TERMS & CONDITIONS

NEWPORT RIGGING GROUP TERMS & CONDITIONS

Newport Rigging Group, LLC Terms and Conditions

1.Terms and Conditions General: The following terms and conditions issued by Newport Rigging Group LLC (the “Company”) apply to any Estimate, which upon acceptance becomes a binding contract (“Contract” or “Agreement”) incorporating these terms and conditions (“Conditions”). Acceptance by the Customer of the provision of the Services and/or the supply of the Goods, where there is no formal Estimate, shall also be deemed to constitute unqualified acceptance of these Conditions. “Goods” and “Services” mean the subject matter of the Estimate or any other Goods and Services provided by the Company... Any modification or variation of these Conditions is valid only if in writing and signed by an authorized representative of the Company.

2. Estimates: Estimates issued by the Company remain valid for 45 days from their date, unless otherwise stated in the particular Estimate, and are exclusive of sales, GST or other applicable taxes.

All Estimates are given without obligation and the Company may alter or withdraw any Estimate without notice at any time before the Customer's acceptance.

Estimates may be issued subject to approval of the Customer's credit.

3. Agreements: All services of goods provided by the Company are made subject to these Conditions, which supersede any previous terms and conditions . No other terms, conditions or representations shall be incorporated, unless made in writing and signed on behalf of the Company.

4. Pricing: All prices for Goods supplied by the Company are ex-factory and unless otherwise stated, all prices, expenses and costs are exclusive of sales, GST, or other applicable taxes. Any such taxes shall be payable by the customer in addition to the sales price.

At the Customer’s request, the Company will arrange all packing, transportation, and delivery. All packing, transportation, carriage and delivery costs and charges, including but not limited to insurance in transit and customs and brokerage fees, are due and payable by the Customer in addition to Sales price. The Company is entitled to use any means of transport and carrier it may select.

5. Payment: Where credit terms have not been agreed by the Company, a deposit of 50% of the quotation price in the Estimate shall be payable at the time of order and the balance shall be payable before shipment or on delivery. Where credit terms are agreed by the Company, payment shall be made by the due date, as specified in the Company’s invoice to the Customer. Commencement of any credit term agreed is the date of the relevant Goods sales invoice.

Time shall be the essence for payment and the Customer will be liable to pay interest on all overdue accounts at the rate of 20% per annum. For this purpose, interest shall accrue daily whether before or after judgment and "payment" shall mean receipt of freely available funds in the Company's account.

The Company reserves the right without prejudice to any other rights it may have, to cancel and/or suspend any Contract and shall have a general lien on all the Customer's property and materials in its possession until payment of any overdue accounts and interest has been received in full by it in respect of that or any previous Agreement or Contract.

6. Delivery and Risk: The Company shall make all reasonable efforts to effect delivery of Goods within the time or by the dates stipulated in quotations, but these times and dates are given and intended as estimates only and the Company shall not be liable for any direct or indirect loss or damage caused to the Customer by delivery beyond the dates given.

If the Company’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer’s personnel including any breach of its obligations set forth in the Estimate or the Conditions, or any delay in providing access to the Yacht, or otherwise, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay and the Company shall be entitled to recover from the Customer any costs or expenses of whatever nature incurred by the Company as a result of any such prevention or delay. The Customer acknowledges and agrees that any estimated delivery or performance date will be adjusted accordingly.

If no time for delivery is specified in the Estimate, the Customer shall be bound to accept the Goods and Services when they are ready for delivery by the Company.

The Company may at its discretion make deliveries by installments whether or not this is provided for in the relevant quotation or acknowledgement of order.

The Company shall not be liable (and the price if unpaid shall remain payable) for any loss of or damage to Goods in transit.

Risk in the Goods shall pass to the Customer on delivery.

7. Limited Warranty:
Services - The Company warrants that the Services will be performed in a good and workmanlike manner (“Services Warranty”). This Services Warranty is valid for a period of 90 days from the date the Services are performed. Customer’s sole and exclusive remedy, and The Company’s entire liability under the Services Warranty, is the repair of any nonconforming portion of the Services. The Services Warranty is valid only if the boat is returned, at Customer’s expense, to one of the Company’s repair facilities. Any claim for repairs to be performed by someone other than the Company must be approved in writing by the Company prior to commencement of any work or this Limited Warranty will be voided. The Services Warranty extends only to the Customer for whom the Services were provided and not to subsequent owners or any other of the Customer’s successors and/or assigns. NRG PROVIDES NO OTHER WARRANTIES CONCERNING ITS SERVICES AND DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Parts - MANUFACTURER WARRANTIES ONLY: Any warranties on any Parts are limited only to those written warranties provided by the applicable Part’s manufacturer. EXCEPT FOR ANY SUCH WARRANTIES MADE BY MANUFACTURERS, THE PARTS ARE SOLD WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS EXPRESSLY DISCLAIMED. Determination of the suitability of the parts or material for the use contemplated by the Customer is the sole responsibility of the Customer, and the Company shall have no responsibility in connection with such suitability.

Also, The Company shall not be liable for any harm resulting from:

  1. failures due to use of products in applications for which they are not intended.

  2. failures due to corrosion, ultraviolet degradation, wear and tear, improper installation, or improper maintenance.

  3. failures due to conditions that exceed the product’s performance specifications.

  4. Any failure occurring while racing, trialing, training, or preparing for a race.

The Company shall not be responsible for shipping charges or installation expenses or labor associated with any warranty claims.

DISCLAIMER OF IMPLIED WARRANTIES: There are no warranties of merchantability, fitness for purpose, or any other kind, express or implied, and none shall be implied by law.

LIMITATIONS OF CONSEQUENTIAL DAMAGES: The Company shall not be liable for any consequential damages to yachts, equipment or other property, or persons due to any failure of the goods or services supplied. The company shall not be liable for loss of use or any associated costs due to any failure of the goods or services supplied.

WARRANTY NOTIFICATION: The Customer shall notify the Company as soon as practicable, or in any event, no later than 14 days after the circumstances giving rise to a warranty claim as set forth in Section 7 become discoverable. Upon written notification of a warranty claim by the Customer, the Company shall be given a reasonable amount of time to inspect and make a report on the claim.

8. Intellectual Property Rights: Any drawings specifications or other technical information supplied to the Customer by the Company in connection with an Agreement is provided on the express understanding that the Customer will not give, loan, exhibit or sell such drawings, specifications or technical information to any third party and that the Customer will not use them in any way except in connection with the

Goods or Services provided under the specific Contract concerned. The copyright in all documents provided by the Company will remain vested in the company.

9. Cancellation and Termination: Cancellation or termination of the Agreement shall not discharge any preexisting liability of the Customer to the Company and without prejudice to any other right or remedy of the Company in respect of any breach or any other matter arising under the Agreement.

Upon termination or cancellation at any time; (a) any license granted by the Company to the Customer in respect of Copyright Material or otherwise in connection with any Agreement shall automatically be revoked and the Customer shall forthwith return to the Company any documentation or materials which are the property of the Company and which are in its possession or under its control; and (b) any sums due to the Company shall become immediately payable.

10. Force Majeure: This Agreement may be canceled 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 in consequence of the prospect, happening or result of any dispute, Act of God, war, civil commotion, legislation, breakdown of machinery, inability to obtain supplies, inability to obtain raw materials, equipment, fuel, power or transportation, inability to obtain any necessary import or other licenses or consents of any governmental authority or any other cause or circumstances whatsoever beyond its control.

11. Waiver etc.: The Company shall not be deemed to have waived the protection of any of these Conditions by reason of any indulgence given to the Customer whether as to time or otherwise or by the undertaking of any work for or any delivery of Goods to the Customer whether undertaken or delivered with or without knowledge of the facts giving rise to a right to cease work or to cease making deliveries.

If any part of these Conditions is rendered void or unenforceable at law that part shall be severable from the remainder of these Conditions which shall remain in full force and effect.

12. Subcontracting: The Company shall be entitled to subcontract the performance of its obligations under this Agreement to experienced and competent subcontractors. No subcontracting by the Company shall in any way relieve the Company of its obligations under this Agreement.

13. Association with Customer: The Company may promote or advertise its association with the Customer pursuant to this Agreement and the provision of Goods and Services. The Customer agrees that such

promotion will include an acknowledgement of the Company, by way of the Company’s logo, displayed on the Goods.

14. Termination: The Company may terminate the Agreement with immediate effect by notice to the Customer

(a) if the Customer is in material breach of any obligation under the Agreement and, if the breach is capable of remedy, the Customer fails to remedy such breach within a period of thirty (30) days after being given notice by the Company thereof;

(b) if the Customer is unable to pay its debtor suffers any event which could reasonably be considered to indicate that he, she or it is insolvent or at serious risk of becoming so in the relatively near future including filing bankruptcy protection, or the appointment of an receiver; and

(c) if the Customer fails to pay by the due date any sum due and payable to the Company and such non-payment continues for more than five (5) working days following notification by the Company.

15. Choice of Law Jurisdiction and Venue: These Conditions and this Agreement shall in all respects be governed and construed in accordance with the laws of the United States of America and the State of Rhode Island irrespective of that state’s choice of law provisions. All claims and controversies between the parties shall be resolved either through mediation or, failing voluntary resolution, shall be resolved by arbitration to be held in Newport County and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

16. Rights and Duties: All rights and duties of the parties shall be governed exclusively by the Conditions and this Agreement. Neither party shall owe to the other any duty, of whatsoever nature, independent of, or concurrently with the Conditions and this Agreement, to the extent permitted by law.

17. No Construction Against Drafter: The Parties acknowledge that this Agreement and all the Conditions contained herein have been fully reviewed and that each party has had the opportunity to have legal representation and to negotiate the terms. Having acknowledged the foregoing, the Parties agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of this Agreement.

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