General terms and conditions

of H-PMC Ltd., represented by Managing Director Niels Hentschel, Erlenkamp 8, 22087 Hamburg (hereinafter H-PMC), regarding the services of H-PMC.

§ 1 Scope of application

Any legal relationships between H-PMC and its customer (hereinafter C) are according to the following policy. The C’s general terms and conditions do not form part of the contract, unless previously agreed upon in writing. Following terms and conditions are always valid and services will be rendered without reservations even if H-PMC is aware of any deviant or contrary conditions presented by the C.

§ 2 Services rendered by H-PMC

(1) H-PMC will consult the C on a shipping, offshore or yacht construction project. Within the agenda of the project, H-PMC will render consultancy and support services (hereinafter consultancy services) according to and in coordination with the C’s instructions.

(2) H-PMC consultancy may include the following services in particular:

(a) Proactive provision of specialised knowledge;

(b) Planning and preparing projects; in particular: tendering projects; applying due diligence; supporting contract negotiations and conclusion;

(c) Demand and viability analyses support;

(d) Sounding out relevant provider markets, tendering support and applying due diligence.

(e) Requirements specification scheme support;

(f) Auditing support for consistency and viability of the requirements specification scheme;

(g) Project monitoring support during the preparation phase regarding compliance with the requirements specification scheme and meeting deadlines;

(h) Project acceptance support.

(3) Generally, H-PMC is not entitled to represent the C in dealings with third parties, particularly not in negotiations or declaring the C’s will to further effect, unless the C expressly consents.

(4) H-PMC will render consultancy services with the utmost care and diligence according to the latest, established, state-of-the-art technologies. According to each individual case, H-PMC will apply generally recommended procedures and industrial standards or specific terms, methods and application practices after consulting the C.

(5) Fundamentally, H-PMC is free to choose a place of fulfilment. Should specific services require presence at a certain location, H-PMC must render the services at that same place.

(6) H-PMC is free to determine performance schedules. However, H-PMC agrees to coordinate all collaborating parties and make sure that deadlines are met in accordance with the C.

(7) H-PMC renders all consultancy services using its own staff and can employ subcontractors to do so in accordance with the C.

(8) In the framework of rendering its consultancy services, H-PMC is entitled to carry out or commission investigations, tests and/or measures, make enquiries and gather information, do research, perform inspections, take or commission photos and make or commission drawings without requiring the C’s specific consent to do so.

§ 3 Customer obligation duties

(1) The C is obliged to foster H-PMC’s consulting services by appropriately participating. He will especially afford the necessary information and data and provide H-PMC staff and their agents with essential access to the place of fulfilment. The C must make all required documents for performing consultancy services available to H-PMC (eg sketches, calculations, construction data, correspondence, photos), free of charge and in good time. H-PMC will be informed of any procedures and circumstances key to performing consultancy services in due time without having to request them.

(2) The C will assign a contact person and a representative as reference for all matters concerning the project. They should be adequately trained and either be able make or effect decisions promptly. Moreover, the C will source staff members or agents who have the relevant skills to complete the realisation of the project.

(3) Should the C not attend to his obligation to cooperate and subsequently obstruct H-PMC in its attempts to render consultancy services fully or partially within due time, the agreed period will be extended accordingly.

§ 4 Remuneration and reimbursement of expenditures

(1) For its consultancy services, H-PMC will receive remuneration according to the agreement reached between both parties. H-PMC is entitled to demand a 50% down payment on the agreed total. In case a remuneration agreement has not been made, the respective cost rates, according to current H-PMC Ltd. service fee lists, will apply and deem as agreed.

(2) H-PMC can claim for compensation of the required expenditures, resulting from the provided consultancy services.

(3) Unless the parties have agreed otherwise, H-PMC is entitled to a monthly accounting report stating the executed activities and incurred expenses.

(4) Remuneration and reimbursement of expenditures shall be paid within 14 days after receiving the invoice.

§ 5 Duration and annulment of a contract

(1) The contractual relationship begins with the acceptance and confirmation of an order by H-PMC and is valid for an indefinite period, unless the consenting parties have agreed otherwise.

(2) Each party is entitled to end the contractual relationship within a two-week term at the end of each calendar month. This does not affect both parties’ right to instantly annul the contract for significant reasons. Any annulments must be in writing.

(3) Should the C annul the contract, H-PMC has the right to claim the contractually agreed remuneration, discounting saved costs and expenditures.

§ 6 Grant of rights

(1) All records and works, specifically documents, photos, drawings, presentations and drafts that are created by H-PMC activities within the agenda of consultancy services are regarded as ‘work results’.

(2) H-PMC grants the C the rights to all work results upon full payment of remuneration and on date of release. These rights are not limited to region, time or content; they include the unlimited right to all agreed types of usage or to usage that serves the purpose of the contract. These rights are non-exclusive, non-transferable and cannot be sublicensed. The C is not authorised to publish or grant public access to these work results, may not pass them on to third parties alien to their purpose or use them for advertising, unless H-PMC specifically agrees or consents.

§ 7 Liability

(1) The C’s claims for compensation of damages or reimbursement of frustrated expenditure are irrespective of a claim’s legal nature and adhere to the following clause.

(2) For damages arising from wrongful death, personal injury or health impairment due to a wilful or grossly negligent breach of an obligation caused by H-PMC or committed intentionally or through gross negligence by an H-PMC legal representative or agent, H-PMC is fully liable. For any remaining liability claims, H-PMC is only fully liable in case of absence of a warranted property or intent and gross negligence.

(3) H-PMC is only liable for slight negligence in case an obligation has been breached due to the proper fulfilment that constitutes a condition sine qua non and on the fulfilment of which the contract regularly relies, which jeopardizes the achievement of the purpose of the contract and on whose fulfilment the C may regularly rely (essential contractual obligation). Liability due to a breach of essential obligation is limited to predictable contract damages and covers the amount of EURO 1m (one million) per claim. This also applies to lost profits and lost savings. Liability for distant consequential damages is excluded.

(4) The aforementioned terms apply to all staff members, representatives and agents of H-PMC.

(5) Liability in accordance with the German Product Liability Act shall remain unaffected.

(6) In case the C is a businessperson, a legal entity under public law or a special fund under public law, any possible liability claims shall expire within a year.

§ 8 Final provisions

(1) Any amendments or additions made to this policy must be in writing. This written form requirement also applies to the cancellation of the same.

(2) The C is not entitled to set off counterclaims against H-PMC claims unless the counterclaims are uncontested or have been legally established. Provided the C is a consumer, he is entitled to counterclaims against H-PMC claims even if these are being enforced from the same contract. Retention rights shall only be permitted if there are claims that result from the corresponding contract. The C’s claims against H-PMC cannot be assigned to third parties.

(3) The designated place of fulfilment is at H-PMC registered offices. Exclusive jurisdiction is at H-PMC registered offices provided the C is a businessperson, a legal entity under public law or a special fund under public law.

(4) Solely the laws of the Federal Republic of Germany apply for this policy and exclude any international or supranational legal systems (for contracts).

(5) Should individual regulations of the above policy be unsound, the validity of the remaining regulations is not affected. The parties will endeavour to replace the invalid regulation with one that best serves the purpose of the contract legally and economically. The same applies to possible loopholes in this policy.