In these General Conditions, the following definitions apply:

1. ‘General Conditions’ mean these general terms and conditions of E&P Superyachtwear


2. ‘E&P’ means E&P Superyachtwear B.V. in the Netherlands

3. ‘The Customer’ means the party with whom E&P is contracting with.

4. ‘Offer’ means all oral or written offers of E&P to enter into a contract with him.

5. ‘Agreement’ means any agreement between E&P and the Customer, any amendment to

or addition to this as well as all (legal) actions for the preparation and/or execution of

that agreement.

6. ‘Goods’ means all material objects the contract between E&P and the Customer refers

to, and as the occasion arises, also works or services to be carried out or rendered by


7. ‘Delivery’ means the delivery of Goods.


1. These General Conditions apply to all legal relationships between E&P and the

Customer including Offers and Agreements.

2. By accepting an offer made by E&P, the Customer also accepts the applicability of these

General Conditions. The applicability of the Customer's standard terms is explicitly

rejected by E&P.

3. Deviations from and/or additions to these General Conditions will only be valid if and

insofar as E&P has accepted them explicitly in writing. An agreed deviation or addition

will only relate to the delivery for which this has been agreed.


1. All offers of E&P are free of commitments and can be revoked by E&P at any moment,

also if these offers contain a term of acceptance.

2. Offers can only be accepted in writing; E&P has nevertheless the right to accept an oral

acceptation form the Customer as if it were made in writing.

3. If the Customer accepts an offer, E&P has nevertheless the right to revoke the offer

within 8 days after the receipt of Customer’s acceptation thereof, in which case no

agreement has been established between the parties.


4. Oral offers, arrangements and stipulations are binding upon E&P only after and as far as

they have been confirmed in writing by E&P management or by E&P agents authorised

for this matter.


1. Unless stipulated otherwise, any communication by the Customer regarding the

(execution of) an Agreement must be done in writing.

2. Demands for compliance and/or notices of default from the Customer to E&P must be

made in writing, must be sent to E&P by registered mail and must clearly indicate what

is demanded from E&P and within which term.

3. If the Customer objects to the cancellation of the agreement by E&P, this objection must

be made in writing, must be sent to E&P by registered mail and must clearly indicate om

which grounds the objection is based upon.


1. The Goods delivered to the Customer will be charged at E&P's rates applicable on the

Delivery date. All prices agreed upon are exclusive of taxes and levies due as they are

applicable during the Delivery unless explicitly stated otherwise. Insofar as is not agreed

otherwise, the transport, forwarding and/or postage and costs in connection with the

insurance of the Goods will be at the Customer's expense.

2. All prices offered by E&P are based on the price-determining factors known at the

moment the offer is made.

3. In case price-determining factors (such as – but not limited to - procurement prices,

prices for raw materials, wages, exchange rates) for ordered goods raise, E&P has the

right to raise the agreed prices for ordered but not yet delivered and/or paid goods or

services accordingly as from four month after the date of the Agreement.


1. Delivery periods given and/or agreed upon will never be regarded as deadlines. In the

event of overdue delivery, E&P will only be in default after having received a written

notice of default whereby a further and reasonable period for delivery has been given of

at least thirty days during which the Customer is fully obliged to accept delivery.

2. Should delivery is not possible within the period mentioned in the notice of default, E&P

will consult with the Customer concerning the fulfilment or the dissolution of the

Agreement. In such situation, the Customer will only be entitled to compensation for

damages if this has been agreed in writing in advance. The amount of the compensation

will never exceed that part of the invoice amount relating to the Goods not, not

punctually, not correctly or not fully delivered.


1. Unless agreed in writing otherwise, delivery will take place Ex Work / ex Depot in

accordance with the ICC Incoterms ®2010.


2. Should the delivery be ex-depot or ex-works, the Goods to be delivered will be at the

expense and risk of the Customer from the moment they leave E&P’s depot (or – if

applicable – the depot of a third party instructed by E&P / the manufacturer).

3. In the event a delivery carriage paid is agreed upon, the manner of transport will be

determined by E&P. The Customer is obliged to take receipt of the Goods at the agreed

delivery location and to unload immediately. The Goods to be delivered will be at the

expense and risk of the Customer from the moment of unloading.

4. If E&P, whether or not on the Customer's instructions, organizes the transport of the

Goods, E&P will be free to choose the packaging, carrier, the route to be followed and

any goods-in-transit insurance.

5. From the moment that the Goods are at the expense and risk of the Customer, the

Customer will take care to sufficiently insure the Goods against all possible risks such

as - but not limited to - loss, theft, damage and/or the destruction of the goods.

6. E&P will at all times be entitled to deliver ordered Goods in several portions in which

case the stipulations made between the parties concerning such sales will be applicable

to each individual delivery.

7. Directly following the handover of the Goods to the Customer, the Customer is obliged to

examine whether the delivered items comply with the Agreement. Should this not be the

case, the Customer will no longer be able to invoke this if the Customer has not notified

E&P thereof in writing, setting out the reasons, within 5 working days after the date of

Delivery (and in any event 5 working days after the Customer could reasonably discover

such non-compliance).

8. Changes in technical insights in the sector and/or in government regulations will be at

the Customer's risk.

9. Returns will only be accepted after prior written approval by E&P.

10. If at the Customer's request the date of the actual delivery is postponed, the risk of the

Goods will nevertheless pass to the Customer from the moment at which these Goods

have been identified in E&P’s accounts and/or depot as 'the Customer's goods'. From

that moment onwards E&P will be entitled to invoice the Customer for the Goods in the

agreed invoice-scheme. The additional storage and insurance costs will be at the

Customer's expense.



1. E&P reserves the title to the Goods until it has received full payment for:

a. the performances due from the Customer for all Goods supplied or to be supplied

by E&P; and

b. all E&P's claims on the Customer following the Customer's non-compliance under

any Agreement with E&P.

2. If the retention of title is invoked, the Customer will not be entitled to reimbursement for

the storage costs, neither will he himself be able to rely on a retention of title in this


3. If the Customer is in default regarding this payment obligations or if E&P at its discretion

has good reasons to fear that the Customer will not fulfil his obligations, E&P will be

entitled to take back the items it owns (or have them taken back) from the location

where they are situated. The Customer grants E&P now for then an irrevocable

authorization to access (or have accessed) the spaces used at or for the Customer.

4. If and insofar as this is necessary, the Customer is only entitled to resell or use the

Goods supplied under retention of title if this is in connection with the normal course of

his business operations. In the event of a sale, the Customer will be obliged to deliver

these Goods also - and only - under the present retention of title and in accordance with

the provisions in this clause. The Customer is not entitled to pledge the Goods supplied

under retention of title to any third parties or to furnish these Goods as a security in the

broadest sense of the word to any third parties.

5. The Customer is obliged to retain the items supplied under retention of title with care

and as the recognizable property of E&P.


1. For most goods, the Customer may submit a request to customize it by adding

(combinations of) letters, spaces, drawings, logo’s and/or numbers to the ordered Goods.

E&P reserves the right in its sole discretion to decline the Customers design for

customizing the Goods, for example because it contains a trademark belonging to third

party, or the names of sports teams, athletes or celebrities that the Customers or E&P do

not have the right to use, or because it contains material that E&P considers to be


2. The design for customizing items (including the color combination etc.) shall be created by

the Customer. The Customer guarantees that it is authorized to use the design. E&P has no

obligation to review or decline the Customer’s design for personalization of items. All

liability regarding the design is for the account of the Customer.



1. In case the delivered Goods do not comply with the Agreement, the Customer will notify

E&P thereof taking into account the provisions of article 7 paragraph [7] of the General

Conditions. In case the Customer’s claim for non-compliance proofs to be correct

according to E&P (deciding in its sole discretion), E&P is free to choose between the

following options (without being liable for payment of any compensation for damages

towards the Customer):

a. The Customer may return the non-complying products and E&P refunds the

purchase price for the returned products (after receipt thereof by E&P); or

b. E&P replaces the non-complying product; or

c. E&P repairs the defect.

2. Customized items can not be returned nor refunded.

3. Slight aberrations in size, number and/or a slight difference in colour can not considered

to be a non-complying Product.


1. E&P’s liability towards the Customer for reimbursement of damages for tort and/or noncompliance under any agreement is limited to all direct material losses suffered by the

Customer. E&P is not liable for other sorts of damages, such as (but not limited to) loss

of profit or turnover, indirect damages, immaterial damages, consequential damages

and/or damages suffered by third parties.

2. In case of liability, E&P is not obliged to reimburse to Customer a higher amount of

damages than E&P can recover from its insurers in respect of the damages for which it

is held liable, to be increased by the excess (own risk) under this insurance. If the

insurers refuse to pay the loss or if the damage is not covered by any insurance policy,

E&P’s liability towards Customer will be limited to (1x) the net invoice value of the

delivery from which the liability occurs, but in any event up to a maximum of € 10,000.

3. E&P stipulates all statutory and contractual defences which it can invoke to defend its

own liability towards the Customer also for the benefit of its servants, the non-servants

for whose actions E&P would by law be liable and E&P's suppliers.


4. E&P is not liable for delays, the non- or incorrect delivery as a direct or indirect

consequence of force majeure. Force majeure includes any circumstance beyond the

power and fault of E&P, which prevents the normal execution of the agreement or

aggravates it to such an extent that E&P cannot reasonably be required to perform it,

such as (for instance) the circumstances of war, civil commotion, strike or exclusion,

fire, flood, illness, government measures including import and export measures, ice or

weather conditions, accidents in connection with atomic power, disruption in the supply

or provision of raw materials and additives, energy or operational requirements including

(whether or not imputable) shortcomings on the part of third parties engaged by E&P,

including suppliers, faults in or damage to means of production, transport obstructions,

contamination or risk of infection or interruption of operations. It is specifically agreed

that non-delivery by E&P of certain goods (certain labels and/or goods from certain

manufacturers), that were ordered by the customer but that cannot be acquired by E&P

anymore because these goods are sold out and/or because the manufacturer has

stopped the production of such goods, is considered to be a force majeure situation as


5. In the event of force majeure the parties will without prejudice to any other rights they

have and without the parties being obliged to pay each other any compensation, be

entitled to dissolve the agreement with respect to the part not yet executed after the

situation of force majeure has lasted for 2 months.


1. The Customer indemnifies E&P, as far as the law permits it, for any and all claims of

third parties regarding the compliance, delivery, quality and/or product-liability of the

products sold and delivered by E&P to the Customer under any Agreement.

2. The Customer will take for an adequate liability insurance against (1) operational risks

and/or (2) product liability risks.

3. In case of third party claims as set out in paragraph 1 of this article, the Customer is

obliged to do everything to limit the damage.

4. E&P stipulates all statutory and contractual defences which it can invoke in accordance

with this article to defend its own liability towards the Customer and third parties also

for the benefit of its servants, the non-servants for whose actions E&P would by law be

liable and E&P's suppliers.


1. All payments due by the Customer must be received by E&P in cash or by transfer to one

of his (whether or not indicated) accounts within 14 days after the invoice date. If the

Customer fails to do so, it is automatically in default. In the event of a default, all the

Customer's payment obligations will be immediately due and payable and the Customer

will be obliged to reimburse E&P with interest for overdue payment over the amounts

due which is equal to 1% per month.


2. Payment should effectively take place in the agreed currency and without set-off,

discount or suspension. E&P is entitled to set-off amounts which it can claim at any time

from the Customer against amounts which E&P (or one of its associated companies)

owes or will owe to the Customer.

3. The Customer can only object to the invoice in writing within 8 days after the Invoice

date. After that date the Customer is regarded as having agreed with the respective


4. Payments by or on behalf the Customer serve successively to pay the extrajudicial debt

collecting costs due by the Customer, the court costs, the interests due and after this in

chronological order the outstanding principal sums without regard to the Customer's

indications to the contrary.


1. The Customer is obliged to pay all (extra) judicial costs E&P has to make in connection

with the fact that the Customer fails to fulfil its obligations on time and adequately.

2. The extra judicial costs shall, as a minimum, correspond to the scheme as set out in the

Dutch ‘Besluit Vergoeding van Buitengerechtelijke Incassokosten ’ with a minimum

charge of €1,000.=.


1. If the Customer is in default with the correct and/or timely fulfilment of one or more of

its obligations, or in case E&P has good grounds to fear non-compliance by the

Customer of its payment obligations:

a. The obligations of E&P to fulfil his own obligations are automatically and

immediately suspended until the Customer has completely paid the sum it was

claimably due;

b. E&P can demand the Customer to provide E&P with a full payment upfront or

sufficient security from the Customer, for example in the form of a bank security

issued by a Dutch banking firm with a good reputation, regarding the Customer’s

remaining obligations.

2. If the Customer does not promptly comply with E&P’s demands under paragraph 1 of

this article, E&P shall any time be entitled to annul the contract with the Customer

without incurring an obligation to pay damages. In this case, the Customer undertakes to

compensate E&P for any damage caused by annulment.

3. The Customer is not allowed to postpone its obligations towards E&P.


1. The Customer is never authorized to deduct an obligation, whether or not claimable,

from an obligation of E&P.



1. If a stipulation from these General Conditions is void, this stipulation is automatically

(legally) replaced by a valid stipulation which answers as much as possible to the intent

of the void stipulation. The parties are obliged to discuss reasonably about the text of

this new stipulation. In that case the other stipulations in general conditions keep their

validity as much as possible.


1. The Customer must make its right from the agreement valid within one year after they

have been established, by instituting proceedings, in failure of which its rights

automatically expire.

2. The above-mentioned stipulations do not alter other stipulations from these general

conditions based on which one or more rights of the Customer have expired earlier.


1. All legal relations between E&P and the Customer are governed by Dutch law.

2. All disputes, including summary proceedings, connected to and/or resulting from these

general conditions and/or agreements to which these conditions are applicable, will

exclusive of any other judge, be tried by the competent judge in Haarlem, The

Netherlands. E&P, however, maintains the right to commence an action with the judge

who would be competent according to the law.