General Terms and Conditions of Vessel Sales

NEWERA – YACHTING, podjetje za trženje in storitve d.o.o. (hereinafter: the Seller) Version 1.0 | Effective Date: March 15, 2026

1. GENERAL PROVISIONS

These General Terms and Conditions of Vessel Sales (hereinafter: “General Terms”) govern the mutual rights and obligations between the vessel seller (hereinafter: “Seller”) and the buyer (hereinafter: “Buyer”) regarding the sale and purchase of vessels and related equipment. These General Terms are an integral part of every offer and vessel sale agreement concluded between the Seller and the Buyer.

By placing an order (accepting an offer) or signing a contract, the Buyer confirms they have read, understood, and accepted these General Terms in their entirety. If individual provisions of these General Terms conflict with the mandatory provisions of valid legislation in the Republic of Slovenia—specifically the Obligations Code (OZ), the Consumer Protection Act (ZVPot-1), and the Personal Data Protection Act (ZVOP-2)—the valid legal provisions shall apply directly instead, while the remaining provisions of the General Terms remain in force.

The Seller reserves the right to change the General Terms. Changes take effect upon publication on the Seller’s website or via notice to the Buyer, but they do not affect contracts concluded prior to the change.

2. DEFINITION OF PARTIES

2.1 Seller

The Seller under these General Terms is:

Newera – yachting, podjetje za trženje in storitve d.o.o.

Address: Celarčeva ulica 12, 1000 Ljubljana, Slovenija

Registration Number: 9862625000

Tax ID: SI 31357083

The Seller is registered to perform the activity of selling vessels and related services.

2.2 Buyer

The Buyer under these General Terms is any natural or legal person who purchases or intends to purchase a vessel from the Seller based on a written contract or a confirmed offer. The Buyer can be:

  • A natural person (consumer or sole proprietor) concluding the contract in their own name;
  • A legal person (commercial company, institute, association, or other legal entity) represented by an authorized representative.

3. CONCLUSION OF CONTRACT AND ORDER PROCESS

The sales contract is considered concluded on the day the Buyer and Seller sign the Vessel Purchase Agreement or when the Buyer confirms the Seller’s offer (written, oral, or by conclusive action, such as making an deposit payment).

Before concluding the contract, the Seller must provide the Buyer with a written offer containing:

  • A precise description of the vessel (make, model, type, technical specifications);
  • The total purchase price;
  • The estimated delivery date;
  • These General Terms as an annex.

The Buyer must accept or reject the offer within the period specified in the offer. If no period is specified, the offer remains valid for 15 (fifteen) days from the date of issue.

4. BUYER IDENTIFICATION (KYC – KNOW YOUR CUSTOMER)

In accordance with Slovenian and European legislation, particularly the Prevention of Money Laundering and Terrorist Financing Act (ZPPDFT-2), the Seller is obliged to perform a Buyer identification procedure before concluding the contract.

4.1 Mandatory Identification Documents

Natural persons must provide:

  • A valid identity document (ID card or passport);
  • Tax number;
  • Permanent or temporary residence address;
  • Bank and IBAN details for settling contractual obligations.

 

Legal persons must provide:

  • An extract from the court register (not older than 3 months);
  • Registration and tax numbers;
  • Name, surname, and ID document of the legal representative;
  • Data on the Ultimate Beneficial Owner (UBO) in accordance with ZPPDFT-2;
  • Bank and IBAN details.

 

The Seller reserves the right to request additional documents or explanations if required by law or if there is doubt regarding the authenticity of the submitted data.

4.2 Refusal to Conclude the Contract

The Seller is entitled to refuse to conclude the contract if the Buyer does not provide the required identification documents within a reasonable timeframe or if there are justified grounds for suspicion of money laundering or terrorist financing. In such cases, the Seller bears no liability for damages to the Buyer.

5. PRICE AND PAYMENT TERMS

The purchase price is stated in the written offer or contract. All prices are in Euros (EUR) and do not include fees, registration costs, insurance premiums, or delivery/transport costs unless explicitly stated otherwise.

5.1 Payment Dynamics

The Buyer undertakes to settle the purchase price as follows:

 

Payment Type Amount (% of price) Payment Deadline Purpose
Deposit (Reservation) 10% of purchase price Upon signing contract / confirming offer Vessel reservation confirmation
Advance payment (Pre-production) 30% of purchase price Before production starts, upon Seller’s request Confirmation of production launch
Remaining Payment 60% of purchase price No later than 2 months before scheduled delivery Final settlement before delivery

 

5.2 Deposit and Reservation

By paying the 10% deposit, the Buyer confirms the reservation of the specified vessel. The Seller is then bound not to offer the vessel to third parties within the agreed timeframe. The deposit is credited toward the total purchase price upon delivery.

5.3 Advance payment Before Production

The 30%  Advance payment is a condition for starting or continuing the production/ordering process. The Seller will notify the Buyer in writing of the payment deadline at least 10 days in advance. Failure to pay allows the Seller to freeze or terminate production at the Buyer’s expense.

5.4 Final Payment

The remaining 60% must be paid no later than 2 months before the scheduled delivery date. The Seller will remind the Buyer in writing at least 15 days before the deadline. Delivery is not possible until the full purchase price is settled.

5.5 Late Payment

In case of delay, the Buyer is liable for statutory default interest. If the delay exceeds 14 days, the Seller may suspend all production activity, and the delivery date will be extended proportionally without liability for damages.

6. DELIVERY TERMS AND CONDITIONS

The estimated delivery date is stated in the contract or offer. The delivery period begins only after receipt of the deposit and all required KYC documents in accordance with Article 4 of these General Terms and Conditions.

The Seller is not responsible for delays caused by circumstances beyond their control (Force Majeure, supplier delays, supply chain disruptions, strikes, natural disasters, or government measures). In such cases, the deadline is extended accordingly, and the Buyer is not entitled to compensation. The Buyer must take delivery within 14 days of being notified that the vessel is ready; otherwise, storage and security costs will be charged to the Buyer.

7. WITHDRAWAL FROM CONTRACT AND CONSEQUENCES

7.1 Withdrawal by the Buyer

The Buyer may withdraw via written notice. Financial consequences depend on the timing:

 

Stage of withdrawal Financial consequences for the Buyer
Before production starts Seller retains the 10% deposit as liquidated damages.
After production starts Seller retains the 10% deposit and 30% advance payment. Seller may also claim reimbursement for all additional costs incurred.
After final payment / just before delivery Seller is entitled to retain the entire purchase price and claim full compensation for damages, including lost profits.

 

7.2 Compensation Claims

In the event of an unjustified withdrawal from the contract by the Buyer, the Seller is entitled, in addition to retaining the amounts paid in accordance with the table above, to claim all additional actual damages incurred due to the unjustified withdrawal, which specifically includes:

  • costs of work already performed, and materials and components already ordered;
  • costs of storage and insurance of the vessel in the case of already completed or partially completed production;
  • loss of expected profit, insofar as the vessel cannot be sold at the same price within a reasonable timeframe;
  • administrative and legal costs incurred by enforcing the claim for damages.

The Seller shall notify the Buyer in writing of the amount of the damage claim, stating the evidence for the incurred damage. The Buyer is obliged to settle the compensation within 30 (thirty) days of receiving the claim.

7.3 Withdrawal by the Seller

The Seller has the right to withdraw from the contract in the event of:

  • failure to settle any payment installment on time;
  • failure to submit the required identification documents;
  • the occurrence of circumstances indicating the Buyer’s inability to pay (e.g., insolvency)

Before exercising the right to withdraw, the Seller shall warn the Buyer in writing and set an additional deadline for fulfillment, which cannot be shorter than 8 (eight) days. If the Buyer does not fulfill their obligations within this period, the Seller shall send a written statement of withdrawal. In this case, the Seller has the right to retain all paid amounts and to claim damages.

8. TRANSFER OF OWNERSHIP AND RISK

Ownership of the vessel passes to the Buyer only upon final settlement of the full purchase price. Until then, the vessel remains in the exclusive ownership of the Seller.

The risk of accidental destruction or damage to the vessel passes to the Buyer on the day of taking over the vessel, regardless of the transfer of ownership.

Until the transfer of ownership, the Buyer may not encumber, sell, lease, or otherwise dispose of the vessel without the express written consent of the Seller.

9. WARRANTY AND COMPLAINT PROCEDURE

The Seller provides a warranty for the vessel in accordance with the warranty conditions of the vessel manufacturer. The warranty period and conditions are stated in the warranty certificate, which the Buyer receives upon taking over the vessel.

Claims for hidden defects must be filed by the Buyer in writing within 2 (two) months of discovering the defect, otherwise, the rights under the warranty are lost. The Buyer must accurately describe the defect and, if possible, provide photographic documentation. The Seller will handle the complaint within the legally prescribed timeframes.

The warranty does not apply to defects resulting from improper use, maintenance, or modification of the vessel without the Seller’s consent.

10. PERSONAL DATA PROTECTION AND DATA PROCESSING

The Seller collects and processes the Buyer’s personal data in accordance with Regulation (EU) 2016/679 (GDPR), the Personal Data Protection Act (ZVOP-2), and other applicable regulations.

10.1 Purpose and Legal Basis of Processing

The Buyer’s personal data is processed for the following purposes:

  • conclusion and implementation of the sales contract;
  • fulfillment of legal obligations, including the requirements of ZPPDFT-2 and tax legislation;
  • resolution of potential disputes and enforcement of damage claims.

10.2 Categories of Data

The Seller processes the following categories of personal data: identification data (name, surname, date of birth), contact data (address, email, telephone), financial data (transaction account, payment data), and data from identification documents.

10.3 Data Retention

The Seller will store personal data for the entire duration of the contractual relationship and, after its conclusion, for as long as necessary to fulfill legal obligations (generally 10 years for accounting and tax records) or until the statute of limitations for any claim.

10.4 Buyer’s Rights

The Buyer has the right to access their personal data, to correction, deletion (subject to conditions), restriction of processing, data portability, and to object to processing. The Buyer shall address requests regarding their rights to the Seller.

10.5 Buyer’s Consent

By concluding the contract (also applicable to the confirmation of an offer) and submitting the required data, the Buyer confirms that they are acquainted with the processing of their personal data for the purposes described in this article and that they agree to the processing of personal data insofar as it is based on consent. The Buyer may withdraw their consent at any time, whereby the withdrawal of consent does not affect the lawfulness of processing prior to the withdrawal.

11. DISPUTE RESOLUTION AND JURISDICTION

The Seller and the Buyer will strive to resolve all disputes amicably. In the event of a dispute, the Buyer may send a written complaint to the Seller, to which the Seller will respond within 15 (fifteen) working days.

The court in Ljubljana has jurisdiction for resolving disputes, except in cases where the law determines the exclusive competence of another court. For consumer disputes, competence applies in accordance with ZVPot-1.

The law of the Republic of Slovenia applies to these General Terms and all contracts concluded in accordance with them.

12. FINAL PROVISIONS

These General Terms enter into force on the date stated on the cover page. All changes to the General Terms will be communicated to the Buyer in writing or by publication on the Seller’s website.

The invalidity of an individual provision of these General Terms does not affect the validity of the remaining provisions.

All notices sent in writing in accordance with these General Terms must be forwarded to the address or email address of the party stated in the contract, or to the address that the party subsequently communicates in writing.

These General Terms are drawn up in the Slovenian language, which is also the explanatory language in case of ambiguities or disputes. Translation into another language is intended to inform the Buyer of the general terms. For the purposes of interpreting the terms, the original in the Slovenian language shall be used.

 

CONFIRMATION OF GENERAL TERMS

By signing the contract or confirming the Seller’s offer, the Buyer declares that they have read, understood, and accepted these General Terms in full and that they agree with all their provisions, including the provisions on payment terms, identification, processing of personal data, and the consequences of unjustified withdrawal from the contract.