22 May 2015

Translation of the general terms of delivery of Scheepsbouwkundig Advies en RekenCentrum (SARC) BV, located in
Bussum, The Netherlands.Chamber of commerce file no. 32060262
The following text is a translation from the Dutch language of the general conditions (Algemene leveringsvoorwaarden van
Scheepsbouwkundig Advies en RekenCentrum (SARC) BV). In the event of discrepancy between the English and the Dutch text,
the latter shall prevail.
General
1.1 These terms apply to all our quotations, confirmations of orders, sales, deliveries, fulfilments of works and all other agreements
concluded with us.
1.2 All orders and goods ordered, regardless of their names, of our principals/customers are supposed to contain recognition and
acceptance of these terms.
1.3 Terms of our principals/customers will only be applicable to the agreements concluded with us, as far as we have acknowledged
and confirmed this in writing.
Quotations
2.1 All our quotations are free of engagement, unless they include a term for acceptance.
2.2 If a quotation contains an offer free of engagement and this is accepted, SARC has the right to revoke the offer within two
weekdays after receipt of the acceptance.
Liability
3.1 Unless the damage has been caused by intent or serious misconduct of SARC or its management or liability arises from Title
3, Section 3, Book 6 Civil Code (product liability), SARC is never liable on any ground whatsoever for damage suffered by
the principal/customer as regards (the use and/or the storage of) products, services and/or advices, including loss of profit and
environmental damage and non-material damage.
3.2 Without prejudice to the provision in paragraph 1 of this Article, the contractual and third party liability of SARC is at all
times limited to the amount of the purchase price of the product and/or costs charged for advice, regarding which liability has
arisen.
3.3 Unless the damage has been caused by serious misconduct or intent of SARC or its management, the principal/customer will
indemnify SARC against all claims related to the (use of the) products, services and advices, from anyone, insofar as these
claims exceed the liability of SARC under the terms and he will compensate SARC for all damage suffered by SARC as a
result of such claims.
3.4 SARC does not accept liability for inaccuracies in data, in the broadest sense of the word, given to her by or on behalf of the
principals/customers, to use them at the performance of the contract concluded with SARC. SARC is not obliged to test the
data or documents received from the principal/customer or from a third party through him. SARC may trust in their correctness.
Our principal/customer will protect us in this matter in all respects against any claim of a third party resulting from such
inaccuracies.
3.5 SARC cannot guarantee the correctness of estimates made by her, based on empirical estimation formulae, approximation
formulae, statistical data and the like, nor can SARC accept any liability for this.
Delivery
4.1 All times of delivery are given by SARC to the best of her ability and knowledge, but entirely free of engagement. The time
of delivery, mentioned in a prospective confirmation of order, or given orally or by telephone, is determined as exactly as
possible by SARC.
4.2 If the delivery has to take place in stages, every delivery will be considered as a separate transaction with all its legal effects.
4.3 If the deliveries or operations cannot take place as usual and without interruption owing to causes that are not to our fault,
SARC is entitled to charge the resulting additional costs to the principal/customer.
4.4 If during the fulfilment of works undertaken by us appears that they are inoperable, either as a result of circumstances not
known to us, or by whatever force majeure, then SARC has the right to demand that the order granted to us is changed in such
a way that the fulfilment of the work becomes feasible, except for when the same as a result of the known circumstances or
force majeure will never be feasible. In that case SARC is entitled to a full compensation of our proceedings, irrespective of
their usefulness.
4.5 All expenses made by us at the principal's/customer's request are completely on his own account, unless otherwise has been
agreed upon in writing.
Price
5.1 If after acceptance of an order conditions occur which affect the price of the services or goods to be delivered, the
principal/customer is entitled to cancel the order completely or partly, so during 14 days after he has been acquainted with the
new price, at least could reasonably have taken note of it.
Force majeure
6.1 During force majeure delivery obligations and other obligations of SARC are postponed. If the period in which the force
majeure obstructs the fulfilment of SARC's obligations lasts longer than two months, both parties are qualified to annul the
contract without judicial interference, with no obligation to compensation in that case.
6.2 If SARC at the commence of the force majeure already has met part of its obligations, or only can meet part of its obligations,
then SARC is entitled to charge the part already delivered c.q. the available part separately and the opposing party is obliged
to pay this invoice as if it regarded a separate contract.

6.3 Force majeure in the sense of this Article is understood to mean circumstances which obstruct fulfilment of a contract and
which cannot be imputed to the seller. Among these will a.o. be included strikes, sickness of employees, transport disturbances,
bans or restrictions on import and export, fire, accidents, mobilization, war, danger of war, natural disasters, riots or provisions
of any government, seizures of any kind whatever, all this when they occur at the company of SARC as well as at suppliers.
6.4 SARC is also entitled to refer to force majeure if the nonimputable circumstance which obstructs the fulfilment of its contract
occurs after SARC had to meet its obligations.
Guarantee
7.1 With regard to granting any guarantee to items to be delivered by us, is explicitly reserved that no further guarantees are
granted to items not manufactured by us than are given by the actual manufacturer of these items.
Payment
8.1 Every payment has to take place within 30 days after the invoice date without discount or setoff, unless otherwise has been
agreed upon. In the event of exceeding of the term of payment SARC reserves the right to charge an interest of at least 1% per
month from the date of maturity, while a notice of default is not necessary and without prejudice to our right to recovery. All
judicial and extrajudicial costs of or in connection with the recovery are on account of the principal/customer.
Reservation of title
9.1 All goods delivered by us, irrespective of substitution, proceedings at the supplies and payments and proportional payments,
remain our property until the full purchase price has been paid.
9.2 The principal/customer is entitled to sell or handle the goods delivered by us in a normal way, but as long as any delivery of
goods has not yet been completely paid for the principal/customer is not entitled to pawn the goods to a third party or to let
them serve as a security for a third party or to transfer them by way of security to a third party under whatever title.
9.3 The principal/customer who is in default of payment is obliged to return to us the goods which have not yet been sold after the
first reminder.
Applicable law
10.1 Only Netherlands law is applicable to all contracts and/or legal relations to which these terms apply. All disputes may only
be submitted to the competent judge in Utrecht, provided that SARC is entitled to submit claims, whether or not at the same
time, against the principal/customer to other judiciaries that are competent to deal with such claims.
10.2 The applicability of the Vienna Sales Convention 1980 (CISG) has been excluded (as well as possible other regulations on
international contracts of sale which will apply after deposit of the terms in the Netherlands, if and insofar as exclusion of this
regulation will be feasible by law).
Intellectual property
11.1 Customer/principal obtains no intellectual property rights as regards the products, services and advices.
11.2 All rights to products, services and advices entirely or partly designed by or on behalf of SARC, whether or not in cooperation
with customer/principal, including computer programs, updates thereof and ship designs (including partial designs), are and
remain with SARC.
11.3 Customer/principal is not allowed to modify or remove distinctive marks or identification marks applied on the products or
its packaging, or to modify or counterfeit the products, services and advices or any part thereof.
11.4 SARC declares to the best of her knowledge that the products, services and advices do not infringe intellectual property rights
of a third party that are applicable in the Netherlands. In the event of claims of a third party as regards infringement of such
rights, SARC may replace or modify the relevant product if necessary, of parties may annul the contract entirely of partly.
11.5 Customer/principal will immediately inform SARC of any claim of a third party as regards infringement of intellectual
property rights regarding the products. In the event of such a claim solely SARC is competent to defend the case also on behalf
of customer/principal, who renders SARC full assistance as to this, or to start legal proceedings against that third party, or to
settle the case out of court with that third party. Customer/principal will refrain from such proceedings insofar as that
reasonably may be asked from him.
11.6 Customer indemnifies SARC against claims from a third party due to infringement of copyright, patent rights, trade marks
and/or any other right of industrial and/or intellectual property of third parties to goods that have been produced according to
a drawing, model and/or procedure from customer/principal.
11.7 Customer/principal is obliged to respect these rights and to inform SARC immediately of infringement.