FMC – FINNSHIP MARINE CONSULTANTS LTD

Standard Terms and Conditions

1. Definitions

A. COMPANY means Finnship Marine Consultants Ltd , the Marine Adviser/Consultant/Surveyor/Superintendent /Manager Provider of Marine Services, carrying out business in accordance with its Articles and the Terms and Conditions set out into this document.
B. CLIENT means the party at whose request and/or instructions the Company undertakes marine services. Unless otherwise indicated by the Client upon its initial request to the Company and readily accepted by the latter, it is understood and agreed upon that such services will be considered as being provided for and on behalf of the Client at the costs and expenses of the same.
C. SERVANTS/AGENTS means the Company´s representatives/associated service providers /employees/substitutes/independent subcontractors/scientific and/or technical experts or other appropriate independent ad hoc associates at its discretion.
D. REPORT means any Report or Certificate or Statement or Information supplied by the Company in connection with the instructions received from the Client.
E. FEES means the fees charged by the Company to the Client including any value added tax where applicable.
F. EXPENSES means the cost of all reasonable photography, reproduction of drawings, diagrams, sketches, printing, duplicating, satellite transmission and telecommunication expenses and all appropriate expenses including travel, refreshments, meals and hotel accommodation where overnight stay is necessary ( excluding possible prepaid flight tickets and hotel reservations by the Client ) and all other disbursements made for the purposes of carrying out the instructions of the Client.

2. Scope

The Company shall provide its services solely in accordance with the Articles in written contract agreements and the Terms and Conditions contained herein.

3. Work

A. The Client will set out in writing its instructions regarding the services which it requires the Company to provide.
B. The Company will confirm in writing its acceptance of the Client´s instructions, alternatively what services it will perform in connection with the same and any subsequent changes or additions must be agreed by both parties in writing.
C. Once the Company and the Client have mutually agreed what services are to be performed the written contract agreement with all related articles including also details of service work description, amount of fees to be charged by the Company and schedule of payments by the Client to be issued and signed by both parties and officially verified by the Public Notary.

4. Servants  & Agents

The Company is entitled and empowered to carry out any of its services by using the services of its Servants/Agents including independent subcontractors acting on its behalf without any obligation and responsibility on their part towards the Client; and the Company will assume such responsibility as if it were its own and shall remain fully liable for the due performance of its obligations in accordance with the present Terms and Conditions, for any proven loss/or damage of the Client caused only by proved negligence, gross negligence or willful default of the Servants/Agents in the performance of their services in respect of Client´s instructions.

5. Fees  & Expenses  & Payments

A. Fees are negotiable and as per mutual agreement with the Client set out into each written contract agreement based on each specific service assignment.
B. The Company will at the completion of the each service assignment produce a Bill of all Expenses incurred with all available receipts in connection with a specific case which will be send to Client´s attention for a reimbursement in due course.
C. Client shall pay all Company´s Fees punctually whether part -or final payments in accordance with the written contract agreement as per Clause 3C. and in any event not later than 30 days following the relevant due date.
D. Any delay in payment shall entitle the Company to charge interest as per reference rate of the European Central Bank – ECB + 7.00% all payable in Euros.

6. Obligations  & Responsibilities

A. The Client undertakes to ensure that full and clear instructions and appropriate necessary information specifics are given to the Company in such sufficient time as to enable the required services to be performed timely, effectively and efficiently and to procure all necessary access for the Company to goods, premises, vessels, installations and transport and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions. The Company shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions.
B. The Company shall use reasonable care and skill in the performance of its services in accordance with sound international marine services practice.
C. The Company shall issue and submit a final written report to the Client following completion of the agreed services describing the Company´s findings and the condition and/or quality of the specific object and/or purpose of the assignment, unless otherwise expressly instructed by the Client not to do so.
D. The Company undertakes not to disclose any information provided in confidence by the Client to any third party and will not permit access to such information by any third party unless the Client expressly grants permission save where required to do so by an order of a Court of Law or other competent Authority.
E. The right of ownership in respect of all original works including Reports, Documents and Photographs created by the Company shall remain the intellectual property of the Company unless otherwise mutually agreed by the both parties.
F. The Company shall promptly notify the Client of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable or impossible for the Company to continue its involvement with the appointment. The Client shall be responsible for payment of the Company´s Fees and expenses incurred up to the date of the respective notification.

7. Liability  & Indemnity

A. Without prejudice to Clause 7D. the Company shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising unless same is proved to have resulted solely from the negligence, gross negligence or willful default of the Company or any of its Servants/Agents.
B. In the event that the loss, damage, delay or expense was caused by the proven negligence, gross negligence or wilful default of the Company then, the Company´s liability for any and all lawful causes thereof in respect of each incident or series of incidents giving rise to a claim or claims shall never exceed and will be limited to the total fees paid and payable by the Client to the Company for the respective assignment.
C. The Company shall not be liable for any loss of or damage to equipment and other items placed at its disposal by or on behalf of the Client however such loss or damage occurs, unless it is caused by the negligence or willful default of the Company or any of its Servants/Agents.
D. Except to the extent and solely for the amount herein set out that the Company would be liable under Clause 7B, the Client hereby undertakes and guarantees to keep the Company and/or its Servants/Agents and/or any other person/entity employed by the Company in relation with the Client´s instructions, fully indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Company may suffer or incur (either directly or indirectly) in the course of the services under these Terms and Conditions.

8. Force  Majeure

Neither the Company nor the Client shall, except as otherwise provided in these Conditions, be responsible or liable for any loss, damage, delay or failure in performance here under arising or resulting from act of GOD (including but not limited to earthquake, flood, tsunami, volcano eruption, hurricane, tornado, tropical storm, cyclone, blizzard), act of war, terrorist attack, nuclear contamination, seizure under legal process, epidemic guarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions -and arrest or restraint of princes, rulers or people and/or any occurrence of event constituting Force Majeure.

9. Insurance

The company shall effect and maintain at no cost to the Client, Professional Liability Insurance for such loss and damage for which the Company may be held liable to the Client under these Terms and Conditions.

10. Time  Bar

Any claims against the Company and/or its Servants/Agents made by the Client shall be deemed to be waived and absolutely time barred upon the expiry of one year from the submission date of the Report to the Client, or the date of the completion of the required services by the Company.

11. Jurisdiction  and Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of Finland and any dispute shall be subject to the exclusive jurisdiction of the Finnish Courts.