to deliver. Upon receipt of such request, the seller shall be in default. If the buyer is entitled to compensation for delay, such compensation shall be limited, in the case of the seller’s negligence, to a maximum of 5% of the agreed purchase price. If the buyer wishes to withdraw from the contract and/or claim damages in lieu of performance, the buyer must set the seller a reasonable deadline for delivery after expiry of the six-week period pursuant to sentence 1. If the buyer is entitled to damages in lieu of performance, such claim shall be limited, in the case of slight negligence, to a maximum of 25% of the agreed purchase price. If the buyer is a legal entity under public law, a special fund under public law, or a business acting in the exercise of its commercial or independent professional activity at the time of conclusion of the contract, claims for damages in lieu of performance due to slight negligence are excluded. If delivery becomes impossible by chance while the seller is in default, the seller shall be liable subject to the above agreed limitations of liability. The seller shall not be liable if the damage would have occurred even with timely delivery.
3. If a binding delivery date or a binding delivery period is exceeded, the seller shall be in default upon expiry of the delivery date or delivery period. The buyer’s rights shall then be governed by clause 2, sentences 3 to 6 of this section.
4. Force majeure or operational disruptions occurring at the seller or its suppliers, which temporarily prevent the seller from delivering the purchased item at the agreed time or within the agreed period through no fault of its own, shall extend the dates and periods referred to in clauses 1 to 3 of this section by the duration of the disruption. If such disruptions result in a delay of performance of more than four months, the buyer may withdraw from the contract. Other rights of withdrawal shall remain unaffected.
5. Design or form changes, deviations in color shade, and changes in the scope of delivery by the manufacturer during the delivery period are reserved, provided that such changes or deviations are reasonable for the buyer taking into account the interests of the seller. If the seller or the manufacturer uses symbols or numbers to designate the order or the ordered purchase item, no rights may be derived solely therefrom.
6. Unless expressly agreed otherwise in writing, the usual place of performance shall be the seller’s place of business.

E. Acceptance

1. The buyer is obliged to accept the purchased item within 14 days of receipt of the notice of readiness for handover. In the event of non-acceptance, the seller may exercise its statutory rights. If the seller claims damages for non-performance, such damages shall amount to 20% of the gross total price. The amount of damages shall be higher or lower if the seller proves an unusually higher damage or the buyer proves a lower damage.
2. Any further or additional services of the seller requested by the buyer shall be subject to a separate contract, which shall not affect the seller’s obligations under this purchase contract. This applies in particular if the buyer wishes to have the boat transported to another location; such transport shall be arranged by the buyer at its own expense and risk.
3. Acceptance shall be deemed to have taken place if the buyer waives its right of inspection or issues a shipping order.

F. Retention of Title

1. All deliveries by the seller are made subject to retention of title until full payment by the buyer (goods subject to retention of title). This also applies to claims arising from the purchase contract which the seller subsequently acquires against the buyer in connection with the purchased item. The buyer may not dispose of the goods subject to retention of title.
2. If third parties – in particular bailiffs – access the goods subject to retention of title, the buyer is obliged to point out the seller’s ownership and to notify the seller immediately.
3. In the event of breach of contract by the buyer – in particular in the event of default in payment – the seller is entitled at any time to repossess the goods subject to retention of title at the buyer’s expense. Repossession or seizure of the goods subject to retention of title by the seller shall not constitute withdrawal from the contract.
4. For the duration of the retention of title, the right to possession of the boat documents and keys shall remain with the seller.

G. Material Defects

1. The seller warrants that the goods essentially perform the functions described in the documentation provided at the time of receipt. Minor deviations from the functions described in the documentation do not constitute a warranty claim. Other documents and statements are irrelevant to the condition of the goods.
2. The following provisions apply to the handling of defect remedies:
   a) The buyer may assert claims for defect remedy against the seller or against other service providers recognized by the manufacturer/importer for servicing the purchased item; in the latter case, the buyer shall inform the seller thereof. In the case of oral notifications of claims, the buyer shall be provided with written confirmation of receipt of the notification. Reimbursement of any transport costs is excluded in any event if the buyer is a legal entity under public law, a special fund under public law, or an entrepreneur. The seller may refuse subsequent improvement and/or replacement delivery if it can only be carried out at disproportionate cost.
   b) If the purchased item becomes inoperable due to a material defect, the buyer shall contact the nearest available service provider recognized by the manufacturer/importer for servicing the purchased item.
   c) Replaced parts shall become the property of the seller.
   d) For parts installed to remedy defects, the buyer may assert claims for material defects based on the purchase contract until expiry of the limitation period of the purchased item.
   e) Multiple attempts at defect remedy are permissible, or the seller shall provide a replacement.
   f) A material defect does not exist if the defect is due to:
   – natural wear and tear,
   – damage not caused by the seller, a legal representative, or an agent of the seller due to improper handling, in particular storage, to which the buyer has agreed,
   – use of the purchased item in a manner contrary to its normal use, which the seller has not approved in the individual case,
   – improper repair, maintenance, or care carried out by a service provider not recognized by the seller for servicing, which is recognizable to the buyer,
   – installation of parts whose use has not been approved by the manufacturer,
   – modifications to the purchased item in a manner not approved by the manufacturer,
   – failure to comply with regulations and operating instructions regarding handling, maintenance, and care of the purchased item, for example proper maintenance of a newly purchased engine during the first year.
   g) The operating instructions, general information, and safety instructions provided form an integral part of the purchase contract.
3. If the buyer is a consumer, claims for material defects for new goods shall become time-barred in accordance with statutory provisions after two years, and for used goods after one year, in each case from delivery of the purchased item. If the buyer is a legal entity under public law, a special fund under public law, or an entrepreneur, the seller shall provide warranty for defects of the goods for one year at its discretion by subsequent performance (repair or replacement delivery). Further claims shall remain unaffected in cases of fraudulent concealment of defects or the assumption of a guarantee as to quality.

H. Liability

1. If the seller is liable for damages caused by slight negligence in accordance with statutory provisions and these terms and conditions, the seller’s liability shall be limited. Liability shall exist only in the event of breach of essential contractual obligations and shall be limited to the damage foreseeable at the time of conclusion of the contract. This limitation shall not apply in the event of injury to life, body, or health. Insofar as the damage is covered by insurance taken out by the buyer for the relevant case of damage (excluding fixed-sum insurance), the seller shall only be liable for any resulting disadvantages to the buyer, e.g. higher insurance premiums or interest disadvantages until settlement of the damage by the insurance.
2. Regardless of any fault on the part of the seller, any liability of the seller in cases of fraudulent concealment of a defect, assumption of a guarantee or procurement risk, and under the Product Liability Act shall remain unaffected.
3. Liability for delay in delivery is conclusively regulated in Section D.
4. We shall only be liable for items located free of charge on our business premises, in particular trailers, boats, and engines parked in our yard or winter storage (Kreuzerhof), in cases of intent and gross negligence. We shall not be liable for theft, vandalism, fire, or loss of items entrusted to us. The same applies to test, trial, or training runs. We recommend taking out separate insurance for these risks. For items properly handed over to us, we assure careful and diligent handling.
5. This limitation of liability shall also apply in favor of the seller’s legal representatives, agents, and employees in the event of direct claims by the buyer.

I. Declaration on the Use of Personal Data

1. The buyer hereby consents to the use of its general personal data in compliance with the principles of data minimization and data avoidance.
   a) For quotation, order, service, invoicing, warranty processing, and customer records.
   b) For consultation and information regarding insurance and other financial services.
   c) For advertising purposes on the Europe Marine website, including image and video material.
   This declaration of consent may be revoked in whole or in part at any time with effect for the future.

J. Further Provisions

1. Any transfer of the buyer’s rights and obligations arising from the purchase contract shall require the seller’s written consent.
2. All amendments and oral ancillary agreements require written confirmation by the seller.
3. If individual provisions of these General Terms and Conditions of Business and Delivery are or become invalid, the contract, including the remaining provisions, shall remain valid. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent of the parties at the time of conclusion of the contract. This shall also apply to any gaps in the contract.
4. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). In particular, the Dock and Repair Conditions of the German Association for Shipbuilding and Marine Technology (Verband für Schiffbau und Meerestechnik e.V.), 20099 Hamburg, shall apply and are deemed accepted upon issuance of a work order, rental agreement, or order.
5. The exclusive place of jurisdiction for all present and future claims arising from the business relationship with merchants, including claims arising from bills of exchange and checks, shall be the seller’s registered office. The same place of jurisdiction shall apply if the buyer has no general place of jurisdiction within Germany, relocates its residence or habitual place of abode outside Germany after conclusion of the contract, or if its residence or habitual place of abode is unknown at the time legal action is commenced.
   Otherwise, the buyer’s place of residence shall be the place of jurisdiction for claims asserted by the seller.

Status: 20.05.2025