1. GENERAL



Unless otherwise agreed in writing between parties or except where they are at variance with the regulations governing services performed on behalf of governments, state departments or any other public legal entities or adoption of any mandatory provisions of local law, all offers or services and all resulting contractual relationship(s) between any of the affiliated companies of “Svertilov Marine Consulting” LLC (hereinafter referred - the “Company”) and the Principals shall be governed by these General Terms and Conditions of Service (hereinafter referred - the “General Conditions”). The Company may perform services for individuals or legal entities: private, public or governmental organizations (hereinafter referred - the “Principals”) on the basis of relevant instructions provided .



2. PROVISION OF SERVICES



The Company will provide services using reasonable care and professional skills and in accordance with the Principals’ specific instructions and in full compliance with IG Guidelines for P&I Correspondents as confirmed by the Company and all Company's personnel or, in the absence of such instructions:


1) the terms of any standard order form or appropriate specification sheet and/or


2) any relevant trade custom, usage or practice; and/or


3) such methods as the Company shall consider appropriate on technical, operational and/or financial grounds.


4) If the Principals appoint the Company and provide relevant instructions the Company accept the Principals’ instructions it acknowledge that the Company’s personal has relevant competence, knowledge, professional skills and ability and absence of any conflict of interests to act as per the Principals’ instructions and under the present General Conditions.


Findings and outcome of services performed duly fixed in the Reports of Attendance or Survey Report (hereinafter referred as “Report”) in accordance with the instructions of the Principals. Amendments to the Report could be provided upon the Principals’ request. Upon completion of services, the Company provides a detailed Report on the services performed with the attachment of copies of all available at its disposal and related to the implementation of the Principals’ instructions. Intermediate Report could be issued under the Principals’ request or as per agreement of both Parties hereto.


Reports issued by the Company will reflect the facts and activity/services as recorded by it at the time of its intervention only and within the limits of the Principals’ instructions. The Company may appoint for the performance of all or part of the services to an agent or subcontractor and the Principals authorizes Company to disclose all information necessary for such performance to the agent or subcontractor upon request.


Should Company receive documents reflecting engagements contracted between Principals and third parties or third party documents, such as copies of sale contracts, letters of credit, bills of lading, etc., they are considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by the Company.


Electronic version of the Report along with attachments will be sent to the Principals by e-mail on designated e-mail addresses. At the request of the Principals, the Report and documents can be printed out and its hard copies could be sent to Principals by courier at the expenses of the recipient.



3. PRINCIPALS’ OBLIGATIONS



The Principals will



a) ensure that sufficient information, instructions to attend and relevant documents are given in due time (and, in any event not later than 48 hours prior to the desired attendance) to enable the required services to be performed


b) to inform Company in advance of any known hazards or dangers, actual or potential, associated with any order or samples/testing including, for example, risk of radiation, toxic or noxious, chemical, combustible or explosive substances or materials, environmental pollution or poisons or any other negative factors which may affect the safety of human life and health


c) fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and at law


d) Take all necessary steps or remedy any obstruction to or interruptions in the performance of the required service


e) To settle the fees as per the Company’s invoice issued and reimburse expenses related to the services performed



4. FEES AND PAYMENT



a) Fees not established between the Company and Principals at the time the order is placed or a contract is negotiated shall be at the Company’s standard rates (which are subject to change) depends on type and character of services ordered could be fixed of quoted on hourly rate.


b) Unless a shorter period is established in the invoice, Principals will promptly pay not later than 30 days from the relevant invoice date or within such other period as may be established by the Company in the invoice (the “Due Date”).


c) Company shall not be entitled to retain or delay payment of any sums due to the Company on account of any dispute, counter claim or set off which it may allege against the Company.


d) Company may elect to bring action for the collection of unpaid fees.


e) Principals shall pay all of the Company’s fee collection costs, including all related costs.


f) In the event any unforeseen circumstances or expenses arise in the course of carrying out the services the Company shall to inform Principals and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.


g) If the Company is unable to perform all or part of the services for any cause whatsoever outside the Company’s control including failure by the Principals to comply with any of its obligations provided for in clause 3 above the Company shall nevertheless be entitled to payment of:

- the amount of all non-refundable expenses incurred by the Company

- a proportion of the agreed fee equal to the proportion of the services actually carried out


h) The Company shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:

- Failure by the Principals to comply with any of its obligations hereunder and such failures are not remedied within 15 days that notice of such failure has been notified to Principals

- Any delay of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by Principals.



5. LIABILITY AND INDEMNIFICATION



Limitation of Liability



a) The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity. The Company can be a Guarantor only in case of issuance of appropriate Letter of Undertaking or Letter of Guarantee as per the Principals’ instructions/authorization only. Therein provisions, wording and quantum of the guaranty should be duly agreed with the Principals prior to its issuance.


b) Reports are issued on the basis of information, documents and/or samples provided by, or on behalf of, the Principals and solely for the benefit of Principals who is responsible for acting as it sees fit on the basis of such Reports. Neither the Company nor any of its officers, employees, agents or subcontractors shall be liable to the Principals nor any third party for any actions taken or not taken on the basis of such Reports nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to the Company.


c) The Company shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event which beyond of the Company’s control including failure by the Principals to comply with any of its obligations hereunder or due to Acts of God (Force-Majeure circumstances).


d) The Company undertakes to exercise due care and professional skills in the performance of its services and accepts responsibility only for gross negligence proven by the Principals in due course. The liability of the Company to the Principals 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 five times the amount of the fee or commission payable in respect of the specific service required under the particular contract which gives rise to such claims.


e) The liability of the Company in respect of any claim for loss, damage or expense of any nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to 5 times the amount of the fee paid in respect of the specific service which gives rise to such claim or US$ 10,000 (or its equivalent in local currency), whichever is the lesser. The Company’s professional liability is insured by First Class Underwrites with the general limit of liability occurrence within USD 1 000 000.


f) In the event of any claim, the Principals must issue written notice to the Company within 30 days of discovery of the facts alleged to justify such claim and, in any case, the Company shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year from: 1) the date of performance by the Company of the service which gives rise to the claim

2) the date when the service should have been completed in the event of any alleged nonperformance.



6. INDEMNIFICATION



The Principals shall guarantee, hold harmless and indemnify the Company and its officers, employees, agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all related costs.



7. MISCELLANEOUS



If any one or more provisions of these General Conditions are found to be unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Use of the Company’s corporate name or registered trademark for advertising purposes is not permitted without the Company’s prior written authorization.



8. CONFLICT OF INTEREST



In the event of a violation and/or conflict of interests at any stage of the services performance, the Company is obliged to immediately inform the Principal of such circumstances and to cease any actions on behalf of the Principals until additional consultations and adjustment of the Principals’ instructions. The first notice serve rule applicable in this case.



9. CONFIDENTIAlITY



The Company is oblige do not disclose any confidential information to the third parties. Any confidential information related to the service performance should be passed by the Company to the third party upon the Principals’ instructions only.



10. DISPUTE RESOLUTION, JURISDICTION AND LAW



The Parties shall be liable for non-performance or unduly performance of the obligations. The Principals immediately inform the Company about any claims to the Company’s services or if Principals consider that services perform not in line with the Principals' instructions. Company should consider the claim and provide the response on results of its consideration within 48 hours. Unless specifically agreed otherwise, all disputes arising out or in connection with service performance and the General Conditions hereunder shall be settled amicably by means of negotiations between the Parties hereto. In case of non-reaching the amicable settlement any dispute shall be dealt with and finally settled by the competent English Court under the English Law.



All results of services performed are valid only for the time and place of performance the services which were carried out to the best of our professional knowledge and ability. All services are subject to present General Terms and Conditions of Services.