IMPORTANT- READ CAREFULLY: THE PERFORMANCE OF THE SERVICES IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THIS AGREEMENT.

The following terms and conditions together with the details overleaf shall constitute the entire terms and conditions between the Client (as defined below) and Braemar Marine Inc., or one of its affiliates providing Services hereunder (the "Company") (hereunder called the "Conditions") and shall supersede and override all other warranties, representations and terms and conditions whether express or implied, oral or written. By accepting delivery of the Services, you acknowledge your agreement to the Conditions.

1. Definitions

1.1. "Client" means the party at whose request or on whose behalf the Company undertakes Services. 1.2. "Disbursements" means the cost of all reasonable photography, reproduction of drawings, diagrams, sketches and printing, duplicating and, where applicable, electronic transmission fees, and all reasonable and appropriate expenses including travel, refreshments and hotel accommodation where an overnight stay is necessary.

1.3. "Fees" means the fees charged by the Company to the Client and including any value added tax (VAT) where applicable and any Disbursements.

1.4. "Report" means any report or statement supplied by the Company in connection with instructions received from the Client.

1.5. "Services" means any surveyor, consultancy or other services agreed pursuant to the terms of these Conditions to be provided to the Client by the Company.

2. Scope.

The Company shall provide its Services solely in accordance with these Conditions and shall be nominated as a principal contact with whom the Client will primarily deal. The Company will provide its Services with independence and integrity.

3. Services

3.1. The Client will set out the Services which it requires the Company to provide. The Company will confirm acceptance of instructions, alternatively, what Services will be performed in connection with the Client's instructions. Once the Company and the Client have agreed what Services are to be performed, any subsequent changes or additions must be agreed by both parties.

3.2. The issue of instructions, their acceptance and any subsequent changes, additions and agreement will be made in writing, where practicable. Initial dialogue with the Client may be in order, prior to the issue of written instructions, to enable the Company to fully understand and set out the Services scope to the Client's requirements.

3.3. Where the Company is to perform Services at the Client's premises, the Client shall procure safe access to the premises and the provision of adequate power, lighting, heating and other such facilities or supplies for the Company's employees or agents in accordance with the demands of any applicable legislation and as the Company shall reasonably require.

4. Fees.

In circumstances where it is practical, the Company will endeavour to agree a fixed fee (net of VAT and Disbursements) with the Client at the outset. Where it is not practicable to do so, the Company will offer to perform the Services on an hourly or daily rate. The daily rate is subject to a maximum of nine hours per day. The Company reserves the right to increase its hourly or daily rates at least once per annum to reflect increased salaries of employees; this will normally take place in October each year.

5. Payment Terms

5.1. The Client shall pay the Company's fees punctually in accordance with these Conditions and in any event not later than 30 days following the relevant invoice date, or in such other manner as may have been agreed in writing between the parties. Any delay in payment shall entitle the Company to interest on a daily basis at 4% above the base lending rate of HSBC Bank Plc prevailing at the time of default. Further delays in payment may require legal action for debt recovery. No payment shall be deemed to have been received until the Company has received cleared funds.

5.2. Without prejudice to any rights of recovery which the Company might have against a third party, the Company shall treat the Client as the party responsible for paying for the Services, therefore the Company shall not need to be concerned as to whether the Client considers itself to be principal or agent nor shall the Company need to concern itself as to whether the Client, is or is not, paid by a third party.

5.3. If the Company's advice is being given in relation to a claim or a defence which may result in protracted discussions and/or litigation, the Company reserves the right to submit interim invoices or pro forma invoices at regular intervals.

5.4. Unless the Client can clearly show that the Company was negligent in the performance of its duties or such performance was not in accordance with the specification of Services the Client shall not be excused payment of any portion of its fees due merely because the outcome of negotiations, arbitration or legal proceeding was worse than the Client's expectations, or was not in the Client's favour.

5.5. If any part of an invoice is genuinely in dispute, the Client shall pay the undisputed part thereof. The Parties shall endeavour to resolve the disputed portion, without delay.

6. Obligations and Responsibilities

6.1. Client. The Client undertakes to ensure that full instructions are given to the Company and are provided in sufficient time to enable the required Services to be performed 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. If the Client becomes aware of any claim or circumstances which might involve litigation or arbitration concerning these Conditions, or any matter connected or arising from, the Client is to inform the Company immediately. The Client will advise the Company of any change or evolvement of instruction immediately. The Client will set out, where practicable in writing, the services that it requires the Company to provide. These Conditions shall take effect when the performance of the Services has commenced by the Company, unless the Client objects to these terms within 48 hours of the start of providing Services.

6.2. Company. The Company shall use reasonable care and skill in the performance of the Services in accordance with good surveying or consulting practice. The scope of the Services and the locations at which they are carried out can change and evolve during the performance of the service thus any variation in instructions should, whenever practical, be agreed in writing by the Company and Client. The Company is entitled to terminate its activities at instant notice and to annul the outstanding Services scope by means of a written statement to the Client without prejudice to its right to compensation of expenses, damage and/or loss if the Client fails to meet any obligation incumbent on it by virtue of the law or of these Terms and Conditions.

7. Reporting.

The Company shall submit interim advice, site situation reports and a final report to the Client during and following completion of the agreed Services describing the Company's findings, assessments and inspection purporting to the purpose of the Client's instruction, unless otherwise expressly instructed by the Client not to do so.

8. Confidentiality.

Each party undertakes not to disclose any information provided in confidence by the other party to any third party and will not permit access to such information by any third party unless the disclosing party expressly grants permission save where required to do so by an order of a competent court of law.

9. Intellectual Property.

The right of ownership in respect to any intellectual property resulting from the performance of the Services created by the Company remains the property of the Company. The Client shall be entitled to disclose the report or document to a third party for whose benefit the instruction was specifically commissioned but no party other than the Client shall be entitled to rely upon the contents of such report and the Company shall not be liable to any party other than the Client.

10. Conflict of Interest/Qualification.

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 for the Company to continue its involvement with the appointment. The Client shall be responsible for payment of the Company's fees up the date of notification.

11. Liability

11.1. Nothing in these Conditions shall exclude or limit the Company's liability for death or personal injury caused by the Company's negligence or for fraudulent misrepresentation.

11.2. The Company shall not be liable for any economic loss of whatever nature (whether or not such loss or damage was foreseen, direct, foreseeable, known or otherwise), including loss of anticipated profits, loss of actual profits (direct or indirect), loss of anticipated savings, loss of business, or for any indirect, special or consequential loss or damage howsoever caused or any losses arising as a result of any third party bringing a claim in respect of any nature whatsoever.

11.3. Subject to clauses 11.1 and 11.2 above, the total aggregate liability of the Company arising out of, or in connection with the performance or contemplated performance of this Contract whether for negligence or breach of contract or any case whatsoever shall in no event exceed the higher of: (a) the fee paid for the Services or (b) £100,000.

12. Force Majeure.

Neither the Company nor the Client shall, except as otherwise provided in these Conditions, be responsible for any loss, damage, delay or failure in performance hereunder arising or resulting from act of God, act of war or terrorism, seizure under legal process, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restrain of princes, rulers or people.

13. Insurance.

The Company shall effect and maintain, at no cost to the Client, professional liability insurance.

14. Company's Right to Subcontract.

The Company shall have the right to sub-contract any of the Services (or any part thereof) provided under these Conditions, subject to the Client's right to discuss such an appointment and object on reasonable grounds if necessary. In the event of such a sub-contract, the Company shall remain fully liable for the due performance of its obligations under these Conditions.

15. Time Bar.

Any claims against the Company shall be deemed to be waived and absolutely time barred upon the expiry of two years from the submission date of the report to the Client.

16. Document retention.

The Company shall retain all data, correspondence, documents and records that have a bearing on the Services provided to the Client in accordance with the Company's Record Retention Policy. The Client will be given the right, at the Client's expense, to have their own disclosed documentation returned by the Company or destroyed upon completion of the service.

17. General

17.1. Nothing in these Conditions shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the Client and the Company.

17.2. No purported alteration or variation of these Conditions shall be effective unless it is in writing, refers specifically to these Conditions and is duly executed by the Company.

17.3. The rights and remedies of either party in respect of these Conditions shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by such party to the other nor by any failure of, or delay by the said party in ascertaining or exercising any such rights or remedies. The waiver by the Company of any breach of these Conditions shall not prevent the subsequent enforcement of any subsequent breach of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

17.4. If at any time any part of these Conditions (including any one or more of the clauses of these Conditions or any sub-clause or paragraph or any part of one or more of these clauses) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from these Conditions and the validity and/or enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired as a result of that omission.

18. Governing Law.

These Conditions shall be governed by and construed in accordance with English Law and the Client submits to the exclusive jurisdiction of the English Courts or arbitration in London, England. Nothing herein shall prevent the Company from enforcing in any country an award made by the above exclusive jurisdiction.

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