WRIST SHIP SUPPLY GROUP

GENERAL TERMS AND CONDITIONS OF SALE EDITION February 2021

A. APPLICABILITY B.5 “Terms” means these General prior notice of such increases in A.1 Unless otherwise explicitly Terms and Conditions. the agreed sales price within a agreed in writing these General reasonable time after the Seller Terms and Conditions shall apply B.6 ‘’Vessel’’ means the ship, becomes aware of the relevant to any and all agreements, barge or on- or off-shore facility or circumstances. , orders, sales and any other type of vessel no matter deliveries of Goods or services by character that receives the Goods, C.2 All prices and/or tariffs are the Seller. either as end-user or as transfer exclusive of VAT, sales taxes, unit to a third party. export or import taxes, dues, quay A.2 The Buyer may not transfer its dues, and other duties and taxes rights and obligations without the B.7 “Goods” means any and all of any kind, which shall be for the prior written consent of the Seller, items ordered by the Buyer or account of the Buyer. which shall not be unreasonably supplied by the Seller, including withheld. but not limited to ship stores, D. ORDERING AND accessories, provisions and ACCEPTANCE OF GOODS equipment and any related B. DEFINITIONS D.1 Any and all orders are subject services provided by the Seller. to an Order Confirmation by the B.1 Throughout this document the Seller before such order is binding following definitions shall be B.8 “Order Confirmation” means a on the Seller. applied and referred to: written confirmation by Seller of

an order placed by the Buyer D.2 In all cases the Order B.2 “Seller’’ means Wrist Ship and/or confirmation of an Confirmation shall be the valid Supply A/S, company reg. no. agreement otherwise by the Seller. documentation for qualities and 19272796, Stigsborgvej 60, 9400 quantities ordered as well as for Noerresundby, Denmark, or any B.9 “End-user” means the party other terms agreed. It is the affiliated companies appointed or ultimately disposing of, using or Buyer’s sole responsibility to named in the agreement, the consuming the Goods, including check and address any Order Confirmation or any other the Vessel and her owners, discrepancies between the Order communication between the charterers, operators, managers, Confirmation and the Buyer’s Parties. disponent owners, agents and order, and the Seller shall not be brokers. held liable for such discrepancies. B.3 ‘Buyer’’ means any party requesting quotations, placing B.10 “Sanctions laws” means any D.3 Any master, officer or crew orders, purchasing or otherwise sanction, prohibition or restriction member at the Vessel or receiving Goods or services from imposed by the UN, the EU, the agent/representative of the Buyer the Seller, including but not UK, the USA, including but not shall be deemed authorised by limited to the Vessel and her limited to the US Department of the Buyer to receive and inspect owners, charterers, operators, the Treasury Office of Foreign the Goods, and confirm that the managers, masters, agents and Asset Control (“OFAC”) including Goods are in accordance with the brokers. Any affiliate of the Buyer, the OFAC Specially Designated accompanying delivery note. or companies owning vessels, Nationals or Blocked Persons List which takes delivery of Goods (SDN) and the US Department of D.4 Confirmation that the goods and/or consumes Goods or State, or any other country or are in accordance with the otherwise participates in or international body. benefits from sales or services accompanying delivery note shall be deemed given and the goods encompassed by this agreement C. PRICES shall be deemed party to this deemed examined and accepted agreement and shall be jointly C.1 The Seller’s prices are based in every respect by the Buyer by liable with the Buyer for all on the price level of the Goods taking delivery of the Goods, obligations pursuant to this and all other costs and charges, notwithstanding reservations or agreement in respect of such hereunder taxes and duties conditions added to the delivery supplies. The Buyer undertakes to known at the time of concluding note by the Buyer at the time of procure that such owners and the agreement. Any price delivery. affiliate(s) undertake(s) liability on increase on goods, or additional the terms of this agreement jointly costs borne by the Seller E. RETURNS, CLAIMS AND with the Buyer and the Buyer whatsoever, caused by any LIABILITIES declares that it has authority to change in the Seller’s act on behalf of such owners and contemplated source of supply or E.1 All sales are final. Return of affiliate(s). otherwise, occurring after the Goods are subject to acceptance agreement has been concluded, by the Seller and may be B.4 “Parties” means the Buyer shall be added to the agreed subjected to a deduction in the and the Seller together. sales price of the Goods or the refunded purchase amount in the services provided by the Seller. Sellers discretion. The Seller shall give the Buyer

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E.2 If, for whatever reason, the Seller’s liability arises out of the for the export of the Goods has quantity or quality agreed is not delivery of non-conforming Goods, been obtained. available for delivery by quantities, product liability, delays, reasonable means, the Seller or acts or omissions committed by F.5 Delivery is deemed to have cannot be held liable for not the Seller or the Seller’s taken place at the earliest of: supplying the Goods or services representative. Seller have no when the Goods are placed in accordance with the Order liability for any goods containing (a) alongside the Vessel at the Confirmation. In such situations hazardous material, chemical named port of delivery, or (b) the Seller shall give the Buyer substances and the like and will alongside the barge or other notice within reasonable time after have no liability in connection with vessel carrying the Goods to the the Seller becomes aware hereof. any supplier declarations of such. Vessel, or (c) placed at the The Seller shall initiate Buyer’s disposal. The Buyer has discussions with the Buyer on E.7 The Seller cannot be held to bear all and any costs related how to mitigate shortcomings in liable for any type of to the Goods and transportation quantity by supplying the missing consequential damages or thereof after delivery, hereunder quantities at a convenient indirect losses hereunder but not but not limited to costs of cranes port/place suitable for both parties. limited to any loss of profit, loss of and barge delivery and the Buyer use, loss of revenue, loss of will bear the risks of loss of or E.3 Any and all claims relating to contracts, loss of business, loss of damage to the Goods occurring a delivery shall be notified in goodwill, increased costs and after delivery. All risks insurance writing to the Seller no later than 3 expenses, lay-time, or for such barge/vehicle transport calendar days after delivery or in wasted expenditure. The Seller, shall be made by and for the case of non-delivery 3 calendar the Seller’s representative, driver account of the Buyer, including days after the anticipated delivery or any person representing the the risk for goods carried on deck. time unless the reasons for the Seller shall in no event be held claim could not be detected after responsible or liable for any delay. F.6 If storage of Goods is thorough examination at the time arranged by the Seller on request of delivery in which case the claim E.8 The Seller cannot be held of the Buyer the risk shall pass at must be notified in writing to the liable for non-performance due to the time the Goods are placed in Seller no later than 10 calendar an event of which storage. Transportation from the days after delivery. If the Buyer shall mean any cause of events place of storage shall be for the rejects to receive a delivery at the beyond the reasonable control of risk and account of the Buyer. time of delivery due to quantity or the Seller, hereunder but not quality concerns the Buyer must limited to unavailability of Goods F.7 If delivery is required outside immediately notify the Seller of from the sources of supply of the normal working hours of the the rejection. Claims and/or Seller, lack of reasonable means operation performing the delivery rejections notified later shall be of transportation, cyberattacks, or on a Saturday, Sunday or deemed time barred and fully hacking of IT systems and the like, religious, national or legal holiday waived by the Buyer. and acts of god. the expenses incidental to delivery at such time shall be E4. If a claim and/or rejection E.9. Limitations of liabilities in reimbursed by the Buyer. relates to quantity or quality the these Terms shall apply equally to claim shall be accompanied by the delivery of Goods and G. PAYMENT photos showing the non- services hereunder but not limited G.1 Payment shall be made by conformity and the original to storage and/or transportation the Buyer no later than on the due packaging with batch numbers services, freight forwarding, date stated in the . and include a written report custodian and/or carrier services. detailing the reasons for the claim G.2 Payment shall, unless and/or rejection. The Buyer must F. DELIVERY otherwise agreed in writing, be return the claimed Goods or F.1 Any delivery time agreed shall made in the currency stated on provide additional documentation be regarded as a best estimate the invoice, and all payments are as requested from time to time by and as an approximate delivery to be made free of bank charges the Seller. time. and other costs.

E. 5 If a valid claim exists, one of F.2 In all cases the Buyer must G.3 Payment shall be made to the the following remedies shall apply give not less than 72 hours of Seller’s nominated bank account in the sole discretion of the Seller: notice to the Seller of approximate as stated on the invoice or in cash 1) a refund of the purchase price delivery time, followed by 48 and if no credit has been agreed. of the non-conforming Goods; 2) 24 hours of notice, where last repair of the non-conforming notice must be final and exact. G.4 Payment shall be made in full, Goods; or 3) redelivery of the without any set-off, deduction non-conforming Goods. F.3 The Seller may in its own and/or discount, unless agreed in

discretion deliver the Goods of a writing prior to payment being E.6 The Seller’s total liability single Order Confirmation in one made. towards the Buyer under any one or more lot(s). Order Confirmation shall always G.5 In the event that payment is be limited to an amount equal to F.4 The Buyer warrants and not received by the Seller by the the stated price of the Goods or ensures that any government due date the Seller is entitled to services in such Order permits or approvals necessary interests at the rate of 2 percent Confirmation. This applies per month pro rata without irrespective of whether the

2 prejudice to any other rights or based on prior agreement on remedies available to the Seller. each occasion between the I. SANCTIONS COMPLIANCE parties. ANTI-CORRUPTION/- G.6 All costs and expenses BRIBERY incurred by the Seller in H.3 Owner’s Goods are I.1 The Buyer warrants that connection with the collection of considered as received for (i) the Buyer and the End-User is any overdue payments, including transport and/or storage only. The not in breach of any Sanctions but not limited to interest charges, Seller has accepted to carry such Laws; internal costs, expenses to goods to the receiving Vessel on (ii) that the Buyer is purchasing lawyers and debt collectors, court the condition that the Seller the Products as principal and not fees, etc, shall be indemnified by cannot be held liable for any loss, as agent, trustee or nominee of the Buyer upon demand from the damage or delay to the said any person or company with Seller. goods (in whole or in part) whom transactions are prohibited occurring during offloading, or restricted under any Sanctions G.7 All payments received by the storage, loading and Laws; Seller shall be applied first to transportation arising including (iii) the Vessel is not and will not settle interest as set out in clause but not limited to negligence on be employed, chartered or G.5, then to costs as set out in the part of the Seller or controlled by any person or clause G.6, and then to the subcontractors/representatives, company, or transport any , principal amount. and the Buyer shall indemnify the contrary to the restrictions or Seller from any loss and/or liability prohibitions under any Sanctions G.8 Notwithstanding any arising out of the performance of Laws; agreement to the contrary, any the services related to the (iv) the Buyer, the Vessel, or the and all amounts owed to the Owner’s Goods. End-User will not use or otherwise Seller will be due and payable employ the Goods or the Vessel immediately in case of bankruptcy, H.4 The Buyer acknowledges and for any purpose contrary to the insolvency, moratorium, accepts that barge transport may restrictions or prohibitions under reorganization or other situations be performed as deck cargo, and any Sanctions Laws. of the Buyer which affect the the Buyer shall have the sole Seller’s rights generally or which responsibility of proper and I.2 The Buyer acknowledges that in the sole opinion of the Seller sufficient packaging of the its conduct is subject to certain adversely affects the financial Owner’s Goods. anti-corruption and anti-bribery position of the Buyer. laws and regulations. Therefore, H.5 The Seller shall be deemed to the Buyer shall comply with all G.9 The Seller shall at all times have no knowledge of the weight, such applicable laws and be entitled to require that the contents or quality of the Owner’s regulations and agrees not to Buyer provides security for the Goods and in no way whatsoever offer, promise, pay or authorize proper performance of all its can the Seller be held responsible payment obligations to the Seller for same. the payment of any money or in such manner as shall be anything of value, or take any deemed sufficient by the Seller. H.6 With reference to Article G.5 action in furtherance of such a Failure to immediately provide above it remains the sole payment, whether by direct or such security shall entitle the responsibility of the Buyer to indirect means, to any public Seller, inter alia, to suspend ensure and the Buyer warrants official or private individual to further performance of any and all that Owner’s Goods are stored, influence the decision of such orders. transported, exported and person in the performance of any imported in accordance with all duties. G.10. In case of any default in applicable laws and regulations. payment by the Buyer, any rebate The Buyer shall indemnify the I.3 It is of highest importance to or discount awarded by the Seller Seller all costs borne by the Seller the Seller not to engage in any to the Buyer shall become non- related to the storage, transport, applicable and the Seller may export and/or import of the activity which might be in breach charge the full price for the Goods. Owners Goods if such are due to of any Sanctions Laws or any issues of compliance with laws anti-corruption and anti-bribery H. OWNER’S GOODS OR and regulations, or due to health laws and regulations, and the SUPPLIES and safety measures taken by the Buyer is obliged to immediately Seller to protect staff or property notify the Seller of any risk of H.1 In situations where the Seller belonging to the Seller or third has agreed to store and transport such breach. parties. items or goods on behalf of the

Buyer (such items are referred to I.4 If the Seller, in its sole H.7 The Buyer shall ensure that as ‘’Owner’s Goods’’), the sole discretion, believes that a breach proper insurance is covering the risk of the Owner’s Goods while of clause I.1 – I.3 has occurred Owners Goods during the period the goods are in the custody of the Seller is released from any of transport and storage by the the Seller, or third parties acting and all obligations under any Seller or its representatives. on the Seller’s behalf, remains agreement with no compensation with the Buyer. H.8 The Seller’s liability for owed to the Buyer, and the Buyer

carriage or storage of the Buyer’s shall be fully liable to the Seller for H.2 Storage and transportation of Goods shall always be limited in all losses, claims, costs and Owner’s Goods are provided to accordance with the clauses in expenses suffered as a the Buyer by the Seller only article F. consequence of such breach.

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J. ACCEPTANCE OF THESE governed by the General Maritime TERMS Law of the United States of J.1 If the company to whom the America with respect to the Order Confirmation is issued is existence of a maritime not the registered owner of the (regardless of the country in Vessel, the master or any other which the Seller takes legal action) officer or representative of the and in all other respects by the Vessel by signing or stamping the laws (substantive and procedural) delivery notes or other similar of the so chosen by document shall be deemed to the Seller. To the extent the have full authority on behalf of the application of the General Vessel and her owners to accept Maritime Law of the United States these Terms. of America with respect to the existence of a maritime lien is not recognized in the jurisdiction K. LAW AND ARBITRATION discretionarily chosen by the K.1 These Terms, and any and all Seller in accordance with this Order Confirmations, agreements clause K.3, the proceedings and / or transactions to which against the Buyer and / or any these Terms apply, shall be third party and / or the Vessel governed by and construed in shall be governed solely by the accordance with Danish laws (substantive and procedural) substantive law. CISG does not of the jurisdiction chosen by the apply. Seller in accordance with this clause K.3. K.2 Any dispute between the Buyer and the Seller, including, L. SEVERABILITY but not limited to, any disputes regarding the existence, validity or L.1 Should any part of these termination of these Terms, shall Terms be held invalid, void or be settled by arbitration unenforceable by applicable law, administered by The Danish the remainder of the Terms shall Institute of Arbitration in remain in full force. accordance with the Rules of Simplified Arbitration adopted by M. VALIDITY DATE The Danish Institute of Arbitration M.1 These Terms shall be in force and in force at the time when and valid for any and all contracts, such proceedings are orders, sales and deliveries of commenced. The place of goods or services by the Seller arbitration shall be Copenhagen. with effect from February 2, 2021. The language of such proceedings shall be English. If the claims and counterclaims exceed USD 500,000 in total the tribunal shall consist of three arbitrators and there may be an oral hearing, but otherwise the aforementioned Rules of Simplified Arbitration shall apply. The members of the Tribunal may be of Danish nationality, which also applies in case the Danish Institute of Arbitration shall appoint a sole arbitrator.

K.3 Notwithstanding anything to the contrary in clauses K.1 and K.2 above, the Seller shall - without prejudice to i) any rights hereunder of the Seller and / or ii) any claim raised pursuant to clause K.2 above - have the right to proceed against the Buyer and / or any third party and / or the Vessel in such jurisdiction as the Seller in its sole discretion sees and deems fit, inter alia for the purpose of securing payment of any amount due to the Seller from the Buyer. In such circumstances, the proceedings shall be

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