TERMS & CONDITIONSFOR ENGINEERING

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4. Delivery terms4.1 The agreed time for the delivery of documentation

or other Services from VMS is defined in the separate agreement. The Services shall be deemed received by the Customer when VMS sends initial documentation to the Customer for approval.

4.2 The agreed time for delivery presumes that required documentation and information from Customer to VMS regarding equipment, yard standard and other relevant information is received according to a schedule that enables VMS to produce drawings / perform necessary preparations in normal working time. If any of the technical information is modified or updated after VMS has received this documentation and VMS has started to produce drawings based on this information additional time shall be allowed.

4.3 All drawings and / or documents prepared by VMS shall be delivered by e-mail or at dedicated server to be agreed upon.

4.4 The delivery period shall begin when the contract is effective and the first down payment has been received by VMS. Delivery time may be increased by events due to Force Majeure.

5. Ownership5.1 The Design and Documentation shall remain the

intellectual property of VMS, even if not specifically so marked.

5.2 The copyright in all the aforesaid documents and their details is always reserved to VMS.

5.3 No document may be copied, published, sold or otherwise made accessible to third parties without VMS’ prior consent, with the only exception that Customer may disclose relevant documentation only to Owner, subcontractors, suppliers, vendors, employees and affiliates on a need to know basis in connection with the design, construction or operation of the vessel.

6. Modifications6.1 If any of the technical information is modified or

updated after VMS has received the documentation and VMS has started to produce drawings based on this information, the work necessary to modify documentation started by VMS shall be paid extra as per VMS standard rates applicable at the time of the modification work.

1. Purpose1.1 This Engineering Services Agreement (the

“Agreement”) is entered into by and between you/customer (“Customer” or “You”) and VMS Group A/S (in the following named VMS). All references to “VMS” in this Agreement will be deemed to be a reference to VMS Group A/S, Havnepladsen 12, DK-9900 Frederikshavn, Denmark.

1.2 VMS agrees to provide professional engineering / consulting services to customer (“Customer”) under the following general terms and conditions (the “Agreement”). By agreeing to have VMS perform professional engineering / consulting services for Customer, Customer agrees to be bound by this Agreement:

2. Services2.1 Customer shall build or rebuild or convert a

propulsion system or perform other technical maritime work to a vessel / rig or other vehicle based on documentation produced and owned by VMS.

3. Scope3.1 VMS is committed to deliver Documentation

and / or Project Management and / or Consulting Services according to a separate agreement. This documentation shall be produced in compliance with rules and regulations by Class and / or National Authorities, as specified in the technical building / rebuilding / conversion specification that is part of the building / rebuilding / conversion contract.

3.2 VMS will provide such resources and utilize such employees and / or consultants as it deems necessary to perform the Services. Customer agrees to furnish VMS with adequate technical assistance, network access, materials, and an environment suitable for VMS to be able to perform the Services. Customer further agrees to provide VMS with such technology owned or controlled by Customer (the ”Licensed Technology”) as VMS reasonably requires to perform the Services.

3.3 Customer and VMS agree to cooperate in good faith to achieve completion of the services in a timely and professional manner. VMS shall bear no liability or otherwise be responsible for delays in the provision of services or any portion thereof occasioned by Customer’s failure timely to complete a Customer task or adhere to a Customer schedule.

Terms and conditions for engineering

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6.2 Should any modifications of drawings and / or documents be required by Customer after Customer approval of these, such modifications will be charged as extra cost according to the work made necessary and as per VMS standard rates.

7. Language7.1 English language shall be used on all

documentation.

7.2 Local language text is to be applied on a safety plan, muster list and safety manuals where applicable.

8. Price / Estimate / Budget8.1 Price / Estimate / Budget for Design and

Documentation as well as for other supplemental services is defined in a separate agreement. Fees to Class and / or Authorities are not included in VMS’ price for documentation.

9. Payment Conditions9.1 Unless otherwise agreed, the conditions for fixed

price orders are as follows:

• At order 35%• When 1st document and / or project management

and / or other service is delivered to Customer 25%

• When 25% of the agreed documentation and / or project management and / or other service is delivered to Customer 25%

• When 75% of the agreed documentation and / or project management and / or other service is delivered to Customer 10%

• When 100% of the agreed documentation and / or project management and / or other service is delivered to Customer 5%

9.2 Payment shall neither be retained nor offset against any counter claim not approved by VMS. Invoices will be issued minimum 14 days before the date of the above payment condition.

9.3 For hourly based work, an invoice will be issued on monthly basis. Payment terms is 20 days after receipt of invoice.

9.4 Arrears will be subject to interest of 2% per month.

10. Notices10.1 Notices regarding contractual issues, with the

exception of claims, shall be sent by email to the

following address:

10.2 Attention: Project Manager Project (state VMS project No.) E-mail: vms@vms.dk

11. Liability11.1 Faults or defects

Faults or defects, if any, in documentation and / or calculations and / or project management / and or other service that are part of the VMS scope of supply and attributable to VMS fault will be rectified by VMS free of charge.

VMS is liable for defects in documentation and / or project management / and or other service from VMS if because of the defect the Customer has to rebuild already completed work, however liability is limited to a maximum of fifty (50%) percent of the contract sum for VMS documentation and / or calculations and / or project management and / or other service as specified in paragraph eight (8) and always limited to the maximum coverage in VMS liability insurance (can be forwarded upon request).

VMS has no liability for costs due to comments and approvals from Class, Authorities or Customer.

All VMS liabilities are based on the strict condition that the production starts after all approvals are completed. For lofting and isometric drawings VMS’ liability is limited to rectify the documentation, no other claims will be covered by VMS. Any monetary claims related to 11.1 shall be notified to VMS by registered mail within five (5) days after delivery of the defect documentation and / or project management and / or other service. Claims that are not so notified are precluded and prescribed.

No other penalties or liquidated damages shall apply.

11.2 Late Delivery

If any of the documentation, calculations and / or project management is not on schedule and all terms in clause Nos. 4, 6 and 9 are fulfilled by the Customer, VMS shall immediately advise the Customer, orally or in writing, of the action proposed to bring the work back on schedule. In so far the Customer suffers a loss due to late delivery from VMS, VMS is liable for such loss with the same limitations as described in clause 11.1 above. No other penalties or liquidated damages shall apply.

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11.3 Damages payable

The damages payable by VMS to Customer pursuant to clause 11.1 and 11.2 shall represent the exclusive monetary compensation payable by VMS to Customer, in respect of any gross negligence or faults on the part of VMS.

11.4 Consequential losses

VMS disclaims liability for indirect losses and other financial consequential losses, including, but not limited to, lost turnover and profit, operating losses, loss of interest, loss of contracts, loss of application and the like, loss of production, costs of capital, or costs or liability in connection with suspension of operations, failures and cost for replacement of components, equipment and structures.

12. Termination12.1 Either Party is entitled to withdraw from this

Contract if is proved that the conditions of the Contract are not fulfilled by the other Party for a period of thirty (30) days following receipt by the breaching Party of written notice from the non-breaching Party of such non-performance.

12.2 Deliveries, partial deliveries and preparatory work, as well as work already in hand or completed, shall be paid in full to the non-breaching Party.

13. Jurisdiction13.1 This agreement shall be governed by and construed

in accordance with the laws of Denmark. Any dispute or difference arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination or the legal relationships established by this Agreement, which cannot be settled amicably within sixty (60) calendar days from the notification by one Party to the other Party of such dispute, shall be resolved by arbitration and submitted to the Danish Institute of Arbitration and shall be finally settled in accordance with the rules of arbitration procedure adapted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The language of the arbitration shall be English. However, no Party shall be prevented from enforcing its own intellectual property right remedies, or seeking in the competent courts of any country an injunction or other interim remedy.

14. Severability14.1 The provisions of this contract are separable and

severable. If any provision, item or application of this contract is deemed to be invalid, in whole or in part, such invalidity shall not affect other provisions, items or applications of this contract which can be given effect without the invalid provision, item or application.

15. Assignment15.1 Neither Party hereto may assign this contract

without the prior consent of the other Party, provided, however, that Customer is free, on mere written notice to VMS to assign this contract to any parent, affiliate or subsidiary of Customer, but no such assignment by Customer shall relieve it of responsibility to VMS for the due performance of all obligations of the assignee under this contract.

Terms and conditions for engineering

VMS Group A/SHavnepladsen 12 9900 Frederikshavn DenmarkTel: +45 9622 1100 vms@vms.dk www.vms.dkCompany reg. no.: DK-27 21 56 29

October 2018