For Provision of Marine Services

1. TOTAL VSV Shipping Services LLC FZC., (hereinafter called “TOTAL VSV”) undertakes services in accordance with following Standard Terms and Conditions of Consulting Services, unless otherwise specifically agreed in writing, and accordingly all offers or tenders of services are made subject to these Standard Terms and Conditions as described hereunder.

2. TOTAL VSV is a Maritime Independent consulting company engaged in various marine Technical, Commercial, Management, and Information Technology Consulting Services through service performed by its staff and/or sub-contractors. Scope of the service may include Vessel Inspections, Marine Audits & Surveys, Engineering Consulting, Marine Consulting, Marine IT services, Vessel Condition assessment, and Ship Owner /operator representation along with Management of Ships & Marine Assets including but not limited to Chartering, Broking & Freight Booking.

3. TOTAL VSV acts on behalf of bodies or company or person from whom the instructions to act have originated (hereinafter called “Customer”). No other party is entitled to give instructions, unless so authorized by the Customer and agreed by TOTAL VSV.

4. Confidentiality: Both parties undertake not to disclose any information (including but not limited to Reports, advices, recommendations and any contract) provided in confidence by the other party to any third party (including but not limited to any of their subsidiaries or affiliates) and the receiving party shall not permit access to such information by any third party unless the disclosing party expressly grants permission in writing save where required to do so by an order of a competent court of law.

5. Payment Terms: The customer shall pay punctually within 7 days after the completion of service or from the date of invoice or within any such other period as mutually agreed in writing by the TOTAL VSV. If any part of an invoice is genuinely in dispute, the Customer shall notify the Company immediately upon receipt of invoice as to any part of the invoice which is in dispute giving full reasons as to why a portion of the invoice is disputed and nevertheless pay the undisputed part within 30 days of the invoice date. There will 2% of invoice amount penalty for each 7 days of delayed period after invoice due date.

Customer’s Warranty, and Representation

1. The CUSTOMER hereby represents and warrants to the TOTAL VSV that :

• It is an entity duly constituted and validly existing under laws in its resident country;
• It holds valid and subsisting licenses, approvals and consents as may be required for conducting its business.
• It has the requisite power and authority to execute, deliver and perform this Sales Order /Agreement and that this Agreement has been duly and validly authorized, executed and delivered by it.
• Its obligations hereunder constitute legal, valid, binding, and enforceable obligations;
• The execution and delivery of this Agreement and the consummation of the Transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; and
• The person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective party and shall have the authority to bind the respective party accordingly.

2. The Customer shall indemnify and hold the TOTAL VSV harmless for any claims, demands, action, suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against the TOTAL VSV arising out of :

• the Customer’s non-compliance with applicable Laws, rules, and regulation, or
• Representation and Warranties made by the Customer,
• Any breach of Confidential Information or
• Any breach of intellectual property rights of any third party,
• Any bodily injury, personal injury, death, or property damage, to the extent caused by the negligence, recklessness or misconduct of Customer (including its employees and sub-contractors) in the performance of this Agreement,
• Any error or omission, negligent act or wilful misconduct by Customer (including its employees and sub-contractors) in the performance of this Agreement.

Liability, Limitation, and Indemnification

• TOTAL VSV undertakes to exercise due care and skill in the performance of its services and accepts no responsibility and liability other than delivering the professional service deliveries as agreed in the scope.
• TOTAL VSV is neither an insurer nor a guarantor and disclaims all liability in such capacity. Customers seeking a guarantee against loss and/or damage should obtain proper insurance.
• The liability of TOTAL VSV in respect of any claims for loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to 1.0 times of the amount of the fee excluding expenses. TOTAL VSV shall have no liability for any indirect or consequential loss and reserves it right to disclaim any such claims whatsoever (including loss of profits).
• TOTAL VSV shall not be liable for any delayed, partial, or total non-performance of the services arising directly or indirectly from any event outside the control of TOTAL VSV including failure by Principal to comply with any of its obligations.
• The customer shall guarantee and indemnify TOTAL VSV or subcontractors against all claims by any third party for loss, damages, or expenses of whatsoever nature including all legal expenses and related costs and however arising relating to the performance, purported performance or non-performance , of any services.

TOTAL VSV’s Rights and Obligations

• Customer to ensure sufficient information documents and instructions are to be provided in due time as sufficient, to enable the desired services to be executed. Customer to ensure all necessary access authorization for the TOTAL VSV representatives/Sub-contractors to enable the required services to be performed effectively and efficiently.
• Customer to ensure that all necessary measures are taken for the safety and security of the working conditions, sites, installations, vessels, and premises during the performance of services and will not rely, in this respect, on the enterprise advice whether requested or not. Customer will take all necessary steps to eliminate or remedy any obstructions to or interruptions in the performance of the required services.
• Customer to inform TOTAL VSV in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution, or positions.
• Service to be performed by TOTAL VSV for the benefits of the Customer only. TOTAL VSV does not accept any responsibility or the liability to any third party for the services performed and/or support performed and/or non-performed for the benefit of the Customer only unless the TOTAL VSV has expressly agreed in writing.
• Force Majeure Without prejudice to the provisions of these Terms and Conditions limiting or disclaiming liability, TOTAL VSV is not liable for any delay or failure in performance resulting directly or indirectly from causes beyond its reasonable control, including, without limitation, failure of the internet, power failure, failure of computer, telecommunication or other.

Applicable Laws

• The Terms and Conditions and any dispute or matter arising from delivery of this service contract shall be governed by and construed in accordance with the laws of the DUBAI - UAE.
• Any dispute, controversy or claim arising out of or relating to the Terms and Conditions including the validity, invalidity, breach, or termination thereof, shall be settled by arbitration in accordance with the Arbitration Rules as at present in force and as may be amended by the rest of this Clause :

1. The appointing authority shall be exclusive to DUBAI - UAE Jurisdiction.
2. The place of arbitration shall be in DUBAI-UAE.
3. There shall be only one arbitrator.
4. The language to be used in the arbitral proceedings shall be English. In the event of any breach of the Terms and Conditions by a party, the other party shall be entitled to remedies in law and equity as determined by arbitration.