TERMS AND CONDITIONS FOR LARS KRAUTHAMMER,
MARINE CONSULTANT

Version:09.09.2019

GENERAL

These Terms of Engagement shall be the terms applicable to the contract between Client and the Consultant in respect of the Services to be provided by the Consultant.
Where any amendment to the Terms of Engagement has been agreed explicitly or implicitly in writing and has been accepted, such amendments shall be incorporated herein.

1.Definitions

“Consultant “ is the Surveyor/ Consultant/ Naval Architect trading under these conditions.
“Client” is the party at whose request or on whose behalf the Consultant undertakes surveying/ consulting services.
“Report” means any report or statement supplied by the Consultant in connection with instructions received from the client.
“Disbursements” means the cost of all reasonable photography, reproduction of drawings, diagrams, sketches, printing and use of IT -software or other tools necessary specially for this job. It also includes Consultant cost for travelling, subsistence and hotel accommodation where needed.
“Fees” means the fees charged by the Consultant to the Client and including any value added tax where applicable and any Disbursements.

2.Scope

The Consultant shall provide its services solely in accordance with these terms and conditions.

3.Work

The Client will set out in writing the service which it requires the Consultant to provide. The Consultant will confirm in writing that it accepts those instructions or alternatively what services it will perform in connection with the Client’s instructions. Once the Consultant and the Client have agreed what services are to be performed (the services) any subsequent changes or additions must be agreed by both parties in writing.

4.Payment

The Client shall pay the Consultant Fees punctually in accordance with these Conditions and in any event not later than 8 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 Consultant to interest at 5% above the Base Lending Rate of the Danish Central Bank prevailing at the time of default.

5.Obligations and Responsibilities

(a) Client: The Client takes to ensure that the full instructions are given to the Consultant and are provided in sufficient time to enable the required Service to be performed
effectively and efficiently and to produce all necessary access for the Consultant to goods, premises, vessels, installations and transport and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions. The Consultant shall not be liable for the consequences of late, incomplete, inadequate or ambiguous instructions.

(b) Consultant: The Consultant shall use reasonable care and skill in the performance of the services in accordance with sound marine surveying/consulting practice.

(c) Reporting: The Consultant shall submit a final written Report to the Client following completion of the agreed Services describing the Consultant findings and the condition and/or quality of the object and/or purpose of the assignment, unless otherwise expressly instructed by the Client not to do so.

(d) Confidentiality: The Consultant undertakes not to disclose any information provided in confidence by the Client to any third party and will not permit access to such information by any third party unless the Client expressly grants permission, saves where required to do so by an order of competent court of law.

(e) Property: The right of ownership in respect of all original work created by the Consultant remains the property of the Consultant.

(f) Conflict of Interest/ Qualification: The Consultant 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 Consultant to continue its involvement with the appointment. The Client shall be responsible for the payment of the Contractor’s Fees up to the date of notification.

6.Liability

(a) Without prejudice to Clause 7, the Consultant shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising, UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Contractor or any of its employees or agents or subcontractors.

(b) In the event that the Client proves that the loss, damage, delay or expense suffered was caused by negligence, gross negligence or wilful default of the Consultant aforesaid, then save where loss, damage, delay or expenses has resulted from the Consultant’s personal act or omission committed with the intent to cause same recklessly and with the knowledge that such loss damage, delay or expense would probably result, the Consultant’s liability for each incident or series of incidents giving rise to a claim shall
never exceed the sum of DKK 1.000.000,00 in accordance with the Contractors Liability Insurance limitation.

(c) Without prejudice to (a) and (b) above, the Consultant shall not be liable for loss of or damage to physical equipment and property placed at its disposal by, or on behalf, of the Client however such loss or damage occurs, unless such loss or damage was caused by act or omission committed with intent to cause some or recklessly with knowledge that such damage would probably result.

7. Indemnity

Except for the extent and solely for the amount therein set out that the Consultant would be liable under Clause 6, the Client hereby undertakes to keep the Consultant and its employees, agents and subcontractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever arising which may be brought against them or incurred or suffered by them, and against and in respect of all cost, loss, damages and expenses (including, but not limited to, legal cost and expenses on a full indemnity basis) which the Consultant may suffer or incur (either directly or indirectly) in the course of the Services under these Conditions.

8. Force Majeure, Hardship and Frustration

The Consultant shall not be liable to the other for any failure to perform its obligations under the contract caused by acts, events, omissions or accidents beyond their reasonable control. This shall include Force Majeure and any frustration of the contract.
The Client carries the risk for any event outside the reasonable control of the Consultant that may encure increased costs for the Consultant in his direct line of work for the Client, such as extended hotel stays or changed air flights etc.
The Client acknowledge that the Consultant has limited financial resources, and the Consultant shall be free of any liability whatsoever, if the Consultant is forced to abandon any contract of service due to financial hardship.

9. Insurance

The Consultant shall effect and maintain, at no cost to the Client, Professional Liability Insurance for such loss and damage for which the Consultant may be held liable to the Client under these terms and conditions.

10. Consultant’s Right to Subcontract

The Consultant shall have the right to subcontract any of the services provided under the Conditions, subject to the Client’s right to object on reasonable grounds. In the event of such a subcontract the Consultant shall remain fully reliable for the performance of its obligations under these Conditions.

11. Time Bar

Any claims against the Consultant by the Client shall be deemed to be waived and absolutely time barred upon the expire of one year from the submission date of the Report to the Client.

12. Jurisdiction and Law

These Conditions shall be governed by and construed in accordance with the laws of Denmark and any dispute shall be subject to the exclusive jurisdiction of the Danish Courts.