GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES
[Effective from 17 March 2020]

These General Terms and Conditions (hereinafter “these Conditions”) for the provision of services apply to every work/project carried out by “Argo Navis Marine Consulting & Engineering Ltd.” (in Greek “ΑΡΓΚΟ ΝΑΒΙΣ ΣΥΜΒΟΥΛΟΙ ΜΗΧΑΝΙΚΟΙ ΕΠΕ” and hereinafter “ARGO NAVIS”) and override, to the exclusion of, any other terms and/or conditions presented or invoked by any other party whatsoever, including the Customer (as hereinafter defined). However, in case of conflict between these Conditions and an Offer (as hereinafter defined), the terms of the Offer shall prevail.

1. Definitions

For the purposes of these Conditions:

1. 1 “Customer” means, jointly and severally, in any event the owner of the Vessel and (as the case may be) the manager of the Vessel, her demise charterer and any other party which has contracted with ARGO NAVIS for the particular services and is stated as a customer in ARGO NAVIS’ Offer and/or invoice. The manager and/or operator of a Vessel shall, unless otherwise advised to ARGO NAVIS in writing before the latter dispatches its respective Offer, be deemed as acting both for itself and for and on behalf of the owner of the Vessel under its express instructions.

1.2 “Vessel” shall include any vessel, ship, craft or object of whatever nature (whether or not coming within the usual meaning of the word “vessel”) to which ARGO NAVIS agrees to, at the request, express or implied, of the Customer, to render any service of whatever nature.

1.3 “Services” means the services which may be agreed in writing between ARGO NAVIS and the Customer, on the basis of ARGO NAVIS’ Offer, or which may be provided by ARGO NAVIS to the Customer whether on the basis of ARGO NAVIS’ Offer or otherwise.

1.4 “Fees” means the fees charged by ARGO NAVIS to the Customer and do not include any value added tax or equivalent as well as any bank/remittance charges of whatever nature, where applicable.

1.5 “Disbursements” means the cost of all reasonable photography, reproduction of drawings, diagrams, sketches and printing, duplicating and, where applicable, electronic transmission fees, and all other reasonable and appropriate expenses, to be incurred by ARGO NAVIS during the provision of Services, including, without limitation, travel and hotel accommodation where an overnight stay is necessary, local Agents fees, entrance permits and visa fees and other similar expenses.

1.6 “Offer” means the documents dispatched by ARGO NAVIS to the Customer which set out all the particular terms and conditions agreed in respect of any specific Services.

2. Owner’s representation by the Customer

If at the time of making an agreement in respect of performing Services or of rendering any service whatsoever to the Customer, the Customer is not the owner of the Vessel, the Customer hereby expressly and unreservedly represents and warrants that it is authorized to make and does make such agreement for and on behalf of the owner of the Vessel subject to each and all of these Conditions and agrees that both the Customer and the owner of the Vessel are bound jointly and severally by these Conditions as per the relevant Offer.

3. Orders

3.1 ARGO NAVIS’ written Offer, dispatched prior to the provision of Services which has not been contested in writing by the Customer before commencement ofprovisionof Services, shall be conclusive and irrefutable evidence that the Services have been ordered by the Customer, the identity of the latter and the price and other details of the provision thereof which shall be deemed as having being mutually agreed upon by ARGO NAVIS and the Customer.

3.2 The party(ies) stated in the relevant Offer of ARGO NAVIS as customer(s) / contracting party(ies) shall be deemed to be the party which has ordered the Services and which is obliged to pay for them on a joint and several basis, always together with, inter alia and without limitation, the owner of the Vessel.

4. Variations

Once ARGO NAVIS and the Customer have agreed what services are to be performed, any subsequent variations must be promptly agreed in writing between the parties, by specifying technical and commercial details, any variation of the delivery date and/or the deliverables as well as any additional costs involved. In the event of any delay on the part of the Customer to agree in writing the terms for the relevant variation, ARGO NAVIS shall be entitled, without limitation and without prejudice to any of its rights under  including but not limited to its right to collect its fees, to temporarily suspend and/or permanently cease the provision of Services until the variation has been agreed in writing by Client or to unilaterally terminate the contract without prejudice to any of its rights under  (including but not limited to its right to claim damages and/or any other form or compensation) and without said action on its (ARGO NAVIS’s) part constituting breach of contract or rendering it (ARGO NAVIS) liable to Customer for specific performance, damages or any other legal or equitable remedy on any grounds whatsoever.

5. Fees

5.1 The Customer shall pay for the Services to be rendered by ARGO NAVIS under, or in connection with, its Offer and in accordance with the Fees and Disbursements stated therein.

5.2 Any discounts shall be expressly agreed beforehand in writing, otherwise they shall be null, void and not binding on ARGO NAVIS. Such discounts and generally any special financial arrangements to be made between ARGO NAVIS and the Customer (inclusive of all amounts payable by the Customer to ARGO NAVIS for whatever reason), shall constitute strictly confidential information and shall not be disclosed by the Customer to any third party by any means whatsoever (including, without limitation, written, oral and/or electronic means such as e-mail, text etc) without the prior express written consent of ARGO NAVIS.

6. Terms of Payment

6.1 Payment of all sums due by the Customer shall be made by way of a bank remittance, free of bank and/or other expenses, fees and taxes whatsoever, within thirty (30) calendar days from the date of the issuance and presentation of the relevant invoice or debit note to it (Customer) or its agent (local or otherwise) for payment.

6.2 If at any time before the provision of the Services the financial standing of the Customer appears to ARGO NAVIS (in its absolute discretion) to have become impaired or unsatisfactory, ARGO NAVIS may require cash payment or security to be provided by the Customer prior to the provision of services, failing which ARGO NAVIS may, without limitation, unilaterally terminate the contract, in whole or in part, without incurring any liability of any kind whatsoever.

6.3 If at any time after provision of the Services but before the due date for the payment of the invoice or debit note the financial standing of the Customer appears to ARGO NAVIS (in its absolute discretion) to have become impaired or unsatisfactory, ARGO NAVIS may require from the Customer immediate full payment of all invoices due and/or not yet due or such security as it shall deem to be satisfactory to it (ARGO NAVIS) in its absolute discretion.In such a case (namely, if at any time after provision of the Services but before the due date for the payment of the invoice or debit note the financial standing of the Customer appears to ARGO NAVIS (in its absolute discretion) to have become impaired or unsatisfactory), all sums due to ARGO NAVIS in connection with the services provided to Customer shall, automatically and without further notice being required, become past due and ARGO NAVIS shall have the right to demand immediate and full payment thereof without prejudice to any other rights it may have under .

6.4 If any part of ARGO NAVIS’ invoice or debit note is genuinely in dispute, the Customer shall notify ARGO NAVIS immediately and in writing upon receipt of the invoice or the debit note which is in dispute, providing proper explanations in writing as to why it is disputing the disputed part of the invoice or the debit note and also timely pay the undisputed partwithin the time frame stipulated in the Offer. The parties shall endeavor to amicably resolve the dispute concerning part of the invoice or debit note without delay. If they fail to do so within thirty (30) calendar days after Customer informed ARGO NAVIS that it is disputing part of the latter party’s (ARGO NAVIS’s) invoice or debit note, the provisions of clause 22 of these Terms and Conditions shall apply. In the event that Client disputes any part of any of ARGO NAVIS’s invoices or debit notes, the later party (ARGO NAVIS) shall be entitled, without limitation and without prejudice to any of its rights under , to temporarily suspend and/or permanently cease the provision of Servicesuntil the dispute is resolved or to unilaterally terminate the contract without prejudice to any of its rights under  (including but not limited to its right to claim damages and/or any other form or compensation) and without said action on its (ARGO NAVIS’s) part constituting breach of contract or rendering it (ARGO NAVIS) liable to Customer for specific performance, damages or any other legal or equitable remedy on any grounds whatsoever. Such suspension or termination shall not relieve the Customer of any obligation undertaken by it by virtue of a contract so terminated

7. Overdue Accounts

7.1 All invoices or debit Notes issued pursuant to and in accordance with the terms of this agreement, which remain outstanding after a period of thirty (30) consecutive calendar days from the date of their issuance and presentation to the Customer or its agent shall be subject to a charge of default interest to incur at the rate of 2% per month or at the highest rate allowed by the Central Bank of Greece whichever is higher.

7.2 Non-payment of invoice/s or debit note/s exceeding a period of sixty (60) consecutive calendar days from the date of their respective issuance and presentation to the Customer or its agent shall automatically and without further notice being required cause the cancellation of any agreed discount or rebate which shall no longer be applicable and binding on ARGO NAVIS.

7.3 In the event that the Customer shall default in making any payment due, ARGO NAVIS may, in its absolute discretion,temporarily suspend and/or permanently cease the provision of Services until full payment of the sum due plus accrued interest is made or to unilaterally terminate the contract without prejudice to any of its rights under  (including but not limited to its right to claim damages and/or any other form or compensation) and without said action on its (ARGO NAVIS’s) part constituting breach of contract or rendering it (ARGO NAVIS) liable to Customer for specific performance, damages or any other legal or equitable remedy on any grounds whatsoever. Such suspension or termination shall not relieve the Customer of any obligation undertaken by it by virtue of a contract so terminated.

7.4 Where ARGO NAVIS has extended any kind of credit to a group of companies, default by any one relevant Customer of that group of companies in respect to any one invoice/debit note of ARGO NAVIS shall give the right to ARGO NAVIS to unilaterally voidany and all credit arrangements with all the group’s companies or with some of the group’s companies or even with one of the group’s companies in ARGO NAVIS’s absolute discretion, whereupon sub-clauses 7.5 and 7.6 of these Terms and Conditions shall apply mutatis-mutandis.

7.5 Where the Customer fails to pay timely, ARGO NAVIS has the right, without prejudice to its right to receive default interest and any other right is may have under these Terms and Conditions and/or by law and without limitation,to take all appropriate steps and legal measures to secure and enforce its claim; ARGO NAVIS may also unilaterally void any credit arrangements agreed with/extended to the Customer.

7.6 Any and all judicial, extrajudicial and associated costs and expenses, including but not limited to all the costs, expenses and disbursements of ARGO NAVIS’ lawyers and court baillifs, incurred in connection with the non payment or delayed payment or any other breach of these Terms and Conditions by the Customer or with the collection of any sums due to ARGO NAVIS by the Customer or with the enforcement of any decision or award against the Customer shall be for the Customer’s account, immediately payable by the latter to ARGO NAVIS. In case of litigation, the Customer shall pay, in addition to the costs and expenses set out above, all the relevant expenses of ARGO NAVIS, including but not limited to all its legal/lawyers’ and court baillifs’ costs.

7.7 The acceptance by ARGO NAVIS of any late payments from the Customer shall not be deemed as a waiver of ARGO NAVIS’ respective rights under these Terms and Conditions and/or by law against the Customer.

8. Maritime Lien

The provision of Services to the Customer and/or their acceptance by the Vessel affords to ARGO NAVIS a maritime lien on the Vessel. In any event the law governing these provisions and/or any other applicable law shall not prejudice the right of the maritime lien of ARGO NAVIS afforded either hereunder or by any other applicable law, be it of the place of performance of the Services, of the flag of the Vessel, of the place of jurisdiction, and/or of an arrest of the Vessel, or otherwise howsoever afforded.

9. Breach

9.1 ARGO NAVIS may, without prejudice to any other rights it may have hereunder and/or by law and without limitation, unilaterally terminate this Agreement forthwith by giving notice in writing to the Customer if the latter party is in breach of any of these Terms and Conditions.

9.2 In the event that Customer is in breach of any of these Terms and Conditions, ARGO NAVIS shall have, without prejudice to any other rights it may have hereunder and/or by law and without limitation, the following rights which it may exercise jointly with any of its other rights or severably at its sole discretion: (a) without prejudice to its entitlement to claim damages and any other form of financial compensation for all work performed (including, without limitation, provision of Services in progress), for all costs irrevocably incurred and for loss of profits and/or goodwill, to unilaterally terminate this Agreement by giving fourteen (14) calendar days’ notice in writing (including, without limitation, via fax or e-mail) to Customer and/or (b) to claim damages and any other form of financial compensation from Customer in respect of the breach and in respect of any additional costs incurred and/or profits lost and/or goodwill lost as a result thereof and/or (c) to claim damages and any other form of financial compensation from the Customer in respect of the breach and in respect of any additional costs incurred and/or profits lost and/or goodwill lost as a result thereof and an extension of time to complete the provision of Services where appropriate and/or (d) without prejudice to its entitlement to claim damages and any other form of financial compensation for all work performed (including, without limitation, provision of Services in progress), for all costs irrevocably incurred and for loss of profits and/or goodwill, to suspend the performance of Services for as long as Client has not fully remedied the breach and/or (e) to renegotiate any and all of the terms and conditions of the Offer (including, without limitation, all costs and fees and their payment plan) with Customer.

10. Suspension

10.1 In the event of suspension of performance by ARGO NAVIS due to breach of any of these Terms and Conditions by Customer, or for the convenience of Customer upon Customer’s written request, ARGO NAVIS shall be entitled, without limitation and without prejudice to any of its rights hereunder and/or by law, to payment by the Customer of the following costs: (a) the full costs of laying off (and re-hiring if necessary) any employees and consultants employed or hired specifically for the purposes of providing the services agreed with Client; (b) the costs irrevocably committed relating to the period of suspension by subcontractors, under a subcontract which relates to the services provided or to be provided to Client; (c) any other costs which ARGO NAVIS or its employees or consultants or agents have irrevocably committed in respect of the period of the suspension; (d) loss of ARGO NAVIS’s anticipated profit according to the Offer for the period of the suspension.

10.2 Without prejudice to any of its rights hereunder or by law and without limitation, ARGO NAVIS shall be entitled, at its sole discretion, but shall not be obliged, to give notice of termination of this Agreement in writing (including, without limitation, via fax or e-mail) to Customer if any period of suspension continues for a period of more than thirty (30) calendar days including, without limitation, any suspension due to force majeure.

11. Termination

In the event of termination of the agreement between ARGO NAVIS and Customer for any reason whatsoever, ARGO NAVIS shall be entitled, without limitation and without prejudice to any of its rights hereunder and/or by law, to receive payment by the Customer for all irrevocably committed costs associated with the Services. Unless otherwise specified and agreed in writing, the term “irrevocably committed costs” shall include but not be limited to the following items: (a) the cost incurred to the end of period of notice in developing any Services; (b) the full cost, including overhead, of employing and/or hiring any employees/contract staff specifically for the purposes of and for the period of said agreement; (c) the full costs of terminating the employment of or laying off of any such employees; (d) the costs of buying and/or hiring any materials, goods, plant, machinery or equipment specifically for the purposes of said agreement; (d) the costs irrevocably committed by subcontractors specifically for the purposes of said agreement, even if this commitment extends beyond the expiration of the period of notice; (e) recovery of the costs of all Services properly completed and delivered to Customer, (f) recovery of the costs of Services completed but not yet delivered and work in progress; (g) recovery of any costs irrevocably committed by ARGO NAVIS even if this commitment extends beyond the expiration of the period of notice; (h) recovery of any monies due to the ARGO NAVIS and (i) any removal costs or setting up costs.

12. Obligations and Responsibilities

12.1 The Customer expressly and unreservedly undertakes to (a) ensure that full, accurate and updated information and instructions are given to ARGO NAVIS in sufficient time and form to enable the Services to be performed effectively and efficiently; (b) procure all necessary access for ARGO NAVIS’ staff to goods, premises, the Vessel, installations and transportation and (c) ensure that all appropriate and necessary health and safety measures are taken and continuously remain in place to provide safe and secure working conditions.

12.2 If the Customer becomes aware of any claim of any nature or circumstances which might give rise to a claim of any nature or which might give rise to litigation or arbitration concerning or connected with the subject matter of the agreement between ARGO NAVIS and Customer and/or the provision of Services by ARGO NAVIS to Customer, the latter party (the Customer) shall immediately inform ARGO NAVIS accordingly in writing and in full.

12.3 ARGO NAVIS shall procure (a) to undertake the provisions of its Services with reasonable care, professional skill and to the best of its ability, and in doing so will strive to achieve the best results possible; (b) that its staff shall use reasonable care and skill in the performance of the Services in accordance with good marine surveying/consulting practice and (c) that it will report to the Customer during and following the completion of Services on the progress and outcome of the provision of Services, unless otherwise instructed by the Customer.

12.4 The Customer expressly and unreservedly undertakes not to disclose to any third party any confidential information, as defined in these Terms and Conditions, and expressly warrants that itshall not permit access to such confidential information to any third party unless ARGO NAVIS expressly grants Customer permission to do so in writing or where Customer is ordered to do so by any Court, prosecutor or governmental or state authority.

12.5 Full and exclusive ownership rights to intellectual and/or industrial property as well as to any other proprietary rights of any nature whatsoever resulting or deriving from the performance of the work created by ARGO NAVIS or the Services provided by ARGO NAVIS shall vest in and remain the sole and exclusive property of ARGO NAVIS and the Customer shall not make use of and/or publicize or communicate in any way and by any means whatsoever to any third party or to any employees or consultants of Customer not directly involved in the provision of Services to Customer the reports, drawings, models and plans of ARGO NAVIS as well as any other document containing technical/design/installation information supplied by ARGO NAVIS without its express written consent.

12.6 The Customer expressly and unreservedly undertakes to fully indemnify ARGO NAVIS as well as all those who ARGO NAVIS engages during the provision of Services and hold both ARGO NAVIS and all those who ARGO NAVIS engages during the provision of Services harmless against any and all claims of any nature whatsoever brought by any party before any court of law, prosecutor, arbitrator, adjudication panel of any nature or any state, public, municipal or other authority, wherever they may be situated, relating to or deriving from the publication, dissemination, use or the application of results, data, knowledge, information, designs, software or delivered items originating from ARGO NAVIS.

13. ARGO NAVIS’ Liability

13.1 In any event, and notwithstanding anything contained in these Terms and Conditions, under no circumstances whatsoever shall ARGO NAVIS be liable for (a) any damages which occurred following the review and approval of ARGO NAVIS’ provision of Services by the Vessel’s classification society or, in case ARGO NAVIS’ provision of Services are not subject to review and approval by the Vessel’s classification society, by the acceptance of the provision of the Services by the Customer; (b) any damages or loss which occurred due to defects of any machinery, equipment or other items of whatever nature ordered by the Customer and/or supplied by the Customer to ARGO NAVIS; (c) any damages or loss which occurred due to faulty, inaccurate, incomplete or not updated information supplied by Customer to ARGO NAVIS; (d) any loss of profit, business, contracts, goodwill, revenues, or anticipated savings of the Customer; (e) any special, indirect or consequential damage of any nature due to exceeding of the agreed deadlines or due to any other cause related with the provisions of Services whatsoever.

13.2 ARGO NAVIS will not in any event be responsible or liable for the consequences of war, riots, civil commotions, acts of terrorism or sabotage, strikes, lockouts, disputes, stoppages, fires, floods, acts of God, perils of the sea, accidents of navigation, any regulation or other government restriction or by compliance, any order or request of any government or other competent authority or party acting for such authority, any disorders, labour disturbances (whether it be a party thereto or not) or anything done in contemplation or furtherance thereof or any other force majeure instance or delays of any nature whatsoever howsoever caused or arising including by the negligence of ARGO NAVIS or its servants or agents.

13.3 If, despite the foregoing, and in the event of shortcomings being positively ascertained in the results of Services provided that are conclusively proven to be attributable to errors and incompleteness or lack of reasonable care that can be attributed only to ARGO NAVIS and which are reparable according to reasonable standards, provided that Customer shall immediately take appropriate steps to prevent any defect from becoming more serious, then ARGO NAVIS will at its discretion:

1. Take action, as ARGO NAVIS deems necessary, to remedy any errors or omissions in the conduct of the work/ provision of Services, or
2. Refund all or any appropriate part of the fees charged for the work/provision of Services, or
3. Rectify or correct these shortcomings with reasonable care and to the best of its ability up to an amicably agreed by the parties in writing maximum sum, or

Should, despite the foregoing, ARGO NAVIS be liable to compensate the Customer, ARGO NAVIS’ agreed maximum liability for professional negligence shall be the amount of EUR100.000 (inclusive of all interest, fees, expenses and costs of any nature whatsoever) for any and all claims and suits on any grounds whatsoever arising under these Terms and Conditions and/or the Offer dispatched toCustomer.

14. Customer’s liability

In addition to Customer’s obligation to pay for Services, without limitation and without prejudice to any other rights ARGO NAVIS may have hereunder and/or by law, the Customer shall be fully liable towards ARGO NAVIS and shall keep it fully indemnified and harmless in respect of any and all damages and/or losses and/or expenses and/or costs of any nature whatsoever incurred by ARGO NAVIS as a result of any breach of contract, fault of the Client or its employees, officers, servants and/or agents and/or the Vessel’s crew and master; such liability/indemnity shall include, without limitation, any claims by any party which may be brought against ARGO NAVIS and/or its employees, officers, servants and/or agents and/or the Vessel’s crew and master in respect thereof.

15. Insurance

ARGO NAVIS shall effect and maintain, at no cost to the Customer, Professional Liability Insurance of its choice against loss and/or damage for which ARGO NAVIS may be held liable to the Client under these Terms and Conditions.

16. Right to Sub-contract and Assignment

ARGO NAVIS shall have the right to sub-contract any of the Services to any third party it selects. In the event of such sub-contracting taking place, ARGO NAVIS shall remain fully liable for the due performance of its obligations under the Offer dispatched to the Customer. The agreement between ARGO NAVIS and Customer and any and all rights and/or obligations of Customer under it shall not be assigned, novated or otherwise transferred by any means and by any legal instrument whatsoever, in whole or in part, by the Customer without the prior express written permission of ARGO NAVIS.

17. Document retention

ARGO NAVIS shall have the right to retain a copy of all data, correspondence, documents and records that have a bearing on the Services provided to the Customer, including-without limitation-all documents, records and other data of any nature whatsoever supplied by Customer, for a period of 20 years after completion of the Services. Subject to the above, the Customer will be given the right to have their own disclosed documentation returned by ARGO NAVIS at the Customer’s cost or destroyed upon completion of the Service.

18. Privity of Contract

The agreement between ARGO NAVIS and Customer is intended to be a private contract between the parties to it and it is not intended to confer any rights of enforcement on any third party (other than on a permitted assignee/transferee to whom it has been actually assigned/transferred in conformity with the applicable legal provisions) even if any of its terms purport to confer a benefit on such a third party.

19. Amendments

Amendments to the Offer and/or these Terms and Conditions shall not be effective and shall not be binding upon either ARGO NAVIS or the Customer unless agreed upon in writing by both parties.

20. Severability

If any provision of the Offer and/or of these Terms and Conditions is found by any court or other authority of competent jurisdiction to be illegal, invalid or unenforceable, then that provision shall, to the extent required, be severed and voided from the Offer and/or these Terms and Conditions, as the case may be, but such severance shall not affect any other provision of the Offer and/or these Terms and Conditions, as the case may be, which shall remain in full force and effect.

21. Time Bar

Any and all claims and suits of whatever nature and on any grounds whatsoever against ARGO NAVIS shall be deemed to be fully waived and time barred upon the expiry of one year following the completion of ARGO NAVIS’ Services.

22. Jurisdiction and Law

The agreement between ARGO NAVIS and the Customer shall be governed by and construed in accordance with the laws of England and Wales and any dispute under it or relating to it directly or indirectly (including, without limitation, injunctive relief and any claim on the basis of tort or on any other grounds whatsoever) shall be subject to the exclusive jurisdiction of the Piraeus Courts in Greece (maritime division).