THIS CONTRACT IS BETWEEN THE CLIENT AND PRODUCT ENTERPRISE SUPPORT (hereinafter referred to as PES) AND IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS

The following terms and conditions apply to all services provided by any entity that is part of the "PES" as hereinafter defined:

In these terms and conditions:

(i) "Services" means any and all services provided to the Client by any entity that is part of the PES, as hereinafter defined, including any classification of the Client's vessel, equipment or machinery;
(ii) the "Contract" means this agreement for supply of the Services,
(iii) the "PES" means PES, its affiliates and subsidiaries, and the officers, directors, employees, representatives and agents of any of them, individually or collectively, and
(iv) Fees means those costs and charges invoiced to the Client by any member of the PES pursuant to this Contract.

2. The Client agrees to give the PES entity concerned every facility and necessary access to carry out the Services and undertakes to familiarize itself with the appropriate Rules and Regulations and, where appropriate, ensure that all sub-contractors and suppliers of components, materials or equipment do the same. The Client also agrees to oblige its subcontractors and suppliers to arrange the necessary plan approval surveys and to pay the PES entity's associated fees.

3. PES reserves the right to charge its Fees and charge additional Fees in the following circumstances:

(a) the delivery time(s) stated above are altered, changed or extended for any reason whatsoever in which case [ ] will be charged per week;

(b) surveys are requested at sites other than the yard(s) referred to above;

(c) any additional plans are submitted for approval, other than the original plan and one revised plan;

(d) where excessive re-inspection occurs or inspection outside of the agreed inspection and test plan;

(e) surveys are required to be carried out after normal local working hours, with the exception of sea trials;

(f) the ship is not fully completed by the yards referred to above;

(g) the Client requests a reduction or increase in the quantity of services not expressly provided for herein.

4. Please note that the Fees referred to above may not include Fees for survey and certification of materials, components, equipment and engines at manufacturers; additional fees may be charged to the manufacturers involved.

5. The Fees referred to in paragraph 3 above do not include any tax or duties required by law, and if required, any such tax or duty is chargeable to the Client in addition to the above referenced fees.

6. The Client agrees to pay PES's applicable fees for the Services and pay all undisputed portions of invoices for the Services within 30 days of the invoice date. PES reserves the right to charge interest at an annual rate of 5% above the greater of the Bank of England base rate of the central bank equivalent in the country wher the Client maintains its principal office on any amount remaining unpaid beyond 30 days, and may withhold any or all Services until the arrears, including interest, are paid.

7. The survey procedures undertaken by the PES entity including those followed during periodical visits are published in the classification Rules and Regulations. Surveyors will not be in continual attendance at the builder's premises. As construction and outfitting are continuous processes, the Client has the overall responsibility to the prospective owner to ensure and document that the requirements of the Rules and Regulations, approved drawings and any agreed amendments made by the attending surveyors have been complied with at all times.

8. The interpretation of the appropriate Rules and Regulations for classification is the sole responsibility and at the sole discretion of the PES entity concerned.

9. The Contract continues in force until terminated by PES or the Client, after giving the other party 30 days' written notice.

10. If the Contract is terminated by PES or the Client before the Services are completed, the Fees will be calculated on a pro rata basis up to the date of termination. Any reasonable costs directly attributed to early termination and any amounts then due will immediately become payable.

11. PES's services do not assess compliance with any standard other than the applicable rules and codes of Lloyd's Register, international conventions, or any other standards that are expressly agreed in writing by PES and the Client. Without limiting the generality of the foregoing, the issuance of a class certificate does not relieve the owner or operator of the vessel of its non-delegable duty to maintain the vessel in seaworthy condition.

12. If the Client requires classification services relating to vessels, machinery, or equipment in a jurisdiction in which PES itself does not do business, the Client hereby acknowledges and agrees that these services will be performed by a subsidiary or affiliate of PES that is part of the PES and that is authorised to conduct classification surveys and issue certificates on the vessel, machinery, or equipment, or by another person or entity that has been approved by PES to perform the services.

13. In providing Services, information, or advice, the PES does not warrant the accuracy of any information or advice supplied. Except as set out in these Terms and Conditions, PES will not be liable for any loss, damage, or expense sustained by any person and caused by any act, omission, error, negligence, or strict liability of any of the PES or caused by any inaccuracy in any information or advice given in any way by or on behalf of the PES even if held to amount to a breach of warranty. Nevertheless, if the Client uses the Services or relies on any information or advice given by or on behalf of the PES and as a result suffers loss, damage, or expense that is proved to have been caused by any negligent act, omission, or error of the PES or any negligent inaccuracy in information or advice given by or on behalf of the PES, then PES will pay compensation to the Client for its proved loss up to but not exceeding the amount of the fee (if any) charged by PES for that particular service, information, or advice.

14. Notwithstanding the previous clause no member of the PES will be liable for any loss of profit, loss of contract, loss of use, or any indirect or consequential loss, damage, or expense sustained by any person caused by any act, omission, or error or caused by any inaccuracy in any information or advice given in any way by or on behalf of the PES.

15. No PES entity will be liable or responsible in negligence or otherwise to any person not a party to the agreement pursuant to which any certificate, statement, data, or report is issued by an PES entity for
(i) any information or advice expressly or impliedly given by an PES entity,
(ii) any omission or inaccuracy in any information or advice given, or
(iii) any act or omission that caused or contributed to the issuance of any certificate, statement, data, or report containing the information or advice. Nothing in these Terms and Conditions creates rights in favour of any person who is not a party to the Contract with an PES entity.

16. The Client has a duty to provide a safe place of work for PES's surveyors. This duty relates to places of work which are under the control of the Client which can include ships, shipyards and offices.

17. Any dispute, claim, or litigation between any member of the PES and the Client arising from or in connection with the Services provided by PES shall be subject to the exclusive jurisdiction of the English courts and will be governed by English law.

18. No omission or failure to carry out or observe any stipulation, condition or obligation to be performed under the Contract will give rise to any claim against PES or any other PES entity, or be deemed to be a breach of contract, if the failure or omission arises from causes beyond that entity’s reasonable control.

19. No addition, alteration or substitution of the Terms and Conditions will bind PES or form part of this Contract unless it is expressly accepted in writing by an authorized representative of PES who expressly states in writing that PES is agreeing to alter these Terms and Conditions. In the event of any conflict between these Terms and Conditions and any document purporting to impose different terms, these Terms and Conditions will prevail.

20. Materials and equipment for the ship(s) in question are required to have PES certification as required by the Rules (see Part 2, Chapter 1, Section 1.1).

21. PES will keep confidential and not use or disclose to any third party outside the PES any data, plan or other technical information received from the Client except as may be required by law or as may be authorised by the Client. (The inclusion of data and plans on www.cdlive.lr.org does not in any way breach this duty of confidentiality.) This obligation will survive termination of the Contract. This obligation will not apply to any data, plans or other technical information that was in the PES's possession before its disclosure by or on behalf of the Client to the PES, or becomes part of the public domain through no fault of the PES or otherwise becomes available to the PES from an independent source not under a confidentiality obligation to the Client.

22. The Client shall indemnify and hold all members of the PES harmless from all claims, costs, proceedings, damages and expenses, (including legal and other professional fees and expenses), awarded against or incurred or paid by any member of the PES as a result of or in connection with any alleged or actual infringement, whether or not under English law, of any third party's intellectual property rights (including copyright) or other rights arising out of the use or supply of the information by or on behalf of the Client to any member of the PES.