These  General Terms and Conditions –shall, unless otherwise agreed in  writing, apply to all sales of parts (the “Parts”) by any authorized  member, agent or representative of SUM8 MARITIME  (the “Supplier”)to a  purchaser(the“Buyer”). The Supplier’s offers are non-binding until  accepted and confirmed by a purchase order issued by the Buyer in  compliance with these conditions which  is acknowledged  by the  Supplier(any such acknowledged purchase order, a “Contract”). These  Conditions shall form an integral part of  the Contract.The Buyer may  not change or cancel any purchase order after it has been received by  the Supplier unless the Supplier has agreed in writing to such change or  cancellation.

2.1  Neither party shall copy or disclose to a third party any document or  data provided by the other party without the  prior written  consent of  the other party or use them for purposes other than those for which they  were provided. Intellectual property rights associated with the Parts  or any document or data provided by the Supplier in connection therewith  shall remain the Supplier’s property. The Buyer shall defend, indemnify  and hold harmless the Supplier against all claims, losses and damages,  including reasonable attorneys fees, arising out of or resulting from  any reuse, modification, reproduction or publication of the Supplier’s  intellectual property documents or data. To the extent there is a  conflict between the foregoing provisions regarding confidentiality and  intellectual property and any terms or conditions of any software  license agreement,the terms and conditions of such software license  agreement shall prevail.

2.2 Notwithstanding the foregoing, the Buyer consents to the collection and  use of information and to the ownership of the derived or incorporating  works as set forth herein. The Buyer shall be responsible for providing  equipment technical data through any reasonable means requested by the  Supplier, including internet-connected devices. The term "Equipment  Technical Data" refers to all data relating to the technical operating  parameters of any equipment delivered, including without limitation, all  information that the Supplier shall gather from sensors, instruments,  monitors, or other industrial control or SCADA devices located at the  Buyer’s sites or on the equipment delivered. Equipment Technical Data  shall be transmitted to the Supplier for purposes including, but not  limited to, developing its products, solutions and services. The  Supplier, the Supplier’s parent, subsidiaries and/or affiliates shall  own all works, products, reports and improvements each may develop based  upon, derived from, or incorporating Equipment Technical Data.  Equipment Technical Data may be transferred; (a) to the Supplier’s  parent, subsidiaries and/or affiliates and (b) to third parties who act  for or on the Supplier’s behalf for processing in accordance with the  non-exclusive purpose(s) listed above or as may otherwise be lawfully  processed. Equipment, Technical Data may also be disclosed to a third  party if the Supplier is required to do so due to an applicable law,  court order or governmental regulation, or if such disclosure is  otherwise necessary in support of any criminal or other legal  investigation. The Supplier’s rights to use Equipment Technical Data  shall survive the termination or expiration of the governing agreement,  the terms and conditions and/or any understanding between the parties  hereto with respect to Supplier’s rights to use Equipment Technical Data  and any applicable warranty period and any other commercial contract  between the Supplier and the Buyer.

3. CYBER SECURITY PROTECTION

3.1  Unless otherwise agreed,upon delivery of any equipment provided by the  Supplier, or any communication form supplier to the buyer, the Buyer  shall be solely responsible for system integrations and/or system  security engineering for any equipment not provided by the Supplier. It  is the Buyer’s sole responsibility to protect Critical Components from  any External Cybersecurity Threat or Internal Cybersecurity Threat,  including against hardware and software vulnerabilities.In recognition  of the foregoing, the Buyer agrees and covenants that it shall use the  degree of care appropriate to prevent unauthorized access, use, or  hacking of the Critical Components provided in connection with any  equipment provided by the Supplier and shall do so in a manner that is  no less rigorous than any recommendations provided by the Supplier and  accepted industry practices.

3.2  “External Cybersecurity Threat” is any threat, act, attack or other  incident which negatively affects the reliable workings of any equipment  provided by the Supplier, which originated outside of the physical site  housing such equipment.

3.3  “Internal Cybersecurity Threat” is any threat, act, attack or other  incident which negatively affects the reliable workings of any equipment  provided by the Supplier, which originated inside of the physical site  housing such equipment.

4.1  All references to trade terms shall be interpreted in accordance with  Incoterms® 2010. Unless otherwise agreed in writing, the Parts shall be  deemed to be sold “Ex-Works”. Any date or period for delivery stipulated  or quoted shall be deemed to be an  estimate only. Packing materials  shall not be returned to the Supplier, unless previously agreed . The  Buyer shall be deemed to have accepted the quantity and quality of the  Parts delivered by the Supplier as being in accordance with the Contract  unless the Buyer has notified the Supplier of any shortages or damage  within three (3) days following delivery of the Parts. No returns of  Parts will be permitted or allowed by the Supplier.

4.2  If the Buyer anticipates that it will be unable to accept the delivery  of Parts at the time set forth in the Contract, the Buyer shall notify the Supplier in writing stating the reason and the time when the Buyer  anticipates being able to accept the delivery. The Buyer shall pay the  part of the Contract price that becomes due at the delivery as if the  delivery had taken place. The Supplier may by notice require the Buyer  to accept the delivery within a final reasonable time. Any additional  costs related to such delay shall be borne by the Buyer.

4.3 The Supplier has the right to suspend the performance of its  obligations under the Contract if it is reasonably clear from the  circumstances that the Buyer will not be able to perform its obligations  as stated in the Contract.

Unless  otherwise agreed, payment shall be made by bank remittance in the  currency and to the bank account set forth in the Supplier’s invoice  within thirty (30) days following the date of the invoice. Payment shall  be made in full without any set off,counter claim or deduction.The  Buyer shall pay interest on overdue payments from the maturity date  until the actual date of payment at the rate of one and one quarter  percent (1.25%) per month, compounded monthly.The Buyer shall pay the  Supplier all costs related to the collection of overdue amounts,  including reasonable attorneys fees. In the event any payment is more  than sixty (60) days late, the Supplier shall be entitled to suspend or  terminate the Contract by written notice to the Buyer, and such remedies  shall not be exclusive of the Supplier’s additional rights under  contract or law. Title to the Parts shall pass to the Buyer only when  payment in full has been received by the Supplier. The Supplier may as a  precondition for delivery of Parts, request: (i) advance payment;  and/or (ii) that the Buyer pays or provides security covering any unpaid  amount already owed to the Supplier or one of its affiliates.

6.1The  warranty period for the services rendered begins from the date of  commissioning of equipment, and ends three (3) months from the date of  commissioning, unless agreed in writing otherwise. The Buyer shall  immediately take appropriate steps to prevent any defect identified  during the warranty period from becoming more serious, and all warranty  claims with respect to this warranty shall be made in writing without  delay and not later than fourteen (14) days following discovery of such  defect during the warranty period.The Buyer shall have the  responsibility to establish that its claim is covered by this warranty.  Warranty for any spares, equipment or items supplied will be governed by  the explicit terms pertaining to the supplies as mentioned in the  estimates that are submitted for each individual enquiry form buyer.

6.2  The Supplier shall not be liable for any defect due to or arising in  connection with: (1) any materials, components, tools, designs or  software provided by the Buyer; (2) negligence or willful misconduct of  the Buyer; (3) parts, accessories or attachments other than those  supplied as Parts by the Supplier if any; (4) improper service work,  installation or alterations carried out by the Buyer; (5) normal wear  and tear; (6) use of unsuitable material or consumables by the Buyer;  (7) fluctuation in the grid; or (8) any use, service or operation of the  Parts which is not in conformity with manuals, instructions or  specifications provided by the Supplier or which is otherwise not in  accordance with normal industry practice. The Supplier’s warranty  obligation does not include any cranage, electricity, scaffolding,  docking, diving, sub-sea work, towage costs, demounting or mounting  costs, expenses of the Supplier's personnel or representatives, taxes  and duties, and all such costs and expenses shall be reimbursed by the  Buyer to the Supplier when applicable. If after the Supplier’s warranty  investigation it is found that the Buyer does not have a warranty claim  within the scope of these Conditions, then the Buyer shall be  responsible for all applicable costs and expenses for such inspection,  repaired or replaced components or other service work.

6.3THIS  CLAUSE 6 SETS FORTH THE ONLY WARRANTY APPLICABLE  AND IS IN LIEU OF ANY  OTHER WARRANTIES, GUARANTEES, OBLIGATIONS AND LIABILITIES EXPRESS OR  IMPLIED INCLUDING WARRANTIES, GUARANTEES, OBLIGATIONS OR LIABILITIES  AGAINST NON-CONFORMITY OR DEFECTS. THE BUYER HEREBY WAIVES ALL OTHER  REMEDIES,WARRANTIES,GUARANTEES AND LIABILITIES, EXPRESS OR IMPLIED,  ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION FITNESS FOR  PURPOSE, MERCHANTABILITY OR SATISFACTORY QUALITY).

7.1  IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF  WARRANTY, TORT LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR  OTHERWISE, SHALL THE SUPPLIER BE LIABLE FOR ANY  INDIRECT,CONTINGENT,SPECIAL,CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER  CAUSED OR ARISING (WHETHER ACTUAL OR ANTICIPATED) NOR FOR LOSSES OR  DAMAGES(WHETHER ACTUAL OR ANTICIPATED)CAUSED BY REASON OF UNAVAILABILITY  OF THE EQUIPMENT OR THE FACILITY, SHUTDOWNS OR SERVICE INTERRUPTIONS,  LOSS OF USE, LOSS OF PROFITS OR REVENUE, LOSS OF SAVINGS, LOSS OF  REPUTATION, INVENTORY OR USE CHARGES, COST OF PURCHASED OR REPLACEMENT  POWER, INTEREST CHARGES OR COST OF CAPITAL ANY CLAIMS OF THE BUYER’S  CUSTOMERS, PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF SUBSTITUTED  EQUIPMENT, SPARE PARTS OR SERVICES OR REPLACEMENT, REMOVAL OR  RE-INSTALLATION SERVICE WORK NOT ARISING FROM THE WARRANTY PROVIDED  HEREIN,TOWAGE CHARGES, POLLUTION REMEDIATION COSTS, COSTS OF DOCKING,  DIVING OR SUB-SEA WORK, DAMAGE TO ANY VESSEL, ENGINE ROOM OR POWER PLANT  SITE, YARD OR OTHER PROPERTY (INCLUDING DAMAGE TO GOODS OWNED BY THE  BUYER,DAMAGE TO ANY EQUIPMENT OR PROPERTY OTHER THAN THE EQUIPMENT,  COMPONENTS AND PARTS DELIVERED HEREUNDER, COSTS FOR ANY ADDITIONAL  TESTS, SEA TRIALS, DEBRIS REMOVAL OR FOR LOSS OF TIME OR USE OF ANY  EQUIPMENT, INSTALLATION SYSTEM, OPERATION OR SERVICE.

7.2  NOTWITHSTANDING ANY OTHER PROVISION OF THE CONTRACT, IN NO EVENT SHALL  THE SUPPLIER’S AGGREGATE LIABILITY TO THE BUYER UNDER THIS CONTRACT,  WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR  ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THIRTY PERCENT(30%) OF THE  CONTRACT PRICE.

7.3   Each party shall obtain a waiver of all rights of recourse and  subrogation against the other party from its insurers as well as  indemnify and hold the other party harmless for all claims of or by  either of the parties insurers.

7.4   The Supplier shall not be liable for any harm, injury or damages due  to or arising in connection with: (1) software provided by the Buyer;  (2) monitoring, digital and/or cybersecurity-related systems other than  those provided by the Supplier;or(3)improper service work,installation  or alterations carried out by the Buyer on any monitoring, digital  and/or cybersecurity-related systems. “Improper Service Work”  is any act or failure to act which contradicts the OEM recommended  maintenance, configuration and advisable operations resulting in  detrimental reliability or increased possibility of failure.

8.1ThepartiesagreethatthePartsshallbedeliveredsubjecttoallapplicable  export controls,sanctions or restrictions imposed on technology and  products by any country or organization or nation which are enforceable  in the jurisdiction of the Supplier, its affiliates or parent company,  including the Suppliers country, the United Nations, the European Union  and the United States of America. The Buyer acknowledges that the Parts  and all related technical information, documents and materials may not  be imported or exported, re-exported, transshipped, traded, diverted or  transferred, directly or indirectly, contrary to such controls,  sanctions or restrictions.

8.2TheBuyerconfirmsthatthePartssuppliedwillbeusedsolelyforpeaceful  purposes. The Buyer further confirms that the Parts will not be used in  connection with, or for purposes associated with any chemical,  biological or nuclear weapons, missiles or any other vehicles or vessels  capable of delivering such weapons,or in support of any terrorist  activity,or in connection with any other military end use. Nor will the  Parts be re-sold if it is known or suspected by the Buyer that it is  intended to be used for such purposes. Upon request by the Supplier, the  Buyer shall furnish the Supplier with all the relevant certificates  relating to export control laws, regulations, sanctions and  restrictions, such as, but not limited to, end-user certificates, in  form and substance specified by the Supplier.

8.3  The Supplier has no liability resulting from delay, cancellation or  amendment of this sale resulting from export controls, sanctions or  other applicable restrictive measures.

Neither  the Supplier nor the Buyer shall be liable for any failure or delay in  performing its obligations hereunder, or for any loss or damage  resulting therefrom, caused by or arising from an event of force majeure  (“Force Majeure”) which includes without limitation acts of God, wars  whether declared or not,any events involving ammunition of war,civil  wars and riots, hostilities,public disorder,acts of terrorism and severe  threat of terrorism,any measures taken by public authorities in  connection with threat of terrorism, embargos and import or export  restrictions, acts of civil or military authorities,  sanctions,boycotts,fire,flood,accidents,strikes,failure of a  subcontractor or sub-supplier to provide manpower, materials or goods  caused by an event that qualifies under this Clause 9, epidemics,  unusually severe weather affecting either party, or causes beyond their  control.

The  Buyer hereby grants to the Supplier a continuing security interest, and  when applicable a maritime lien for necessaries, in and to the Parts,  together with all goods into which the Parts are attached at any time,  and all products and proceeds derived from the sale or lease thereof as  security for the payment in full of such Parts.

The  Buyer shall pay,where applicable,all duties,with holding and other  taxes, customs fees and charges and all charges and fees by a  classification or inspection society.All such documentation or approvals  which are required by applicable laws, and any applicable modifications  of such laws, shall be the responsibility of and paid by the Buyer.All  supplies made in any country will be governed by the applicable tax laws  of that country in line with all applicable laws of the land, and the  buyer must provide the necessary documentary proof to meet the tax  exemptions where applicable, failing of which, the supplier retains the  right to claim any lawfully applicable tax, within a period of 6 (Six)  months of affecting the supply, by submission of additional invoices.

12.1Unless  the parties agree otherwise in writing, the Contract shall be governed  by and interpreted in accordance with the laws in force in principal  place of business of the Supplier,excluding the conflict of law rules  applicable in such jurisdiction. 

12.2  Nothing contained in this Clause shall preclude the Supplier from  bringing legal action or proceeding against the Buyer for purposes of  enforcement, injunctive relief or interim or remedial measures in the  courts of any jurisdiction where the Buyer or any of its property or  assets may be found or located, and the Buyer hereby irrevocably submits  to the jurisdiction of any such court.

13.ONSITE AND VESSEL ATTENDANCE BY SUPPLIER : SAFETY AND SECURITY COMPLIANCE

The  supplier agrees to ensure that all the attending personnel who are  directly under the employment of the supplier, while attending vessels  or industrial installation for onsite inspections and service, will  utilize all appropriate personal protective equipment as per normal  industry standards. However, any specialized personal protective  equipment required for the safety of the supplier’s personnel, such as,  but not limiting to, life jackets, working vests, SCBA, safety harness,  chemical resistant suits shall be provided by the buyer based on the  established risk assessment practices. Suppliers representatives to  strictly abide by the safety and security management system that is in  prevalence at the site of the work being undertaken. The ship to shore  transfers, and visa versa, of the suppliers personnel are to be done by  authorized and approved industry means and qualified service providers  appointed by the buyer, with the service providers vetted to the buyers  satisfaction. Notwithstanding any of the above, all or any of the  suppliers attending personnel’s, retains the right to refuse to  undertake any activity, if there is reasonable and justifiable cause of  safety or security concern. The suppliers shall ensure that all the  attending personnel are suitably qualified and/ or experienced for  undertaking such onsite operations.

These  Conditions, plus the additional agreed upon terms of the Contract  (relating only to price, time and location for delivery, technical  specifications and quantity of Parts to be delivered) and the terms and  conditions of any software license agreement executed in writing by the  Supplier and the Buyer and pertaining to software or other data provided  in connection herewith (“License Agreement”) contain the entire  agreement and understanding between the parties hereto with respect to  the subject matter hereof and supersede all prior agreements and  understandings relating to such subject matter. Any service work to be  provided by the Supplier to the Buyer shall be in accordance with the  Supplier’s General Terms and Conditions – Service Work (latest version  then in effect). If a provision of these Conditions is at variance with  necessary requirements of applicable law, then these Conditions shall be  deemed to be amended to the minimum extent necessary to comply with  such applicable law. No terms, conditions, representations, warranties  or covenants contained in any correspondence, catalogue, or in any other  form shall be applicable unless incorporated herein by express written  agreement of the parties hereto.