Annex 1 to the Purchase Agreement regarding the SeaCart
2 Delivery of the SeaCart
3 Purchase Price and Payment Conditions
4 Commitments and Obligations of the Seller
5 Commitments and Obligations of the Buyer
6 Security in the SeaCart
8 Limitation of Liability
10 Force Majeure
11 Assignment and Pledge
12 Changes and Amendments
13 Applicable law and Dispute resolution
General Terms and Conditions of Oceanlake Marine AB
These General Terms and Conditions constitute Annex 1 to the Purchase Agreement regarding the SeaCart.
In the Agreement, the following terms and expressions will have the following meanings:
|“Agreement”||The Purchase Agreement together with its constituent annexes, including these General Terms and Conditions|
|“Buyer“||Such Party stated in the Purchase Agreement|
|“Construction Deficiency”||Any defect in material or workmanship furnished in the SeaCart with respect to the hulls, the platform, the mast, the boom and the standard foils.|
|“Delivery Date“||The day for delivery of the SeaCart and the Extra Equipment as stated in Annex 2 to the Purchase Agreement or such earlier day that the Seller Notifies the Buyer of at least one month in advance.|
|“EUR“||Currency stated in Euro|
|“Extra Equipment“||Any equipment, such as sails, electrical kit etc., which is not part of the actual boat as defined in the SeaCart Description or included, but mentioned as Extra Equipment in Annex 2 to the Purchase Agreement between the Parties|
|“General SeaCart Description“||The general description of the SeaCart which is annexed to the Purchase Agreement between the Parties|
|“General Terms and Conditions“||These general terms and conditions, which are annexed to the Purchase Agreement, Annex 1|
|“Party” or “Parties“||Any of the Seller or the Buyer respectively or the Seller and the Buyer together|
|“Payment Plan“||The payment plan annexed to the Purchase Agreement as Annex 2|
|“Purchase Agreement”||The agreement between the Parties regarding the Sale of the SeaCart and Extra Equipment, to which the General Terms and Conditions form Annex 1.|
|“Purchase Price“||The total purchase price which the Buyer shall pay to the Seller according to Annex 2 to the Purchase Agreement, excluding Taxes and Duties.|
|“SeaCart“||The SeaCart which is subject to the purchase in the Agreement and which is described in the SeaCart Description, excluding any Extra Equipment|
|“SEK“||Currency stated in Swedish Kronor|
|“Seller“||Oceanlake Marine AB, reg nr 556634-4205, Olof Palmes gata 20 B, 111 37 Stockholm, Sweden|
|“Taxes and Duties”||Any tax or duty that the Seller has to pay to a government or local authority because of the sale and/or transport and delivery of the SeaCart and Extra Equipment, such as for example Value Added Tax, sales sax, export duties and customs duties.|
|“USD“||Currency stated in US Dollars|
2 Delivery of the SeaCart
2.1 The Seller shall on the Delivery Date deliver the SeaCart and the Extra Equipment to the Buyer Ex Works at Composite Marine International Limited with address 700/478 Amata Nakorn Industrial Estate, Moo 7, Donhuaror, Muang District, Chonburi, 20000 Thailand. All freight costs, insurance costs and similar costs relating to the SeaCart and the Extra Equipment from that point and after the delivery are the sole responsibility of the Buyer. The Buyer shall bear all risk of damage and loss beginning with the delivery of the SeaCart and the Extra Equipment at the place of delivery. The Buyer is responsible for paying all taxes and fees that become due after the delivery
2.2 If for any reason the Buyer will not accept delivery of the SeaCart and the Extra Equipment on the Delivery Date, or the Seller is unable to deliver the SeaCart and the Extra Equipment on the Delivery Date because the Buyer has not provided appropriate instructions, documents, licenses or authorizations:
(a) the risk for the SeaCart and the Extra Equipment (including risk for loss and damage because of the Seller’s negligence) will pass to the Buyer upon the Buyer’s refusal or inability to accept the SeaCart;
(b) the Seller may store the SeaCart and the Extra Equipment until delivery whereupon the Buyer will be liable for any related costs and expenses (including, without limitation, storage costs).
2.3 The Seller may change the Delivery Date upon the occurrence of any event which, in the Seller’s sole discretion makes such delivery impracticable or unreasonable, and the Buyer agrees to hold the Seller harmless from any claims resulting from such change of the Delivery Date.
3 Purchase price and payment conditions
3.1 The Buyer shall pay the Purchase Price and Taxes and Duties to the Seller in accordance with the Payment Plan. If the Purchase Price is stated in several currencies, the price stated in SEK shall apply.
3.2 If the Buyer fails to follow the Payment Plan, the Seller is entitled to charge interest according to applicable law, charge late payment fee and collection fee and, where applicable, withhold performance. During such time when the Seller withholds performance, the Seller is also entitled to compensation for any costs relating to storage of the SeaCart and insurance relating to the SeaCart.
3.3 The Purchase Price does not include Taxes and Duties. Such Taxes and Duties may vary from country to country and from time to time and shall, if applicable, be added to the Purchase Price and paid to the Seller in accordance with the payments under the Payment Plan.
4 Commitments and obligations of the seller
4.1 The Seller shall produce the SeaCart and deliver the SeaCart and the Extra Equipment to the Buyer on the Delivery Date in accordance with the Purchase Agreement.
5 Commitments and obligations of the Buyer
5.1 The Buyer undertakes to make the applicable payments to the Seller according to the Payment Plan.
5.2 The Buyer undertakes to at all times:
(a) observe and follow any maintenance instructions relating to the SeaCart and the Extra Equipment; and
(b) observe and follow any security guidelines issued by the Seller.
5.3 Sailing with the SeaCart is an activity which in itself involves risks. The Buyer is aware that such risks may involve risks for damages and risks for personal injury. The Buyer understands that the use of the SeaCart and the Extra Equipment therefore requires necessary skills. The Buyer undertakes to only use the SeaCart and the Extra Equipment when in possession of such skills.
5.4 The Buyer is aware that the SeaCart and the Extra Equipment is exposed to heavy wear both by usage and by the elements (wind, sun, salt water etc.), and that such wear can lead to damage or breakage of the SeaCart, the Extra Equipment and any part thereof. The Buyer therefore undertakes to, at all times, perform controls of and take necessary measures regarding the SeaCart and the Extra Equipment before use, to prevent any damages or breakage.
5.5 The Buyer undertakes to ensure that any third party in use of the SeaCart and the Extra Equipment will observe the same conditions as stated in the Agreement or conditions which are at least as favourable to the Seller.
5.6 The Buyer undertakes to ensure that any third party buying the SeaCart and the Extra Equipment from the Buyer will observe the same conditions as stated in the Agreement or conditions which are at least as favourable to the Seller. The Buyer undertakes to deliver to such a third party buyer all handbooks, instructions, manuals, notices etc. that the Buyer has received from the Seller.
6 Security in the SeaCart
6.1 The Seller hereby retains and the Buyer hereby grants to the Seller, security interest in the SeaCart and the Extra Equipment until the Buyer has made payments in full for the SeaCart and the Extra Equipment fulfilled and satisfied all the Buyer’s obligations to the Seller under the Agreement. The Seller shall have all of the rights of a secured party with respect to the SeaCart and the Extra Equipment under applicable law.
7 Warranties and Remedies
7.1 f at any time up to 12 months after the Delivery Date there shall appear or be discovered in the SeaCart a Construction Deficiency it shall be repaired and corrected at the Seller’s expense. Sails, running rigging and Extra Equipment are not covered by the warranty. Additional Warranty time can be stated in Annex 2 to the Purchase Agreement.
7.2 The SeaCart and the Extra Equipment is sold free of all warranties except for the one set forth in Section 7.1. Thus the Seller provides no Warranties of merchantability, intended purpose etc.
7.3 Any right for the Buyer to claim the warranty in section 7.1 depends on that the Buyer has observed the commitments and obligations of the Buyer in accordance with section 5.
7.4 To be entitled to make claims under the warranty in section 7.1, the Buyer must make a written notice to the Seller no later than ten (10) days after the defect was noted or ought to have been noted. Such notice may, however, not be sent more than twelve (12) moths after the Delivery Date.
7.5 Before the Buyers is entitled to any other remedy for breach of warranty or any other type of breach of contract, the Seller is entitled to remedy the breach. If a breach has been remedied by the Seller within three months from receiving the Buyer’s notice about the breach, the Buyer shall not be entitled to any other remedy under this agreement.
8 Limitation of Liability
8.1 The Seller shall not be liable if the delivery of the SeaCart or the Extra Equipment is delayed as a consequence of delay with payment of the Buyer or omission of the Buyer to observe obligations and commitments according to the Agreement.
8.2 The Seller shall not, regardless of any commitments or guarantees of the Seller, be liable if any damage to the SeaCart, the Extra Equipment or any part thereof occur, or if any other damage or any personal injuries are caused, by the SeaCart or the Extra Equipment being used for any other purpose than the intended.
8.3 The Seller shall not be liable if any damage to the SeaCart, the Extra Equipment or any part thereof occur, or if any other damage or any personal injuries occur, if the Buyer has
(a) failed to at all times observe applicable maintenance instructions relating to the SeaCart and the Extra Equipment, regardless of any commitments or guarantees of the Seller;
(b) failed to at all times observe applicable security guidelines issued from the Seller when using the SeaCart and the Extra Equipment;
(c) used the SeaCart or the Extra Equipment without being in the possession of necessary skills which are referred to in provision 5.3, regardless of any obligations or guarantees of the Seller;
(d) failed to perform such control or/and take such measures which are referred to in provision 5.4, regardless of any obligations or guarantees of the Seller;
(e) made any changes or alterations to the SeaCart, the Extra Equipment or any part thereof, including by painting the SeaCart or by using any other chemical treatment that can lead to damage to the boat, regardless of any obligations or warranties of the Seller.
8.4 The Seller shall not be liable if any damage to the SeaCart, the Extra Equipment or any part thereof occur, or if any other damage or any personal injuries occur unless such damage or personal injury is caused by reason of gross negligence of the Seller.
8.5 The Seller shall not be liable for any indirect or consequential damages such as for example (but not limited to) loss of profit, inability to fulfil contractual liabilities against third parties, damage to the Buyer’s equipment kept on the SeaCart or injuries to third parties.
9.1 The Seller is entitled to terminate the Agreement if the Buyer goes bankrupt, commences negotiations for composition, becomes subject to corporate restructuring, or otherwise is deemed to be insolvent. Delay with payments from the Buyer shall always constitute the right for the Seller to terminate from the Agreement.
9.2 Upon termination in this section 9, the Seller shall be entitled to claim compensation for any damages occurred to the Seller.
10 Force Majeure
The Seller shall not be held responsible for any failure to fulfil obligations under the Agreement during such period of time and to the extent that the due performance thereof is prevented by reason of:
(a) any circumstance beyond the control of the Seller, such as war, warlike hostilities, military mobilisation, civil war, earthquake, fire, flood, legislation or authority restriction, industrial conflict (even if the Seller takes part in such conflict), insurrection or riot, general shortage in transport or goods or any other circumstances of similar importance; or
(b) any similar circumstance relating to a subcontractor of the Seller.
11 Assignment and Pledge
The Seller is, without approval from the Buyer, entitled to transfer the right to receive payment or to pledge the right to payment.
Notices under this Agreement shall be sent by prepaid registered mail or by courier. Notices are to be deemed to have been received:
(a) If sent by prepaid, registered mail, one week after the letter was mailed.
(b) If sent by courier, upon actual signed delivery.
13 Changes and Amendments
Any changes and amendments to the Agreement shall be made and confirmed in writing, duly signed by both parties.
If any provision in these Terms and Conditions or the Agreement violates any compulsory applicable law or compulsory applicable official regulation, such provision in these Terms and Conditions or Agreement shall primarily be adjusted accordingly, alternatively it shall not be applied. If any provision or provisions in the Agreement has been adjusted or found invalid, the remaining provisions in the Agreement shall remain in force.
15 Applicable Law and Dispute Resolution
15.1 Swedish law is applicable to the Agreement and any dispute arising from or in connection with the Agreement.
15.2 Disputes arising from the Agreement or in connection with the Agreement shall be finally settled by a Swedish district court, the Stockholm District Court being the court of first instance.