Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY, AND PAYMENT OF Marine Tape, Luke Murphy Address: Calle Pau Claris 6, Cubelles, 08880, Barcelona, Spain Date: 20th January 2024 

ARTICLE 1: APPLICABILITY a. These terms and conditions are applicable to all offers, sales, and deliveries by Luke Murphy, referred to as Marine Tape, to a third party, encompassing all activities executed by Marine Tape on behalf of a third party and agreements entered into with a third party in the broadest sense. b. The applicability of these terms and conditions extends to both domestic and international transactions, irrespective of the location or residence of the parties involved and where the agreement was formed or should be implemented. c. Marine Tape expressly rejects any general terms and conditions applied by the other party, such as purchase conditions, and they shall not be binding on Marine Tape. d. Any deviations from these terms and conditions, permitted by Marine Tape at any time for the benefit of the other party, do not establish a precedent or grant the other party the right to later appeal or claim the consistent application of such deviations. e. In cases of interpretation discrepancies arising from versions of these general conditions in languages other than English or Spanish, the English or Spanish versions take precedence unless expressly waived by Marine Tape in writing.

ARTICLE 2: OFFERS a. All offers and quotations are non-committal unless explicitly stated otherwise. They are provided based on the best knowledge of Marine Tape and rely on data provided upon request for an offer. b. Specifications on size, capacity, performance, color, material structure, finish, or results are estimates and non-committal. Marine Tape is not obligated to comply with these specifications and does not accept liability for any inaccuracies in the data.

ARTICLE 3: ORDERS/AGREEMENTS a. An order refers to any agreement with Marine Tape, encompassing activities, provision of staff, materials, or space, or any other performance. b. Agreements with Marine Tape become binding upon written confirmation or initiation of order execution. Supplements or changes to agreements become binding after written acceptance by Marine Tape. Failure to object in writing within eight days signifies acceptance of changes or supplements.

ARTICLE 4: LIABILITY a. Marine Tape is not liable for direct or indirect damages caused by non-compliance with the agreement, except in cases of intent or gross negligence. Calamities, such as fire, water damage, war, earthquakes, do not hold Marine Tape liable, and the other party indemnifies Marine Tape against third-party claims. b. Damages payable by Marine Tape, if liable, will not exceed the invoice amount for the respective goods or services, with a maximum limit of EURO 2,000.00. c. A claim under these terms does not suspend the other party’s payment obligation.

ARTICLE 5: PERIOD AND LOCATION OF DELIVERY a. Delivery periods are non-binding, and Marine Tape will make reasonable efforts to adhere to them. Exceeding these periods does not entitle the other party to damages or dissolution of the agreement. b. If delivery periods are significantly exceeded, Marine Tape will consult with the other party. Delivery is ex-Marine Tape's location or as determined by Marine Tape.

ARTICLE 6: TRANSPORT AND TRANSPORT RISK a. Marine Tape determines the means of transport. The cost of transport is borne by the other party. b. Goods travel at the risk of the other party from the moment of dispatch. Correspondence sent by Marine Tape is at the risk of the other party from dispatch.

ARTICLE 7: PRICES AND COSTS a. Prices are determined individually. The other party is responsible for government levies, fines, insurance premiums, etc. b. Down payments, deposits, or security may be required. Marine Tape may charge travel and/or shipping costs.

ARTICLE 8: TERMS AND CONDITIONS OF PAYMENT a. Unless agreed otherwise, payment must be made within 8 days of the invoice date. Late payment surcharge of 2% may apply if specified on the invoice. b. Discounts are subject to mutual agreement. Discounts from previous transactions are not applicable to subsequent ones.

ARTICLE 9: COMPLAINTS

a. All complaints concerning the delivery of goods, services, and invoice amounts must be formally lodged with Marine Tape in writing through registered mail within 8 (eight) days of receiving the products, services, or corresponding invoices. The complaints should provide a detailed account of the relevant facts. The right of the other party to raise complaints regarding goods and/or services that have been used, modified, and/or processed by or on behalf of the other party will expire.

b. Complaints related to the conditions stipulated in these terms, identified as excessively burdensome through this hyperlink to the Generalitat de Catalunya https://consum.gencat.cat/web/.content/50_RECOMANACIONS/nadal/doc_59629304_1.pdf (on the grounds of being unreasonably onerous), must be filed with Marine Tape within eight days of reading these terms or the point at which a reasonable reading could have occurred. The complaints should be submitted in writing, registered, and include a detailed specification of the facts in question. The right to file a complaint arises upon the formation of the agreement. The other party agrees to waive subsequent appeals to the conditions in these terms as unreasonably onerous if such conditions, if any, are not legally mandated.

c. In cases where submitted complaints do not adhere to the specified provisions, they will be deemed unacceptable, and the other party is considered to have approved the delivered goods and/or services. If Marine Tape acknowledges a valid complaint, it reserves the right to either negotiate a compensation amount with the other party or proceed with a new delivery while maintaining the existing agreement. In such cases, the other party is obligated to return the incorrect or faulty goods, carriage paid, at the discretion of Marine Tape.

d. Marine Tape will only consider complaints if, at the time of submission, the other party has fully fulfilled all existing obligations towards Marine Tape, irrespective of their nature or the agreement from which they arise.

e. Return shipments inadequately packed or lacking sufficient postage will be rejected by Marine Tape. The other party assumes responsibility and risk for all return shipments.

ARTICLE 10: CANCELLATION/DISSOLUTION AND SUSPENSION

a. Marine Tape reserves the right to suspend its obligations or cancel/dissolve underlying agreements, in whole or in part, without liability to the other party, if the other party is in default regarding deliveries, executed or to-be-executed activities, or other obligations. This right is applicable if the other party is declared bankrupt, requests a payment suspension, the Debt Rescheduling Private Individuals Act is declared applicable, or if circumstances threatening these events are identified, as per Marine Tape's standards. All claims against the other party become immediately due and payable.

b. If the other party wishes to terminate/cancel a contract with Marine Tape, Marine Tape may demand contract fulfillment or termination costs equivalent to 100% of the agreed market value or transaction value, and cancellation fees of at least 30% of the market value or transaction value, all at the discretion of Marine Tape.

ARTICLE 11: COMPENSATION IN THE CASE OF NON-PAYMENT OR LATE PAYMENT

If the other party fails to pay Marine Tape's invoices within 8 (eight) days of the invoice date, it is considered legally in default. Marine Tape is entitled to charge interest on the full amount from the due date, equal to the statutory interest rate with a minimum of 1% per month, without prejudice to other rights, including the right to recover all costs under the claim, both court costs and extrajudicial collection costs fixed in advance at 15% of the amount claimed, with a minimum of EURO 250.00 (in words: two hundred and fifty euros). If legislated, the other party is obligated to pay extrajudicial collection costs as per the respective provisions of the law.

ARTICLE 12: RETENTION OF TITLE

a. Until full payment for goods, parts, installations, and/or activities delivered or executed by Marine Tape, these items, for the account and risk of the other party, remain the unequivocal property of Marine Tape.

b. In case of the other party's non-compliance with any agreement obligation regarding the sold goods and/or executed activities, Marine Tape has the right, without notice or judicial intervention, to reclaim the items. This action leads to agreement dissolution, without prejudice to Marine Tape's right to seek compensation for any damages, including loss, lost profit, interest, transport costs, etc., suffered or yet to be suffered, either through legal or extrajudicial means.

c. Marine Tape retains the right to hold goods, tools, materials, vehicles, money, negotiable instruments, (financial) documents, etc., obtained from the other party under any title until the other party fulfills its financial and other obligations.

d. For transactions with a party in a country where prolonged retention of title applies, Marine Tape may declare this retention applicable at any time.

ARTICLE 13: FORCE MAJEURE

a. Force majeure relieves Marine Tape from its obligations towards the other party. This includes events directly impacting Marine Tape, such as production interruptions, war, riot, epidemic, fire, traffic disruptions, strikes, exclusion, loss or damage during transport, staff accidents or sickness, import restrictions, or government-imposed limitations. Force majeure excuses Marine Tape from obligations, whether occurring within its own company or in the companies of suppliers, carriers, wholesalers, etc.

b. In case of impediments due to force majeure, Marine Tape may, without judicial intervention, suspend the agreement for up to six months or dissolve it entirely or partially, at its discretion. The other party will receive written notice of Marine Tape's decision.

ARTICLE 14: INTELLECTUAL PROPERTY RIGHTS, DESIGN PROTECTION

a. All intellectual property rights for products manufactured by Marine Tape for the other party, as well as provided services, belong to Marine Tape. Unauthorized use of these rights, designs, and/or ideas is strictly prohibited unless explicitly approved in writing by Marine Tape, with full compliance with stipulated conditions.

b. Failure to comply with the provisions outlined in 14a allows Marine Tape, without further notice or judicial intervention, to claim a fine of at least EURO 11,500 (in words: eleven thousand five hundred euros) per day or part thereof during non-compliance.

ARTICLE 15: GUARANTEES

a. Marine Tape provides guarantees solely in line with the terms specified in the guarantee clause accompanying the products. The guarantee becomes effective only after the other party formally communicates its request in writing via registered mail.

b. If a guarantee is offered by Marine Tape without an accompanying guarantee clause, the guarantee term will not exceed six months after the goods' delivery. The other party must inform Marine Tape of its request in writing via registered mail.

c. The guarantee includes repair or replacement of delivered goods or full/partial credit, at Marine Tape's discretion. External circumstances can never compel Marine Tape to provide a guarantee.

d. Goods under repair by Marine Tape are at the other party's risk, including those handled by a third party engaged by Marine Tape for this purpose.

ARTICLE 16: CONSIGNMENTS ON APPROVAL

Goods delivered by or on behalf of Marine Tape can be considered consignments on approval for shows, exhibitions, trade fairs, and/or other designated purposes only upon prior written confirmation by Marine Tape. These general terms and conditions apply fully to goods on approval and on consignment.

ARTICLE 17: APPLICABLE LAW AND COMPETENT COURT

a. All offers, assignments, and contracts with Marine Tape are subject to Spanish law. However, Marine Tape retains the right to invoke the applicable law of the country where the other party is established. In such cases, contrary to the provisions outlined in b, the dispute will be submitted to the court competent ratione materiae in the other party's jurisdiction. If transaction nature deems it necessary, Marine Tape may also invoke the Vienna Sales Convention without prior notification.

b. Disputes will be submitted to the Juzagado de lo Mercantil, Barcelona, or another competent judicial authority, at Marine Tape's discretion.

c. If any article or paragraph of these general terms and conditions becomes invalid, the remaining articles will remain in force.

c. In the event that another party is summoned by a third party at another court and/or under different jurisdiction, the other party hereby waives the right to summon Marine Tape for indemnification before that court and under that law, ensuring the jurisdiction and law chosen by Marine Tape will prevail.

d. The nullification of any article or sub-article in these general terms and conditions will not affect the validity of other articles.