Definitions: “Company” means Fabrica Workshop S.L., domiciled in C/Poliesportiu 19, Massanassa 46470 Valencia (Spain). "Client" means the person (individual or
legal entity) that has ordered products from Fabrica Workshop S.L. and which order is accepted by Fabrica Workshop S.L. “Goods” mean the subject matter of the Sales
agreement, contract, order or purchase.
Amendments to this GTC: The Company reserves its right, at its sole discretion, to modify or replace these GTC at any time.
Quotations: Quotations issued by the Company remain valid for 30 days from their date of issue, unless otherwise stated in the particular quotation. All quotations are
given without compromise to the Company and the Company may alter or withdraw any quotation without notice at any time prior to the Client´s acceptance.
Purchase Price: All prices for Goods supplied by the Company unless otherwise stated are ex-factory, and therefore exclusive of all disbursements and taxes,
including sales taxes (i.e. VAT), which shall be payable by the Client in addition to the Price.
Terms of Payment: (i) 50% of the total Price, including all disbursements and taxes, shall be paid by the Client upon confirmation of the order; (ii) and 50% of the total
Price, including all disbursements and taxes, shall be paid by the Client prior to shipping the Goods. If the Client fails to make any payment to the Company by the date
due mentioned previous in this Clause, the Company may, in its sole discretion (and without prejudice to any other rights or remedies available to it) require the Client to
pay, on demand, default interest on any amount outstanding at 20% per month accruing on a daily basis from the due date for payment until the date when payment is
actually made.
Delivery and Risk: Every Sales Agreement, contract, order or purchase by the Client shall be made under Ex-works (C/Poliesportiu 19, Massanassa) Incoterms 2020
conditions. This means that the Company delivers and therefore transfers to the Client any risk in relation to the Goods when it places the Goods at the disposal of the
Client at the Company´s premises. Cost of packing, transportation, installation, and insurances and any other cost that may arise after Delivery shall be borne by the
Client.
Complementary services: the Company may arrange for any packing, transportation, installation, insurance, customs duties and any other taxes at the Client’s
request, prior to acceptance of the Company (hereinafter “the complementary services”). If the Company agrees to provide the same to the Client, the Client shall pay all
packing, transportation, installation, insurance costs, customs duties and any other taxes which shall be treated as a disbursement in addition to the Price.
Notwithstanding the above in case the Company provides these complementary services paid by the Client, this would not affect the distribution of risks as provided for in
Clause 7. The Company shall select the most appropriate form of providing these complementary services in its discretion.
Retention of Title Clause: The title to the Goods shall not pass to the Client until the Company receives payment in full for the Goods and Services.
Limited Warranty: The Company warrants its products, provided always normal and diligent usage by the Client, to be free of production defects for a period of 2
years from the date of dispatch or 32000 miles, whichever occurs first. However, if the Goods are used for racing, trialing, training, preparing for a race, or are used on a
boat subject to commercial operation, warranty period shall not exceed 12 months. In any case, no claim shall be included in the warranty nor accepted by the Company
resulting from: (i) failures or defects due to use of products in applications for which they are not intended; (ii) failures or defects due to corrosion, ultraviolet degradation,
wear and tear, improper installation, or improper maintenance; and (iii) failures or defects due to conditions that exceed the product´s performance specifications.
Defects and returns: The Client must give the Company written notice of any alleged defect of any Goods no later than 15 days from receiving the Goods or 5 days
after the circumstances giving rise to a warranty claim as set forth in Clause 10 became discoverable, unless expressly agreed otherwise (hereinafter “ Defect Notice”).
Upon receipt of a Defect Notice the Company may, at its discretion, require the Client to return at the Client´s cost the relevant Goods to the Company for inspection.
Where the Company determines, in its sole discretion, that the Defect Notice was validly given, the Company would, in its sole discretion, either repair or replace the
defective or non-complying Goods or refund the price paid by the Client for such Goods. If the Client does not issue a Defect Notice within the specified period, the Client
will be deemed to have accepted such Goods as being free of defects and complying with all relevant specifications. No warranty claim shall in any case exceed the
original contract price.
Delivery times: All delivery times provided by the Company are approximate. In no event shall the Client be entitled to claim any compensation and/or indemnity
from the Company for any delays, whether or not attributable to the Company.
Installation: The Client accepts to carefully follow the instructions for the installation of the Goods from the Company and/or any of its employees, partners, agents,
or affiliates. Any incident regarding improper installation shall be exclusive responsibility of the Client if the above-mentioned instructions are not strictly followed by the
Client.
Maintenance: (i) The Client undertakes to carry out thorough and regular visual inspection of all items and any other equipment related to the Goods, specially but
not limited to pre & post sailing and always after every race or crossing; (ii) Client undertakes to annually contract a thorough inspection to be done by a technician from
the Company at the sole expense of the Client, unless otherwise agreed with the Company. In the event of non-compliance with its maintenance obligations, no claim for
damages, defects or warranty claims will be accepted by the Company.
Cancellation and Termination: Cancellation or termination of the Sales agreement, contract, order or purchase shall not discharge any preexisting liability of the
Client to the Company. In case the Client wishes to cancellate or terminate the Sales agreement, contract, order or purchase after the order has been accepted by the
Company, the Client expressly accepts to pay 50% of the pending Purchase Price.
Limitation of liability: Without prejudice to Clause 10, the Company’s aggregate liability under every Sales agreement, contract, order or purchase whether for
negligence, breach of contract, breach of statutory duty, misrepresentation, restitution or otherwise shall in no circumstance exceed the total Price of the Goods paid by
the Client. In no event shall the Company, nor its directors, employees, partners, agents, suppliers, or affiliates, shall be liable for any indirect, incidental, consequential or
punitive damages, including without limitation, loss of profits, data, use, goodwill, or other any damages to yachts, equipment or other property, or persons due to any
failure of the Goods.
Intellectual Property Rights: Any drawing specifications or other technical information supplied to the Client by the Company is provided on the express
understanding that the Client will not give, loan, exhibit or sell such drawings, specifications, or technical information to any third party.
Force Majeure: Any Contract may be cancelled or suspended in whole or in part by the Company without liability on its part for any loss or damage arising directly or
indirectly from such cancellation or suspension, happening as a result of any Act of God, pandemic, war, legislation, breakdown of machinery, inability to obtain supplies,
inability to obtain raw materials, equipment, fuel, power of transportation, inability to obtain any necessary import or other licenses or consents of any governmental
authority or any other circumstances whatsoever beyond the Company´s control.
Subcontracting: The Company shall be entitled to subcontract the performance of its obligations to any subcontractor.
Jurisdiction and Applicable Law: Any issue, question or dispute concerning the enforceability and interpretation of this GTC and/or arising from or in connection
with the Sales agreement, contract, order or purchase by the Client, shall be governed by Spanish Law and the Company and the Client hereby jointly and irrevocably
submit to the exclusive jurisdiction of the First Instance Courts of Valencia (Spain) in case any court proceedings are to be initiated.
Place of performance: The place of performance of any obligation arising from any Sales agreement, contract, order or purchase by the Client is C/Poliesportiu 19,
Massanassa 46470 Valencia (Spain).
Entire Agreement: With respect to any Sales agreement, contract, order or purchase by the Client this GTC constitute the entire agreement between the parties and
supersede all previous understandings, arrangements, agreements and communications, whether verbal or written, between the parties or their advisers with respect to
that subject matter. In case one of the previous Clauses becomes unenforceable the rest of the Clauses shall continue to be valid.
