Supplementary conditions

VEKA SHIPBUILDING B.V. ADDITIONAL COMPANY CONDITIONS

1. General

1.1 These Conditions apply in addition to the conditions of the Netherlands Shipbuilding Industry Association (VNSI) to all offers of and conctracts concluded with VEKA Shipbuilding B.V. (“VEKA”) pertaining to the performance of Work of any nature whatsoever.

1.2 A Client is understood to mean the other party to a contract concluded with VEKA, including that party's personnel, authorised representatives/agents, representatives and auxiliary persons, including persons who ask VEKA for an offer or receive an offer from VEKA. If a Client is not the other party to a contract concluded with VEKA, a Client is also understood to mean the owner, manager and/or operator of the Object, which means the marine vessel or item to which the Work relates or for which the Work is performed, as well as those who enter as parties into a contract to which VEKA is a party, such from the moment of entry into the contract

1.3 The Client is deemed to accept the applicability of these Conditions also with respect to later offers of and agreements with VEKA.

1.4. VEKA is entitled to charge all costs associated with the issue of an offer to the Client, irrespective of whether the offer leads to the conclusion of a contract.

2. Prices, payment and security

2.1. Prices specified or agreed are exclusive of insurance premiums, fines, import duties, excise duties and the like, and are based on the rates, payments, wages, social insurance charges and the like applicable on the date of the offer or the conclusion of the contract, or at the time at which the contract is performed

2.2. For work performed outside normal working hours, during weekends or on generally recognised public holidays, VEKA may add a 100% surcharge to the standard or agreed rates.

2.3. The amount payable for work with respect to which, due to its nature, an advance price calculation is not possible and that has therefore been included in the contract only on the basis of an estmate shall be charged to the Client at VEKA's applicable rates or at the rates as calculated by VEKA at the time at which the work is performed

2.4. Costs associated with the cleaning of materials, removal of waste, removal of leftover materials and the like shall be charged by VEKA in addition to the specified/agreed price.

2.5. If the Client is declared bankrupt, granted a suspension of payments or enters into a debt management scheme, and if the contract is terminated, the Client shall immediately be in default without notice of default being required and all amounts owed by the Client to VEKA shall become immediately due and payable.

3. Additional work

3.1. Changes and additions to the Work performed or to be performed by VEKA, including resultant changes in the agreed or estimated number of working hours, quantity of materials, delivery times and so on, relative to the description, budget and/or provisional sums in the contract as a result of a change or addition to the Work or the way it is performed, or as a result of the fact that information and data provided prove to be inaccurate, incomplete or unusable for the Work, as well as cost-increasing circumstances not attributable to VEKA that could not reasonably have been foreseen prior to the conclusion of the contract, shall, to the extent that they cause further or higher costs, be deemed to be additional work.

3.2. VEKA may charge the further costs to the Client or offset them as additional work from the moment at which the amount to be charged becomes known. The absence of a written instruction for the performance of additional work shall be without prejudice to VEKA's right to charge or offset for such work.

3.3. As soon as the amount owed becomes known, a lump sum payment shall be made for additional work in the next payment term. If no payment term has been agreed, the Client must pay for the additional work within 30 days following the invoice date but no later than at the time at which the Work is completed.

3.4. If, upon completion of the work, it becomes apparent that the contract reductions total exceeds the additional work total, VEKA shall be entitled to payment by the Client of an amount equal to 10% of the difference between these totals unless VEKA had requested the contract reductions.

4. Information, designs, calculations, data and so on

4.1. VEKA may assume the accuracy of the information/data supplied by the Client and necessary for the Work. All information, statements and recommendations given by VEKA in the context of the Work are of a general nature and free of obligation. No rights may be derived by the Client from such information, statements and recommendations.

4.2. The Client is responsible for the designs, drawings, calculations and so on that it has supplied and/or detailed or that have been supplied and/or detailed on its behalf, and for the instructions issued to VEKA. As soon as the Client has approved designs, drawings, calculations and so on supplied by VEKA, it shall bear responsibility and the risk for those designs, drawings, calculations and so on.

4.3. The Client must indemnify VEKA against all claims of third parties concerning damage for which the Client bears the risk pursuant to the provisions of this article, including damage resulting from infringements of intellectual and industrial property rights.

4.4. . If the Client wants VEKA to assume liability for designs, drawings, calculations and so on prepared and/or supplied by the Client or prepared and/or supplied on its behalf, it must issue a written request to VEKA in good time concerning the assumption of this liability. VEKA may reject such a request without providing substantiating reasons for doing so. If VEKA is prepared to consider the request, the Client may not base any claims on such a consideration and must give VEKA sufficient time to assess the request or have the request assessed. Furthermore, the Client must provide all information requested free of charge and in good time. All costs associated with the request and its handling and assessment shall be borne by the Client irrespective of whether it is accepted or rejected by VEKA.

5. Materials, products, parts and so on

5.1. The Client bears the risk with respect to the materials, products and parts it supplies or prescribes or that are supplied or prescribed on its behalf in terms of the dimensions, type, functionality and suitability of such materials, products and parts, as well as in terms of application, processing or duties performed at the suppliers of materials, products and parts prescribed by the Client, including the risk of non-delivery or the late delivery of materials, products and parts.

5.2. If VEKA selects or supplies the materials, products or parts, the Client shall be entitled to have them inspected at its own expense prior to their application or processing. Following the application or processing of such materials, products or parts, the Client may no longer cite defects or unsuitability as grounds for any claim and shall bear the risk with respect to those materials, products or parts.

5.3. . The Client must immediately take delivery of all items delivered by VEKA in the context of the Work. Failure to do so shall entitle VEKA to immediately charge all costs arising from such a failure to the Client, without prejudice to VEKA's other rights with respect to the Client.

5.4. If VEKA remains in possession of completed items destined for the Client because the Client does not pay the amount owed and take delivery of them, VEKA shall be entitled, without notice of default or judicial intervention being required, to sell those items or have them sold one month after their completion and recover the amounts owed to it, including storage and selling costs, from the sales proceeds.

6. Performance, fire prevention, security and facilities

6.1. The Client is not authorised to assign other duties or have such other duties performed by personnel and/or auxiliary persons engaged by VEKA for the performance of the Work. Any and all damage arising from the violation of the provisions of this article shall be at the risk and expense of the Client.

6.2. If, during performance of the Work, it becomes apparent that the Object or item has defects that impede the proper performance or continuation of the Work, VEKA may discontinue the further performance of the Work and make the Object or item available to the Client for payment of the costs incurred up to that time.

6.3. The Client must make it possible for VEKA to perform the Work within VEKA's normal working hours and in accordance with its shipyard and other regulations and under conditions that meet the legal safety requirements and environmental and other regulations applicable to the Work.

6.4. If, notwithstanding the provisions of Article 8 of the VNSI conditions, VEKA encounters hazardous or other substances during the work that cannot be normally processed or removed as waste, it shall be entitled, at the expense of the Client, to take the measures that can reasonably be expected of it to prevent physical injury and environmental pollution. VEKA shall inform the Client as soon as possible about the measures taken. The Client must indemnify VEKA in the matter against all third-party claims concerning the presence, processing and/or removal of such substances.

6.5. The Client is responsible for fire prevention and the supervision thereof during the Work. This responsibility includes firefighters on duty and the making available of fire prevention and extinguishing equipment. The Client is authorised to give VEKA, its personnel and third parties engaged by VEKA instructions in this regard.

6.6. The Client is also responsible for ensuring adequate security with respect to the Work and, in this connection, bears the risk of damage to or loss of the Object, materials, parts, tools and so on during the performance of the Work, irrespective of the location of performance.

6.7. If the Work is not performed on VEKA's company premises, the Client shall at its own expense ensure the supply of power necessary for the Work or, as the case may be, the presence of connections to an adequate power supply. The Client shall also ensure that adequate and safe auxiliary equipment for the moving of heavy parts is present and available in good time and that the location of performance is easily accessible.

6.8. VEKA is entitled to place name and/or advertising signs on the Work or at the location at which it is being performed.

7. Presence at the shipyard; the Client's responsibility for third parties

7.1. Everyone who is on or in marine vessels, objects, a yard, spaces or at the location at which the Work or a part thereof is being performed, is there, together with everything he or she has with him or her, entirely at his or her own risk and must strictly comply with all regulations and instructions issued by government authorities and/or VEKA. VEKA does not accept any liability whatsoever in the matter for personal injury or material damage and/or a loss of any kind whatsoever.

7.2. The Client guarantees that the activities to be performed by the Client or to be performed on its behalf by third parties, or deliveries that do not form part of VEKA's Work, shall be performed in good time and in such a way as to ensure that the performance of VEKA's Work is not delayed. Should VEKA's Work be delayed by the activities referred to, the Client shall be obliged to pay VEKA compensation for any damage suffered by VEKA as a result of the delay. This right to compensation shall be without prejudice to VEKA's other rights with respect to the Client.

8. The Client's obligation to take out insurance; prohibition on recourse

8.1. The Client must take out insurance to cover against the risks referred to in Article 10.1 of the VNSI conditions. Unless such insurance cover is confirmed in writing, the Client or Object is not deemed to be included as an insured or a co-insured party under any insurance of VEKA or of third parties or auxiliary persons engaged by VEKA. The Client and its insurers may not make any claims to cover or payments or contributions under insurances of VEKA and/or of third parties and auxiliary persons engaged by VEKA. The Client guarantees that its insurers shall comply with this prohibition and indemnifies VEKA and third parties and auxiliary persons engaged by VEKA against claims of its insurers that contravene this prohibition.

8.2. If the Client wants VEKA to take over, in full or in part, the obligation to take out insurance referred to in the preceding paragragh, it must issue a request to this end in writing and in good time. The request must specify in detail the risks in relation to which the Client wants VEKA to take over the obligation to take out insurance. If the risks referred to are not specified in detail, VEKA shall be entitled to consider the request as not having been issued

8.3. VEKA may reject the request referred to in the preceding paragraph for reasons of its own. If VEKA indicates that it is prepared to take the request into consideration, the Client may not base any claims on such a consideration and must give VEKA sufficient time to assess the request. Furthermore, the Client must provide all information requested by VEKA immediately and free of charge. All costs associated with the request and its handling and assessment shall be borne by the Client irrespective of whether it is accepted or rejected. VEKA shall not be liable for any errors, lacunae, and/or deficiencies in the insurance or insurances it takes out at the request of the Client.

8.4. Acceptance by VEKA of specific risks to be insured pursuant to the provisions of the preceding paragraph shall at all times be subject to the decisions of the insurers approached by VEKA for the purpose. If these insurers refuse to effect insurance for the risks in question, VEKA shall not be liable for them in any way whatsoever and shall be deemed to have been released from any obligation or further obligation to ensure insurance cover.

9. Force majeure, guarantee, scope of the conditions in terms of applicability and reliance and indemnification

9.1. In addition to the provisions of Article 8 of the VNSI conditions, situations of force majeure shall also include, among others, flooding, abnormally high or low water levels, floating ice, personnel shortages irrespective of the reason or reasons for such shortages, the withdrawal of permits necessary for the performance of the Work and security disturbances. VEKA may invoke force majeure in a situation of force majeure even if the situation arose after the delivery, Work or the part in question thereof should already have been completed.

9.2. With due observance of the provisions of Articles 4.1, 4.2, 5.1, 5.2 and 8.3 of these Conditions, guarantees shall not apply to items supplied, prescribed or accepted by the Client or supplied, prescribed or accepted on its behalf.

9.3. All rights, defences, exclusions, exonerations, restrictions or immunities of any nature whatsoever on which VEKA can rely by virtue of the contract, including the VNSI conditions and these Additional Conditions, may also be relied on by its personnel, third parties and/or auxiliary persons engaged by it and their respective staff members.

9.4. The Client shall impose the VNSI conditions and these Additional Conditions for the benefit of VEKA, VEKA's personnel and all third parties and auxiliary persons engaged by VEKA in connection with the Work on all suppliers that the Client prescribes to VEKA and all third parties and auxiliary persons that it engages in connection with the Work, and shall indemnify VEKA against all third-party claims arising from a failure on the part of the Client to fulfil its obligations pursuant to the provisions of this article.

10. Termination

10.1 In addition to the provisions of Article 15 of the VNSI consitions, VEKA may terminate the contract without notice of default being required, and the Client must pay VEKA compensation for any damage that VEKA suffers or shall suffer as a result, if:

a. The Client's company is closed down or discontinued, or closed down or discontinued to a large extent, taken over or dissolved, merged, relocated to a location outside the Netherlands, or if the Client vacates or apparently permanently abandons its premises or business location or does so to a large extent;

b. A permit or registration necessary for the conduct of the Client's business operations is withdrawn or is not renewed;

c. The Client or one or more of its partners or directors retire, decease or become legally incompetent or are placed under guardianship pursuant to a judicial decision;

d. Circumstances manifest themselves at the Client that, in VEKA's opinion, entail a likely increase in the risk to which VEKA is exposed and/or hinder the normal performance of the contract or Work to a serious degree;

e. The Object or parts thereof, or items intended for the purpose of processing therein, whether or not made available by the Client to VEKA, must be classified in insurance terms as total loss, stolen or embezzled;

f. In the event of damage or in the case of serious technical defects with respect to the Object or parts thereof, or with respect to items intended for the purpose of processing therein, repair is no longer possible or, in VEKA's opinion, the costs of repair or of correcting the technical defects exceed the market value of the Object or of the parts or items.

10.2. Early termination of the contract shall be without prejudice to VEKA's other rights with respect to the Client.

10.3. The Client must inform VEKA immediately in writing and by telephone if and as soon as third parties effect attachment, or threaten to do so, as a result of which the Object and/or parts thereof, or items designated for installation therein, could be affected, specifying when doing so the names and addresses of the actual or potential attaching parties and the attaching bailiff or bailiffs.

10.4. In the event of attachment or imminent attachment as referred to in the preceding paragraph, the Client shall immediately inform the attaching party and bailiff or tax inspectors and/or officials, orally and in writing, of VEKA's reservations of ownership as referred to in Article 10.2 of the VNSI conditions, its rights of retention as referred to in, among other sources, Article 14.6 of the VNSI conditions, its rights of pledge as referred to in Article 14.7 of the VNSI conditions, and its selling rights as referred to in Article 5.4 of these Additional Conditions.

11. Binding text

11.1 If one or more articles of these Additional Conditions are declared void, invalid or inapplicable by judicial decision, the remaining articles of these Additional Conditions shall remain in full force and effect in their entirety and VEKA shall be entitled to rely on them or continue relying on them.

11.2 In the event of a difference between the filed text of these Additional Conditions on the one hand and, on the other, the texts that are printed, translated, disseminated and so on, only the filed Dutch text shall be decisive.

12. Exclusion of the Vienna Sales Convention

12.1. With due observance of the provisions of Article 17.2 of the VNSI conditions, all offers, contracts or Work of VEKA, as well as all rights, obligations and claims arising therefrom, also if such rights, obligations and claims are those of third parties or are exercised or lodged by third parties, irrespective of the basis for doing so (contractual provision or wrongful act), shall be governed exclusively by Dutch law. The Vienna Sales Convention (CISG) and any other international agreement, Act or treaty that can be excluded shall not apply to offers, contracts or Work of VEKA or to rights, obligations and claims arising therefrom as described in the foregoing.

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About VEKA

VEKA Group is a distinctive Dutch shipbuilder that has become an international player in the maritime industry in its 25 years of existence. Today we operate in diversified nautical markets and deliver a wide range of specialized vessels. At our shipyards in the Netherlands and abroad we have experience in building high quality vessels. Always cost efficient, with passion and using in-house knowhow.

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