Definitions

In the Agreement, the following words and phrases shall be attributed the following meanings:

“Affiliate” means any subsidiary, parent or holding company of any company or any other subsidiary of such parent or holding company. For the purposes of this definition "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1159 and Schedule 6, of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of: (a) another person (or its nominee), whether by way of security or in connection with the taking of security; or (b) a nominee.

“Agreement” means the Proposal provided by MDL to the Client for the sale of Goods and/or provision of Services, incorporating these terms and conditions by reference together with any special terms which may be agreed in writing between MDL and the Client.

“Claim(s)” means any claim of every kind and nature, demand, cause of action, proceedings, judgment, award, costs (including reasonable legal fees), liability, loss, expense, penalty, fine and damages.

“Client” means the person or company requesting from MDL certain Goods and/or Services pursuant to the Proposal.

“Client Group” means the Client, it’s clients of every tier, and its and their respective Affiliates and its and their contractors of any tier and their respective Affiliates, and its and their respective officers, directors, invitees and employees (including agency personnel), but shall not include any member of the MDL Group.

“Delivery Date” means such date as may be notified by MDL to the Client for delivery of the Goods.

“Fees” means the fees payable for any Goods and/or Services

“Goods” means the goods to be supplied by MDL under the Agreement.

“MDL” means Maritime Developments Limited, a company incorporated and registered in Scotland with company number SC200926 whose registered office is at Maritime House, Gateway, Moss Road, Aberdeen, AB12 3GW.

“MDL Group” means MDL and its Affiliates and its and their subcontractors of any tier and their respective Affiliates, and its and their respective officers, directors, invitees and employees (including agency personnel), but shall not include any member of Client Group.

“Parties” means MDL and the Customer and “Party” shall be construed to mean either one of them.

“Proposal” means MDL’s quotation for the supply of Goods and/or Services and any written amendments and special conditions applicable to the quotation agreed to by the Parties in writing.

“Services” means the provision of services (if any) to be provided under the Agreement by MDL.

“Site(s)” means the Client’s onshore and/or offshore premises as specified in the Agreement.

“Specification(s)” means the specification(s) for the Goods and/or Services set out in the Agreement

Interpretation

Clause and paragraph headings in these terms and conditions shall not affect the interpretation of this Agreement.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assignees. A reference to a company shall include a company, corporation, or other body corporate, whether and however incorporated or established.

Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

A reference to a statute or statutory provision, other than the references to Section 1159 of the Companies Act 2006, is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment,and includes any subordinate legislation for the time being in force made under it.

A reference to writing or written includes faxes and e-mail.

Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

To the extent that there is any inconsistency between the Agreement, any documents referred to in the Agreement, and any other document purported to apply to the transaction contemplated herein then these terms and conditions will be deemed to take precedence followed by any other documents referred to in the Agreement with the exception that any special terms agreed between the Parties in writing shall take precedence over these terms and conditions in the event of a conflict. Any other documents (to the extent that such other documents have been supplied by the Client) purported to apply to the transaction contemplated herein shall be excluded.

All orders for Goods or Services shall be deemed to be an offer by the Client to purchase Goods or Services pursuant to this Agreement. Acceptance of a Proposal for Goods and/or Services shall be deemed conclusive evidence of the Client’s acceptance of this Agreement.

MDL’s employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by MDL in writing. In entering this Agreement, the Client acknowledges that it does not rely on and waives any claims for breach of any such representations, which are not so expressly set out herein.

The Fees for the Goods and/or Services shall be as agreed between the Parties.

Where no Fees are agreed between the Parties the Fees payable shall be those listed in MDL’s current price list available on request. The Client acknowledges and agrees that all Fees are quoted by MDL on an EXW basis (Incoterms 2022).

MDL may, by giving notice to the Client, at any time up to seven (7) days before the Delivery Date in respect of Goods, and seven (7) days prior to the commencement of Services, increase the Fees for the Goods and/or Services to reflect any increase in the cost to MDL in providing the Goods and/or performing the Services where such increase is due to factors occurring after the date upon which MDL agreed to supply Goods and/or Services which are beyond the reasonable control of MDL (including foreign exchange fluctuations, taxes and duties, the cost of labour, materials and other manufacturing costs).

Within thirty (30) days from MDL invoice date the Client shall pay the Fees to MDL in Pounds Sterling (£).

The Fees are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Client at the rate and in the manner from time to time prescribed by law.

The Fees for Services shall not include travel and accommodation expenses which shall be charged by MDL separately. A further supplementary charge shall be made for Services performed outside MDL's normal working hours in accordance with tariffs applying to MDL's business.

All payments to be made by the Client under the Agreement shall be made without withholding or set-off on account of disputes, counterclaims or for any other reason whatsoever.

The time of payment of the Fees shall be of the essence of the Agreement and MDL shall be entitled to refuse to deliver the Goods and/or perform the Services as a result of such non-payment or delayed payment.

Unless otherwise agreed in advance in writing between the Parties, the Client shall provide MDL with an irrevocable continuing bank guarantee or letter of credit issued by a United Kingdom clearing bank on terms entirely acceptable to MDL for payment of the Fees and all other sums due under the Agreement no later than fourteen (14) days after the date upon which MDL agreed to supply Goods and/or Services to the Client.

In the event of the Client failing to provide such guarantees as required in Clause 4.6, MDL shall be entitled but not bound to terminate the Agreement and/or suspend or delay delivery of the Goods or performance of the Services until said letter has been delivered to MDL’s satisfaction, in either case without penalty and without prejudice to any Claims MDL may have for any antecedent breach of Agreement by the Client.

If the Client fails to make any payment on the due date, then without prejudice to any of MDL’s other rights MDL may:

suspend or cancel delivery or performance of any Goods or Services due to the Client; and/or

offset any payment made by the Client to such of the Goods or Services (or goods or services supplied under any other agreement with the Client) that MDL may in its sole discretion determine.

MDL at its absolute discretion may require an interim payment of Fees from the Client in respect of inter alia substantial outlays for parts and MDL shall be entitled to suspend all further works or deliveries or orders under this or any other Agreement if such interim payment is not received within seven (7) days of demand.

The Goods shall be delivered to the Client at MDL’s premises by MDL notifying the Client that the Goods are ready for collection or if some other place for delivery is agreed by MDL by MDL delivering the Goods to that place.

Risk in the Goods shall pass to the Client on the Delivery Date.

Notwithstanding Clause 5.1, in the event that MDL arranges delivery of the Goods to the Client otherwise than at MDL’s premises, the expenses of such delivery shall be met by the Client and shall be invoiced together with the Fees.

Any dates agreed between the parties for the delivery of Goods and the Delivery Date are approximate only and MDL shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by MDL in writing. The Goods may be delivered by MDL in advance of the Delivery Date upon giving reasonable notice tothe Client.

If the Client fails to take delivery of the Goods or fails to give MDL adequate delivery instructions at the time stated for delivery, (otherwise than by reason of any cause beyond the Client’s reasonable control or by reason of MDL’s fault) then, without prejudice to any other right or remedy available to MDL, (a) MDL may store the Goods until actual delivery and charge the Client for the reasonable costs (including insurance) of storage; or (b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Client for the excess over the Fees already paid or charge the Client for any shortfall.

Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions, the property in the Goods shall not pass to the Client until MDL has received in cash or cleared funds payment in full of the Fees plus VAT and all other sums due in respect of the Goods under this Agreement and in respect of all other Goods agreed to be sold by MDL to the Client for which payment is then due.

Until title to the Goods has passed to the Client, the Client shall:

(a) hold the Goods on a fiduciary basis as MDL's bailee;

(b) store the Goods separately from all other goods held by the Client so that they remain readily identifiable as MDL's property;

(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(e) hold the proceeds of the insurance referred to in 6.2(d) on trust for MDL and not mix them with any other money nor pay the proceeds into an overdrawn bank account;

(f) not sell the Goods on to any third party; and

(g) give MDL such information relating to the Goods as MDL may require from time to time, including any policy of insurance pursuant to 6.2(d).

The Client may re-sell the Goods before ownership has passed to it solely on the following conditions:

Any sale shall be affected in the ordinary course of the Client’s business at full market value; and

Any such sale shall be a sale of MDL’s property on the Client’s own behalf and the Client shall deal as principal in making such a sale.

The Client’s right to possession of the Goods shall terminate immediately if:

the Client is the subject of a petition for sequestration or makes an arrangement or composition with his creditorsor otherwise takes the benefit of any Act or other statutory or regulatory provision for the time being in force for the relief of insolvent debtors or (being a body corporate) convenes a meeting of creditors (whether formal or informal),or enters into liquidation (whether voluntary or compulsory, except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamations) or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client or;

the Client suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Agreement or any other agreement between MDL and the Client or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (as amended) or the Client ceases to trade; or

the Client encumbers or in any way changes any of the Goods. MDL shall supply a person who it considers to be competent in operating the equipment;

the Client shall not permit any other person to operate the equipment without obtaining prior consent in writing from MDL.

The Client grants MDL, its agents and employees an irrevocable licence at any time to enter any Site where the Goods are or may be stored in order to inspect them, or, where the Client’s rights to possession have terminated, to recover them.

The Client shall be responsible to MDL for ensuring the accuracy of the terms of the Agreement (including any applicable specification) and for giving MDL any necessary information relating to the Goods and/or with sufficient time to enable MDL to perform the Agreement in accordance with its terms.

The quantity, quality and description for the Goods shall be those agreed between the Parties.

MDL may from time to time make changes in the Goods which are required to comply with any applicable safety or statutory requirements, or which do not materially affect the quality or purpose of the Goods.

Where any of the Goods are designed by MDL, MDL reserves the right to modify the design, method of build and/or process for modification of any or all of the Goods sold by it without notice and without incurring any obligation or liability to provide Goods with such changed design or build or modification to replace Goods previously sold.

If Goods are supplied in accordance with a specification submitted by the Client, any additions and alterations required to be made to those Goods by MDL in order to comply with that specification shall entitle MDL to apply an extra charge to the Fees in this respect and MDL will be under no liability in respect of any delay in delivery occasioned thereby.

Where MDL builds and/or modifies Goods in accordance with drawings, plans, specifications or other information submitted by the Client, the Client will defend, indemnify, release and hold harmless MDL Group from and against any and all Claims by the Client Group arising from, relating to or in connection with the Agreement.

This Clause 8 shall apply where Services are to be performed under this Agreement.

MDL will provide the Services to the Client in accordance with the Agreement.

The Services shall not include:

the positioning of the Goods and/or connecting up of the Goods to the Client's equipment,

the supply and assembly of electrical lines,

excavation, cutting, demolition, mortaring, concreting, carpentry, plastering, painting and other similar work,

the painting of pipework or the external application in any other way of a protective layer thereto,

supply of the medium for which the Goods are intended and fitting the Goods therewith; or

the carrying out of cleaning work in connection with leakages occurring in the Goods,

each of which shall be the Client's responsibility.

All equipment and/or provisions and/or arrangements which are required for the Services and/or the proper operating of the Goods when assembled or testing of the Goods including sea trials, including without prejudice to the foregoing generality all lubricating oils, system oils and greases shall be for the account and risk of the Client and shall fall outside the responsibility of MDL. The Client shall be fully responsible to MDL for the correct and timely supply and execution of the said equipment and/or provisions and/or arrangements.

The Client shall ensure, at its own expense and risk, that

MDL's personnel are able to begin work as soon as they have arrived at the Site and are at all times given an opportunity to perform their duties during MDL's normal working hours or outside normal working hours if MDL should deem it necessary (acting reasonably);

suitable and safe accommodation and/or facilities are made available to MDL’s personnel.

all licences, permits, temporary permits and authorisations required by any applicable laws, rules and regulations for the performance of the Services or the supply of the Goods have been obtained prior to the commencement of the works by MDL’s personnel

the Site is suitable for storage of the Goods and performance of the Services,

the necessary storage places which are capable of being locked, are available for the storage of materials, tools and other equipment,

the necessary and customary assistance, additional labour, auxiliary machinery, materials and supplies (including but not limited to fuel, oils and grease, cleaning rags and other consumable supplies, gas, water, electricity, steam, compressed air, heating, and lighting) considered reasonably necessary by MDL are available and provided to MDL at MDL’s disposal free of charge and at the proper time and in the proper place,

all the necessary safety measures and precautions have been taken and are being maintained,

the Goods if shipped to Client are made available in the proper place at the beginning of and during the Services; and

work not included in the Agreement is duly and properly carried out so that the Goods and Services supplied shall not be subject to damage or delay.

Failure by the Client to comply with Clauses 8.3 or 8.4, shall entitle MDL to decline to perform the Services

MDL shall under no circumstances be liable for the costs of any sea trials or tests save as expressly provided for in terms of the Agreement including without prejudice to the foregoing generality any extension to or additional sea trials resulting from any defect or failure of the Goods and/or Services.

When a qualified operator is supplied by MDL with the equipment:

MDL shall supply a person who it considers to be competent in operating the equipment,

The Client shall not permit any other person to operate the equipment without obtaining prior consent in writing from MDL.

Any operator of the equipment supplied by MDL shall be under the exclusive control of the Client and the Client shall not be entitled to make any claim against and shall indemnify and hold MDL harmless against all claims arising out of any such operator’s act, accident, negligence, default or omission whilst under the Client’s exclusive control or otherwise in connection with the operation of the equipment.

The costs, charges and expenses relevant for the provision of Personnel, shall be specified separately in each Proposal

Where under the Agreement MDL are required to provide personnel in connection with the sale of equipment, the Client shall provide, at no cost to MDL, all routine and non-routine transportation for MDL-provided personnel between the onshore location specified in the Proposal and the onshore or offshore Site, offshore accommodation, messing facilities and meals. In the event that the project is onshore, the Client shall provide, at no cost to MDL, all onshore transport, accommodation and meals for all MDL-provided personnel. Any costs incurred by MDL will be reimbursed at cost+15%.

Other than as provided in this Clause 10 no warranty is given with respect to Goods and/or Services provided by MDL. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

Subject to Clauses 10.3, MDL warrants that at the Delivery Date, the Goods will meet the requirements of Clause 7.2 and will be free of defects in material and workmanship from the earlier of: (a) twelve (12) months from the date of actual delivery or the date on which the Client should have accepted delivery in terms of this Agreement; or (b) twelve (12) months from the date of first use (the “Warranty Period”).

The warranty in Clause 10.2 is given by MDL subject to Clause 10.5 and the following conditions:

the Client is required to give notice in writing to MDL during the Warranty Period that the Goods do not comply with the warranty in Clause 10.2; and

the Client is required to give MDL reasonable opportunity to examine such Goods (with any cost incurred in undertaking such examination at the expense of the Client); and

the Client shall (at the request of MDL) return the Goods at the Client’s costs to such a location as MDL may direct in order to examine the Goods,

whereupon MDL shall, at its option, repair or replace the defective Goods.

The foregoing shall be the Client’s sole and exclusive remedy in respect of any such defect in the Goods and MDL shall have no further liability to the Client in respect of the same. Any liability of MDL shall cease in the event of any other person undertaking any work in respect of such defects.

MDL shall not be liable for failure of the Goods and/or Services to comply with the warranty set out in Clause 10.2 if:

the failure to comply arises from a defect in any drawing, design or specification supplied by, or instructions received from, the Client; or

the failure to comply arises from fair wear and tear, wilful damage, negligence, improper assembly or installation by someone other than MDL, connection to unsuitable equipment, pipework or other materials, use in abnormal working conditions, failure to follow MDL’s instructions (whether oral or in writing), misuse, use of unsuitable and/or polluted oils or lubricants, the use of polluted or wet compressed air, the use of hydraulic oil with a cleanliness of less than NAS6; or

the Client makes any further use of the Goods after giving notice pursuant to Clause 10.3.1; or

the defect arises because the Client failed to follow MDL’s (or other manufacturer’s) oral or written instructions asto the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or

the Client alters or repairs the Goods without the written consent of MDL; or

the Fees have not been paid in full by the due date for payment.

The conditions set out in Clauses 10.4 and 10.5 shall apply to any repaired or replacement Goods supplied by MDL, however, nothing in the Agreement shall serve to extend any warranty period beyond the date of expiry of the original Warranty Period.

The warranty contained in Clause 10.2 does not extend to parts, materials or equipment not manufactured by MDL. To the extent that it is permitted to do so MDL shall pass the benefit of any third-party warranty made available to it in respect of such parts, material or other equipment to the Client.

During the performance of any work by MDL during the Warranty Period the Client shall supply the following for MDL Personnel:

Administration and arrangement costs for visas

Air travel and local transport, inclusive of meals, accommodation and subsistence for UK and overseas.

Day rates from the day of departure from home location to the day of return to home location.

Access to labour plant, personnel, spares and tools if at Client’s worksite.

In the event the Parties agree that MDL shall provide the additional services set out in Clause 10.8 then the Client shall reimburse MDL at actual documented cost plus fifteen percent (15%).

Any description, illustration, specification, drawing or materials contained in any catalogue, price list, brochures, leaflets and other descriptive matters of MDL represent the general nature of the Goods described therein but are indicative only and do not constitute a warranty or otherwise form part of the Agreement.

The indemnities provided in this Clause 11 shall be full and primary in all respects.

All exclusions and indemnities given under this Clause 11 and Clause 13 of the Agreement together with any indemnities contained within special conditions which may be agreed between the Parties shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified party or any other entityor Party and shall apply irrespective of any Claim in tort, under contract or otherwise at law.

The Client shall be responsible for and shall save, indemnify, defend and hold harmless MDL Group from and against all Claims in respect of:

loss of or damage to property of Client Group, including but not limited to the Goods after delivery, whether owned, hired, leased or otherwise provided by the Client Group arising from, relating to or in connection with the Agreement; and

personal injury, including death or disease, affecting any person who is a member of the Client Group arising from relating to or in connection with the Agreement, and

personal injury including death or disease or loss of or damage to the property of any Third Party arising from, relating to or in connection with the Agreement, and

loss of or damage to Third Party infrastructure, including but not limited to pipelines, wellheads, production trees, cables etc. arising from, relating to, or in connection with the Agreement.

MDL shall be responsible for and shall save, indemnify, defend and hold harmless the Client Group from and against all Claims in respect of:

loss of or damage to property of MDL Group, excluding the Goods after delivery, whether owned, hired, leased or otherwise provided by MDL Group arising from, relating to or in connection with the Agreement, and

personal injury including death or disease to any person who is a member of MDL Group arising from, relating to or in connection with the Agreement.

Except as provided by Clause 11.4, and notwithstanding any other provisions of the Agreement, the Client shall save, indemnify, defend and hold harmless MDL Group from and against any Claims arising from and/or in respect of pollution emanating or originating from any well or reservoir or from the property of the Client Group arising from, relating to or in connection with the Agreement.

Client shall be responsible for all taxes, import/export duties or levies, customs duties, fees and the like related to the performance of the work and shall indemnify MDL in respect of liabilities and associated costs and expenses which may be incurred in connection therewith.

For the purposes of this Clause 13, the expression “Consequential Loss” shall mean:

consequential loss under English law; and

loss and/or deferral of production, loss of product, loss of use (including without limitation, loss of use or the cost of use of, and increased expenditure related to property, equipment, materials and services including without limitation, those provided by contractors or subcontractors of every tier or by third parties), loss of revenue (which for the avoidance of doubt shall not include Fees due under the Agreement or damages of MDL for the loss of the Agreementany profit, revenue, expectation or opportunity thereunder), profit or anticipated profit (if any), in each case whether direct or indirect to the extent that these are not included in 13.1.1, and whether or not foreseeable at the commencement of the Agreement.

Notwithstanding any provisions to the contrary elsewhere in the Agreement except to the extent of any predetermined cancellation fees, MDL shall save, indemnify, defend and hold harmless the Client Group from MDL Group’s own Consequential Loss and the Client shall save, indemnify, defend and hold harmless MDL Group from the Client Group’s own Consequential Loss. The Client shall be responsible for and shall save, indemnify, defend and hold harmless MDL Group from and against all Claims in respect thereof.

MDL’s maximum aggregate liability arising out of or in relation to the Agreement shall be limited to the value of the Fees paid or payable to MDL under the applicable Proposal provided, however, that the foregoing limitation shall not apply to any indemnity given by MDL under Clauses 11 and 13.

Any exclusion or limitation of liability under the Agreement shall exclude or limit such liability not only in contract but also in tort or otherwise at law.

MDL reserves the right to terminate the Agreement at any time if in its opinion, conditions pertaining to the provisions of the Goods and/or Services make termination advisable on grounds of safety. The Client undertakes to furnish MDL prior to the Delivery Date with all relevant information affecting the provision of Goods and Services.

Any trials or movement of a vessel shall be at the Client’s sole risk in every respect and MDL shall be under no liability whatsoever to the Client for any act or default in or arising out of such trials or movement.

The specification and design of the Goods (including any patent, copyright, design right and other proprietary or intellectual property rights or confidential know how, trademark or process in the Goods) shall remain the property of MDL.

Where any potential patent or registrable right in any country in the world results from developments by MDL Group which are based wholly on data, equipment, processes, substances and the like in the possession of MDL Group such rights shall vest in MDL or another company within MDL Group as the case may be.

Where any potential patent or registrable rights in any country in the world results from enhancements of or in the existing intellectual property rights of MDL Group such rights shall vest in MDL or another company within MDL Group as the case may be.

Where designs or specifications have been supplied by the Client for manufacture by or to the order of MDL, then the Client warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.

The Client shall save, indemnify, defend and hold harmless MDL Group from and against all Claims in respect of any alleged infringement of any patent or proprietary or protected right arising from, relating to or in connection with the use by MDL Group of any design, specification, materials or equipment provided by the Client.

Notwithstanding any provision to the contrary elsewhere in the Agreement, where the Goods are supplied for export from the United Kingdom the provisions of this Clause 16 shall apply.

The Client shall be responsible for complying with any and all legislation or regulations concerning the importation of the Goods into the country of destination and for the payment of any duties thereon.

MDL shall not be liable for any:

lack of fitness of any docks/quaysides or premises which are not MDL's property, or which are not permanently occupied by MDL,

lack of any fitness of any cranes or equipment not owned by MDL,

failure by MDL (or its employees, servants or agents) to discover or warn the Client of any such lack of fitness,

consequences of complying with the directions of the owners or occupiers (or any of their servants) of any such docks/quaysides or premises.

MDL reserves the right to accept or reject any request for cancellation from the Client. In the event of such a request being acceptable to MDL, then MDL shall be entitled to payment for all Goods and/or Services provided and/or performed, as the case may be, at the date of such cancellation in addition to a cancellation fee of fifteen per cent (15%) of the total value of the cancelled Goods or Services

Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement (other than a payment obligation) if such delay or failure result from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for forty (40) Business Days, the Party not affected may terminate the Agreement by giving ten (10) Business Days' written notice to other Party.

Neither Party shall, during and after termination of the Agreement, without the prior written consent of the other Party, use or disclose to any other person any information of the other Party which is identified as confidential or which is confidential by its nature.

Each Party shall on demand and on termination of the Agreement surrender to the other Party all materials relating to such confidential information in its or its personnel’s, agents' or representatives' possession.

The Client shall not subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent without the prior written consent of MDL. The Client shall in all cases retain sole responsibility for the performance of the tasks assigned to it under the Agreement, regardless of the use of authorised subcontractors.

Any dispute between MDL and the Client in connection with or arising out of the Agreement shall be resolved by means of the following procedure:

The dispute shall initially be referred to the Managing Directors of MDL and the Client.

If no agreement is reached under 22.1.1 above, the Parties may attempt to settle the dispute by a form of Alternative Dispute Resolution to be agreed between the Parties.

In the absence of any agreement being reached on a particular dispute either Party may, subject to Clause 22.2, take appropriate action in the Courts to resolve the dispute at any time.

It shall be a condition precedent to the referral of a dispute to the Court under Clause 22.1.3 that the Party which intends to commence proceedings in relation to the dispute first uses its reasonable endeavours to follow and complete the procedure set out in Clause 22.1.1.

The Parties shall act as independent Parties with respect to the Agreement. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make any Party the agent or employee of the other Party, or authorize any Party to make or enter into any commitments for or on behalf of the other Party.

The Agreement constitutes the whole agreement between the Parties and supersedes all previous agreements between the Parties relating to its subject matter. Each Party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement.

Nothing in this Clause or the Agreement shall limit or exclude any liability for fraud or for fraudulent misrepresentation.

The Client agrees that the terms of any other document (including any purchase order or invoice terms) purported to apply to the Agreement shall not so apply and the terms thereof are hereby excluded.

As far as reasonably practicable, MDL shall comply with the instructions given by the Client.

Wherever practicable, the Client instructions shall be given in writing.

If the Client,

• gives an oral instruction, or

• receives a written confirmation of the oral instruction, within two (2) calendar days of MDL receiving an oral instruction, or

• does not reply by issuing a written rejection and/or instruction, within two (2) calendar days after receiving the confirmation,

then the confirmation shall constitute the written instruction of the Client.

Any Variation Order will be deemed to have time and cost implications to Client, unless otherwise specified.

Unless Client formally rejects the Variation Order within two (2) calendar days of receipt, MDL will deem the changes noted to be accepted by Client and requested work will proceed, in order to avoid further delay to schedules.

Should Client reject the Variation Order within two (2) calendar days, all work will be put on hold until resolution is reached, which may cause additional delays which will be wholly to Client schedule and account. Any costs will be documented and associated costs charged back to Client at Cost +15%.

Should Client reject the Variation Order out with the two (2) calendar days, further costs and delays may be applicable to reverse any changes undertaken as a result of the original variation or deviation request. Any costs will be documented and associated costs charged back to Client at Cost +15%.

Any timescales related to Liquidated Damages or any other charges in the main agreement will be revised as a result of any changes to timescale caused by Variation Orders.

Any notice or other communication required to be given under the Agreement, shall be in writing and shall be delivered personally, or by electronic mail to addresses notified by both Parties in writing, or sent by pre-paid post or recorded delivery, or by commercial courier, to each Party required to receive the notice or communication to the address for MDL as set out below and to the address for the Client as provided by the Client, or as otherwise specified by the relevant Party by notice in writing to each other Party.

Maritime Developments Limited

Maritime House

Gateway Moss Road

Aberdeen, AB12 3GW

Email: gary.wilson@maritimedevelopments.co.uk

For the attention of: Mr Gary Wilson

Any notice or other communication shall be deemed to have been duly received:

if delivered personally, when left at the address and for the contact referred to in this Clause;

if sent by commercial courier, on the date and at the time of signature of the courier's delivery receipt;

if sent by electronic mail, on the date and at the time it was sent; or

if sent by pre-paid post or recorded delivery, 9.00 am on the second Business Day after posting.

The provisions of this Clause 26 shall not apply to the service of any proceedings or other documents in any legal action.

No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted or amended then that provision shall continue to apply but with the minimum modification deemed made as is necessary to make it legal, valid and enforceable.

The Agreement and any non-contractual rights and obligations arising out of or in connection with its subject matter, shall be governed and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.

The ruling language of the Agreement shall be the English language.

Subject to Clause 30.3, the Parties intend that no provision of the Agreement shall by virtue of the Contracts (Rights of Third Parties) Act 1999 (the “Act”) confer any benefit on, nor be enforceable by any person who is not a party to the Agreement.

For the purposes of this Clause 30, “Third Parties” shall mean third parties which are not part of the Client Group or MDL Group.

Subject to the remaining provisions of the Agreement, Clause 11 and Clause 13 are intended to be enforceable by a Third Party.

Notwithstanding Clause 30.3, the Agreement may be rescinded, amended or varied by the Parties to the Agreement without notice to or the consent of any Third Party even if, as a result that Third Party’s right to enforce a term of the Agreement may be varied or extinguished.

Both Client and MDL shall uphold the highest standards of business ethics in the performance of this Agreement. Honesty, fairness and integrity shall be paramount principles in the dealing between the Parties.

Neither Party shall knowingly involve itself in any business in connection with, or use information arising from, this Agreement, in any manner which conflicts with the interests of the other Party.

In relation to this Agreement, Client irrevocably and unconditionally warrants and represents: (a) that it will comply with all applicable laws, statutes, regulations, and codes relating to bribery, corruption, anti-trust, money laundering, trade sanctions, financial sanctions and criminal matters including, but not limited to, the Bribery Act 2010, Modern Slavery Act 2015, the United States Foreign Corrupt Practices Act 1977, any other antibribery laws and regulations of the countries in which any aspect of this Agreement will take place, and all such legislation as the same may be modified, supplemented or replaced, and will not cause MDL to be subject to punitive measures under any laws; (b) that Client has, and shall maintain in place throughout the duration of this Agreement, its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, Modern Slavery Act 2015and the United States Foreign Corrupt Practices Act 1977 to prevent contravention of the laws and regulations referred to in this Clause 32.3 and to ensure compliance with local law and will enforce them where appropriate.

Client shall procure that any persons associated with Client, including Client Subcontractors: (i) will not do, or omit to do, any act that will cause or lead MDL to breach the laws and regulations referred to in Clause 31.3 and (ii) will not cause MDL to be subject to punitive measures under any laws.

MDL may, at its sole discretion, suspend or terminate this Agreement at any time and without liability if it believes in good faith that Client has breached any of the obligations it has undertaken pursuant to this Clause 31.

If MDL terminates this Agreement for a suspected breach of this Clause 31, Client shall not be entitled to claim compensation regardless of any activities or agreements with additional Third Parties entered into before such termination of this Agreement.

For the purposes of this Clause 31, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with Section 5.6 7(2) of the Bribery Act 2010 (and any guidance issued under Section 9 of that Act) and Section 8 of that Act respectively as may be modified, supplemented or replaced.

Client shall indemnify and hold harmless the MDL Group from and against any losses, liabilities, penalties, damages, costs, taxes, levies, duties, claims, expenses (including but not limited to legal fees and investigation expenses) and any associated fines and penalties incurred by, or awarded against, MDL as a result of any breach of the obligations set out in this Clause 32 by Client or persons associated with Client, any person working for Client or any Third Party retained by Client.

Where either Party receives any Personal Data (as defined by the EU General Data Protection Regulation (EU 2016/679), UK General Data Protection Regulation and UK Data Protection Act 2018 or any successor legislation and any secondary legislation) (hereinafter called the “Acts”)) from the other Party, it shall ensure that it keeps it confidential, fully complies with the provisions of the Acts, and only deals with the Personal Data to fulfil its obligations under the Agreement and for the purpose for which it was provided.

Client must only transfer the Personal Data to a Third Country (as defined in the Acts) with the consent of Contractor and in compliance with the Acts. Where Client is based in a Third Country, Client must provide equivalent levels of protection for the Personal Data to that required by the Acts.

Either Party must notify the other Party immediately but in any event within 24 hours after becoming aware of any actual, suspected or alleged loss, leak or unauthorised use or disclosure of the Personal Data.

In addition to the above Terms and Conditions, Project Specific Special Conditions may also be included and take precedence. These shall be discussed between MDL and Client.