GENERAL TERMS AND CONDITIONS

These General Terms and Conditions with limited liability of De Bootwerker, with registered office in Kampen at Loswal 4e, registered in the Trade Register of the Chamber of Commerce under number 83764429, entered into force on September 13, 2021.

1. DEFINITIONS

1.1 In these General Terms and Conditions the following terms shall have the following meanings:

Customer: any natural person and/or legal entity with whom De Bootwerker enters into an Agreement or with whom De Bootwerker is negotiating an Agreement, or any person interested in the services of De Bootwerker as well as companies affiliated with the Customer. The definition of Customer also includes the definition of Consumer.

Consumer: a natural person who is not acting in the exercise of a profession or business and who enters into an agreement with De Bootwerker.

Service(s): the (supporting) services that De Bootwerker provides to the Customer in the context of an Agreement.

Agreement: any Agreement, however named and in whatever form, between the Purchaser and The Bootwerker, any amendment or addition thereto, as well as the (legal) acts in preparation and execution of that Agreement.

Party: The Boat Worker and the Purchaser separately.

Parties: The Boat Worker and the Purchaser jointly.

Product(s): the goods supplied to the Purchaser, whether or not for the benefit of a Vessel, as further specified in an Agreement.

Vessel(s): an object designed to remain on water and to move therein, including the equipment and inventory forming part thereof, as well as a hull or a vessel under construction.

Electronically: by e-mail.

Matter: Material objects capable of human control. This definition includes both Vessels and Products.

Unless the General Terms and Conditions expressly provide otherwise, when interpreting the General Terms and Conditions, the singular shall be deemed to include the plural and vice versa, and a reference to a masculine form shall be deemed to include a reference to a feminine form and vice versa.

2 GENERAL PROVISIONS

2.1 These General Terms and Conditions apply to every offer and every Agreement for the purchase, sale, construction, renovation, dismantling and installation, repair or maintenance of Vessels or parts thereof, as well as to all subsequent Agreements resulting therefrom and concluded between The Boat Worker and the Purchaser. In the event of differences between provisions in the General Terms and Conditions and provisions in the Agreements referred to in this article, the latter shall prevail.

2.2 General terms and conditions, under whatever name, of the Purchaser or third parties do not apply and are expressly rejected by De Bootwerker, unless expressly agreed otherwise.

2.3 Deviations from the General Terms and Conditions are only binding if and to the extent that they have been confirmed in writing by De Bootwerker. The Purchaser cannot derive any rights for future Agreements from any agreed deviations from the General Terms and Conditions.

2.4 The provisions in these General Terms and Conditions have not only been made for the benefit of De Bootwerker, but also for the benefit of the directors and all other persons who work or have worked for De Bootwerker, or all persons who have been involved in the execution of any assignment by De Bootwerker, or all persons for whose actions or omissions De Bootwerker could be liable.

2.5 These General Terms and Conditions also apply to any additional or follow-up orders.

2.6 Based on European and Dutch (consumer) legislation, in certain cases a different provision applies to Consumers compared to the Purchaser who acts in the exercise of a profession or business. Where the General Terms and Conditions refer to the Purchaser, this definition also includes the Consumer. Where specific reference is made to the Consumer, the relevant provision applies only to the Consumer and not to the Purchaser who acts exclusively in the exercise of a profession or business.

3 THE OFFER

3.1 The Boat Worker shall issue each offer orally, in writing or electronically. The offer shall contain, to the extent possible, a complete and accurate description of the Item to be delivered and/or the work to be performed.

3.2 All specifications of numbers, weights, quantities, colours, versions, sizes and/or other indications of Items and/or work to be performed by De Bootwerker have been made with care. However, De Bootwerker cannot guarantee that no deviations will occur in this regard. Samples and/or models of Items shown or provided are only indications of the Items in question. Obvious mistakes or obvious errors in the offer do not bind De Bootwerker. Trade usage determines whether there are minor deviations.

3.3 An offer is partly based on the data provided by the Purchaser. Any additional costs, price increases, delays in delivery and any other consequences of changes, deviations and errors in this data are fully at the expense of the Purchaser. The Purchaser fully indemnifies De Bootwerker in this regard.

3.4 The Boat Worker will, at the request of the Purchaser, carry out all changes to the order indicated by the Purchaser, provided that these are reasonably feasible, while retaining the right to charge any additional costs, in accordance with Articles 5 and 6.3.

3.5 An oral offer must be accepted immediately, otherwise it will lapse, unless a term for acceptance is given at the same time. The written or electronic offer will be provided with a date and is irrevocable for the specified term or, in the absence of a term, for ten working days after the date.

3.6 The offer gives an indication of the time of delivery.

3.7 All designs, images, drawings, sketches, calculations and other explanations and clarifications provided with the offer for an installation or renovation or a repair remain the property of the person who provided them. They are protected under the Copyright Act and may not be provided to third parties, except to the extent necessary for restoration, repair and/or maintenance work.

4 THE AGREEMENT

4.1 The agreement is concluded by acceptance of the offer by the Purchaser. In the event of an electronic order, De Bootwerker will send an electronic confirmation to the Purchaser.

4.2 The agreements are preferably recorded in writing or electronically.

4.3 An agreement for renovation or repair only relates to the work that De Bootwerker could reasonably have foreseen.

4.4 All orders under the concluded Agreement are exclusively accepted and executed by De Bootwerker, unless otherwise agreed. This also applies if it is the express or tacit intention that an order is executed by a specific person. The applicability of article 7:404 BW, which provides a regulation for the latter case, and of article 7:407 paragraph 2 BW, which establishes joint and several liability for cases in which an order is given to two or more persons, is expressly excluded.

5 ADDITIONAL AND LESS WORK

5.1 The Purchaser may request changes before or during the execution of the work. Only changes accepted by the Bootwerker will be considered for execution. The Bootwerker is authorised to charge the Purchaser for additional work if, during or within the framework of the execution of the Agreement, additional work must be carried out by the Bootwerker, whether or not foreseen by the Bootwerker. Additional work is understood to mean everything that the Bootwerker delivers, applies and/or performs within the framework of the Agreement in excess of the quantities or activities expressly specified therein. Changes and additional work and/or requests for such may lead to extension of agreed terms and/or delays in planning. The Bootwerker will inform the Purchaser as soon as possible of the additional work carried out by the Bootwerker. The additional or reduced costs resulting from the above will be charged to the Purchaser as soon as they are known to the Bootwerker. Any compensation for reduced work will not be accepted.

6 THE PRICE AND PRICE CHANGES

6.1 All prices and rates of De Bootwerker are expressed in euros, exclusive of VAT and other government levies, under whatever name, unless otherwise indicated.

6.2 Unless explicitly agreed otherwise, there is a fixed (purchase) price or a fixed contract price and the following provisions apply:

(a) In the event of additions or changes to the agreed work requested by the Purchaser, De Bootwerker may claim an increase in the price if it has informed the Purchaser of the price increase in a timely manner, unless the Purchaser could reasonably have understood this.

(b) Changes in taxes, excise duties and similar government levies may be passed on by De Bootwerker at any time in both the fixed and variable agreed price.

(c) The Boat Worker has the right to charge for additional costs resulting from changes in the work or interruptions in the work, insofar as these are caused by causes not attributable to The Boat Worker and which were not foreseeable by The Boat Worker at the time of the price agreement.

(d) If the circumstances referred to in this paragraph under c occur, as well as if the scope of the work appears to be greater than anticipated, De Bootwerker shall immediately suspend its work and consult with the Purchaser about whether or not to continue the work and about the manner in which this is done. De Bootwerker shall in any case be entitled to compensation for the work already carried out and the associated costs.

6.3 If the Parties have agreed on a target price and the work can be carried out in accordance with the accompanying description, then an increase or decrease in the price may amount to a maximum of 25%. An increase or decrease in the price of more than 25% of the target price will be agreed upon in mutual consultation between the Parties.

7 THE DELIVERY

7.1 The delivery period specified by De Bootwerker is indicative (and not a fatal term) and based on the circumstances applicable to De Bootwerker at the time of the Agreement and, to the extent dependent on the performance of third parties, on information provided to De Bootwerker by those third parties.

7.2 The Boat Worker shall notify the Purchaser in writing or verbally as soon as the delivery period is expected to be exceeded and, if possible, the Boat Worker shall indicate the new delivery period.

7.3 The delivery time will be extended by delays that are a reasonably foreseeable consequence of negligence on the part of the Purchaser. Negligence is understood to mean the failure of the Purchaser to fulfil an obligation towards De Bootwerker. This is the case in any case if the Purchaser, despite timely notice, does not pay the amount owed and due to De Bootwerker on time. The costs that are a foreseeable and, based on experience, expected consequence of any negligence on the part of the Purchaser shall be borne by the Purchaser.

7.4 In the event of exceeding the delivery period, the Purchaser shall not be entitled to any compensation. In that case, the Purchaser shall also not be entitled to termination, unless the exceeding of the delivery period is such that the Purchaser cannot reasonably be expected to maintain the relevant part of the Agreement.

7.5 Delivery will in principle take place in the Netherlands, unless other agreements are made. If a delivery trial run takes place, delivery will take place at the location agreed for the delivery trial run, unless otherwise agreed.

7.6 The Boat Worker shall give the Purchaser the opportunity to inspect the Vessel or other Goods to be delivered before delivery. In the event of repairs, conversion, installation, finishing or maintenance work, the Boat Worker shall give the Purchaser the opportunity to inspect the work carried out before delivery. If a (delivery) trial run has been agreed, the Boat Worker shall give the Purchaser the opportunity for that (delivery) trial run before delivery.

7.7 The Purchaser must make use of the opportunity offered to make the inspection and/or the (delivery) trial run within twenty working days after receipt of the notification by The Boat Worker. If the Purchaser does not make use of the opportunity offered to him within this period, the Vessel or Product is deemed to have been delivered, unless there is force majeure on the part of the Purchaser.

7.8 If the Purchaser fails to take delivery of the Vessel or Products after delivery, they will be stored at the Purchaser's expense and risk.

8 PAYMENT

8.1 Payment must be made before the due date stated on the invoice and in the currency in which the invoice was issued, unless otherwise agreed.

8.2 If payment in installments has been agreed, the Purchaser must pay according to the terms and percentages as set out in the agreement.

9 LATE PAYMENT

9.1 The Purchaser is in default from the expiry of the payment date. After the expiry of that date, the Boat Worker will send a one-time payment reminder and give the Purchaser the opportunity to pay within five days of receipt of this payment reminder.

9.2 In the event of late payment, the Purchaser, not being a Consumer, shall owe the contractual interest of 12% per year from the expiry of the agreed payment term. If the statutory (commercial) interest is higher than the contractual interest, the statutory (commercial) interest shall apply. In the event of late payment, the Consumer shall owe the statutory interest per year from the expiry of the agreed payment term.

9.3 If the Purchaser fails to pay the amount due after sending the payment reminder, De Bootwerker is entitled to increase the amount due with extrajudicial and collection costs. Extrajudicial costs are all costs incurred by De Bootwerker in connection with the engagement of lawyers, bailiffs and any other person it uses to collect the amount due.

9.4 The Boat Worker is at all times entitled to offset its claims on the Purchaser with its debts to the Purchaser, even if the counterclaim has been transferred to a third party. For the application of this article, the Purchaser shall also include companies affiliated with it.

10 PARTS TO BE REPLACED AND TRADE-IN

10.1 If the Purchaser has explicitly requested this when issuing a maintenance or repair order, the parts of the Item to be replaced will be made available to him after the order has been carried out. This does not apply to parts that must be separated in connection with warranty claims; in that case, the parts will only be made available after the warranty claims have been processed. In all other cases, the replaced parts will become the property of De Bootwerker, without the Purchaser being able to claim any compensation in this regard.

10.2 If the Purchaser has agreed upon the purchase or new construction of a Vessel or other Product that he will trade in a used vessel or other item, the traded-in vessel or other item will only become the property of De Bootwerker after delivery thereof. If the Purchaser continues to use the vessel or item to be traded in pending delivery, damage or loss, regardless of the cause, will be at the expense and risk of the Purchaser.

11 CONFORMITY

11.1 The Boat Worker guarantees that the delivered Item complies with the Agreement and that the item has the properties that, taking all circumstances into account, are necessary for normal use, as well as for special use to the extent that this has been agreed.

11.2 The Boat Worker guarantees that the work carried out by it complies with the Agreement and is carried out with good workmanship and using sound materials.

11.3 The Boat Worker shall not be liable for defects in the design of the Vessel if this design was not supplied by himself. Nor shall The Boat Worker be liable for the usability and soundness of materials and equipment items the application or use of which has been prescribed by the Purchaser or which have been supplied by him. If The Boat Worker is aware of imperfections in a design or materials, as referred to in this clause, then The Boat Worker shall inform the Purchaser thereof.

11.4 De Bootwerker is not liable for defects that appear after delivery to have been caused by normal wear and tear, unskilled use or lack of care or that are the result of changes made to the delivered goods by the Purchaser or third parties. Nor is De Bootwerker liable for damage that occurs as a result thereof.

12 WARRANTY

12.1 The warranty stated in this article applies exclusively to delivered Goods and work performed.

12.2 The warranty covers the repair by De Bootwerker of both defects that were not visible at the time of purchase/delivery, as well as the repair of defects that arose during the warranty period as a result of normal use.

12.3 Articles 11.3 and 11.4 apply accordingly.

12.4 The Purchaser must contact De Bootwerker immediately after discovering a defect to implement the warranty.

12.5 The Purchaser may decide in mutual consultation with De Bootwerker to have a necessary repair carried out by a third party at the expense of De Bootwerker, insofar as the costs thereof are reasonable. In determining this reasonableness, the price level of De Bootwerker is taken into account. The third party who can carry out a necessary repair is designated by De Bootwerker in consultation with the Purchaser. Repair by a third party is only possible if De Bootwerker is unable or unwilling to repair the defect or is not able or willing to do so in a timely manner.

12.6 The warranty claim shall lapse if:

(a) The Purchaser has not fulfilled all its (payment) obligations towards The Boat Worker;

(b) the Purchaser does not inform the Boat Worker of any defect as soon as possible after discovering it;

(c) The Boat Worker is not subsequently given the opportunity to remedy the defects;

(d) third parties have carried out work related to the work carried out by De Bootwerker without the prior knowledge or permission of De Bootwerker in respect of which a warranty claim is made.

12.7 The warranty period shall be, unless the Purchaser has expressly declared in writing that it waives this warranty or the Parties have made other agreements, with regard to:

(a) new Products, six months after sale. Used Products are not guaranteed unless otherwise agreed;

(b) repair and maintenance work accepted or outsourced by De Bootwerker, including the Products used, three months after the work was performed. This warranty does not apply to emergency repairs.

The guarantee includes the correct and reasonable execution of the order that was not or not properly executed by De Bootwerker. The new guarantee period commences at the time that the Vessel is made available to the Purchaser again.

12.8 Warranty periods will not be extended by the period in which the Vessel is not used due to (summer or winter) storage.

12.9 Parties may make deviating agreements in the Agreement regarding the provisions of Article 13. Such deviating agreements shall then replace these General Terms and Conditions with regard to the guarantee.

12.10 A warranty provided by De Bootwerker, a manufacturer or importer does not affect the statutory rights and claims that a Purchaser can assert against De Bootwerker under the law.

13 SECURITY RIGHTS FOR REPAIR AND MAINTENANCE

13.1 In the event of late payment, De Bootwerker is entitled to retain the relevant Vessel and all associated equipment, inventory and other accessories until the Purchaser has paid the total amount due, unless the shortcoming does not justify this retention. De Bootwerker's right of retention shall lapse as soon as the Purchaser has paid the amount due in a discharged manner.

13.2 If the Purchaser fails to pay the amount due after formal notice and the value of the Vessel and all materials and accessories intended for it does not exceed €10,000, De Bootwerker shall have the right to sell and deliver without judicial intervention, provided that:

(a) The Boat Worker has requested payment from the Purchaser by registered letter and the Purchaser has not paid the amount due six months after the date of this registered letter or has disputed the claim in writing and with reasons, and

(b) After the expiry of the period referred to in sub a of this article, the Boat Worker has again summoned the Purchaser by bailiff's writ to pay the amount due within fifteen working days and payment is again not made.

13.3 The Boat Worker is obliged to pay the Buyer any difference between the sales proceeds and the amount owed by the Buyer, if possible.

14 FORCE MAJEURE

14.1 Force majeure is understood to mean any unforeseeable circumstance as a result of which the performance of the agreement is delayed or prevented, insofar as this circumstance cannot be avoided by De Bootwerker and it should not be at its expense on the basis of the law, the agreement or social views. These circumstances include, but are not limited to: natural disasters, diseases and epidemics, strikes and lockouts, delays or other problems in the performance of the Agreement by De Bootwerker or its suppliers and/or in the transport provided by itself or by third parties or measures by any (foreign or Dutch) government agency, as well as the absence of any permit to be obtained from the government.

14.2 If the force majeure situation causes De Bootwerker to suspend work, the Purchaser is also released from its obligations for that period.

14.3 After termination of the Agreement due to force majeure, De Bootwerker is entitled to compensation for the costs incurred by him for repairs, construction, installation or dismantling, insofar as these costs were incurred before it could be expected that the force majeure situation would lead to termination of the Agreement and insofar as the Purchaser benefits from the work performed.

15 SUSPENSION AND TERMINATION

15.1 If one of the Parties fails to fulfil its obligation, the other Party is entitled to suspend the fulfilment of the corresponding obligation. In the event of partial or improper fulfilment, suspension is only permitted to the extent that the shortcoming justifies it.

15.2 If one of the Parties fails to fulfil its obligations under the Agreement, the other Party shall be entitled to terminate the Agreement, unless the failure does not justify termination due to its special nature or minor significance.

16 LIABILITY

16.1 Any liability of De Bootwerker towards the Purchaser for work performed or to be performed or otherwise related to an order given to De Bootwerker is excluded, unless there is intent or deliberate recklessness. This limitation of liability of De Bootwerker applies regardless of whether the liability arises from an agreement, the law (such as tort) or another legal basis.

16.2 If the Goods delivered by De Bootwerker show defects that have been reported in a timely manner, De Bootwerker is only obliged to repair these defects free of charge at its own discretion or to provide the parts required for repair, to replace the Goods in question in their entirety, or to refund the purchase price, without being liable for further damages.

16.3 The Boat Worker is never liable for theft, indirect or consequential damage, which in any case includes damage due to delay, damage due to business stagnation and/or loss of profit of the Purchaser.

16.4 Any liability of any kind whatsoever of persons affiliated with De Bootwerker towards the Purchaser and third parties affiliated with the Purchaser (including current or former directors, employees, shareholders or group companies of the Purchaser) is expressly excluded. The Purchaser, also on behalf of third parties affiliated with the Purchaser, if necessary waives in advance all rights and claims that they may obtain on any basis whatsoever against persons affiliated with De Bootwerker.

16.5 Persons affiliated with De Bootwerker or third parties engaged by De Bootwerker for the performance of the Agreement may, if necessary, invoke against the Purchaser all defenses that can be derived from the Agreement and these General Terms and Conditions as if they were themselves a party to the Agreement and these General Terms and Conditions.

16.6 Any claim against De Bootwerker, except those acknowledged by De Bootwerker, shall lapse after twelve months from the date on which the claim arose.

16.7 De Bootwerker is free to have the assignments granted carried out under its responsibility by the directors and employees of De Bootwerker to be designated by it, where appropriate with the involvement of third-party contractors. De Bootwerker will exercise due care in selecting these third-party contractors. De Bootwerker is not liable for errors or shortcomings of such a third party in the performance of its services. De Bootwerker has the right to accept a limitation of liability that such a third party may have stipulated on behalf of the Purchaser.

16.8 The limitations of liability included in this article do not apply if the damage is the result of intent or deliberate recklessness on the part of De Bootwerker or its management.

17 COMPLAINTS

17.1 Complaints relating to (the performance of) the Agreement must be brought to the attention of De Bootwerker in writing or electronically and properly described and explained within a reasonable time after the Purchaser has discovered or could have discovered the defects.

17.2 Failure to submit the complaint on time will result in the Purchaser losing his rights in this regard, unless the Purchaser cannot reasonably be held liable for the fact that the term has been exceeded.

18 CHOICE OF LAW AND JURISDICTION

18.1 Dutch law applies to every Agreement and every legal relationship to which these General Terms and Conditions apply.

18.2 All disputes arising from or related to these General Terms and Conditions or the legal relationship to which these General Terms and Conditions apply shall be settled by the Court in Zwolle.

19 OTHER CONDITIONS

19.1 The Boat Worker is entitled to transfer its rights and/or obligations under an Agreement to a third party, or to use a third party for the performance of the Agreement, without the prior written consent of the Purchaser.

19.2 If an Agreement qualifies as a "consumer purchase" as referred to in Article 7:5 of the Dutch Civil Code, the provisions of the General Terms and Conditions shall apply, unless a mandatory provision or provision of similar scope provides otherwise.

19.3 Individual deviations from these General Terms and Conditions, including additions or extensions, must be recorded in writing or electronically between De Bootwerker and the Purchaser.

19.4 The invalidity of one of the provisions in the General Terms and Conditions shall not affect the validity of the remaining provisions. In that case, the invalid provisions shall be replaced by new provisions that correspond as closely as possible to the invalid provisions in terms of content, scope and purpose.

19.5 Failure by The Bootwerker to demand compliance with any provision (within a period specified in the Agreement) shall not affect the right to subsequently demand compliance, unless The Bootwerker has expressly agreed to the non-compliance in writing.

19.6 Provisions which by their nature continue to apply (including Article 17 Liability and Article 19 Choice of law and competent court) shall not lose their validity even after termination of the Agreement.

19.7 If and to the extent that, on the grounds of reasonableness and fairness or the unreasonably onerous nature of any provision in these General Terms and Conditions, no appeal can be made, that provision shall be given a meaning that is as similar as possible in terms of content and scope, which is not unreasonably onerous or unacceptable according to standards of reasonableness and fairness.

19.8 The Purchaser grants De Bootwerker permission to use the information obtained by it in the context of the (execution of the) Agreement for commercial purposes.

19.9 The Bootwerker is the person responsible for the processing of personal data in the context of its services. The Bootwerker processes personal data in accordance with the applicable data protection laws and in accordance with its Privacy Policy, which can be consulted via the following link: https:// www.debootwerker.nl/privacybeleid.

19.10 The Boat Worker may amend these General Terms and Conditions from time to time and without prior notice. The amended terms and conditions shall apply to all subsequent legal relationships with the Purchaser.

19.11 These General Terms and Conditions are published on the website of De Bootwerker and can be consulted via: https://www.debootwerker.nl/algemene-voorwaarden/