1.         ORDERS

1.1.      All orders from Riga Ship Management SIA (RSM) and Th. Jacobsen Management AS (THJM) are subject to these conditions for purchasing (the “Conditions”).

1.2.      These Conditions supersede any conditions of sale offered by the Vendor.

1.3.      All orders of RSM and THJM are to be confirmed by RSM/THJM in writing, either by fax, electronically (e-mail/web), or by ordinary mail.

1.4.      All orders from RSM/THJM shall be related to an exclusive Purchase Order number (PO no.) Vendors’ order confirmations and invoices without correct PO no. may be rejected.

1.5.      Each of Vendor’s order confirmations and invoices shall not refer to more than one Purchase Order. In case of several simultaneous POs the Vendor shall issue one Order Confirmation followed by one invoice for each PO.

1.6       Orders received verbally from persons related to RSM/THJM are not considered as firm until a PO No. has been provided; ref. clause 1.3. The Vendor is responsible for obtaining the PO No., by contacting the offices of RSM or THJM.

1.7       In extraordinary situations above routines may be temporarily set aside by RSM/THJM or the relevant Captain.

2.         CONFIRMATION OF ORDER

2.1.      Vendor should always confirm the order as soon as possible and latest 24 hours. after receipt of order. If Vendor fails to do so, RSM/THJM may cancel the order.

2.2.      Vendor’s acceptance of the order includes acceptance of these purchasing terms without any reservations.

3.         PACKAGING AND EXPENSES

3.1.      Price includes all required packing and protection for shipment by air or ship, according to shipping practice.

3.2.      All deliveries shall be individually packed for each PO no. and marked with RSM/THJM order numbers and vessel name. If consolidation is possible for a separate vessel, please advise RSM/THJM.

3.3.      All packing shall be clearly marked in English clearly identifying the contents.

3.4.      Packing lists shall be delivered to the forwarder or ships agent, containing all necessary data regarding marking, contents, number of packages, units etc. Remaining items, (backorder) shall be highlighted separately (on a separate list/page). Such an information shall be sent the buyers office prior to delivery.

4.         REQUIREMENTS (Standard, class, certificates etc.)

4.1.      All equipment/materials shall meet all relevant requirements and regulations (e.g. IMO, NIS, Solas, DNV).

4.2.      All written documentation shall be enclosed with the delivery. Copies of certificates or other relevant technical documentation to be forwarded to RSM/THJM.

4.3.      Prior to delivery, the seller shall control and ensure that the delivery, both material and documentation are fully in accordance with all relevant requirements for the delivery.

5.         FORWARDING AND DELIVERY INSTRUCTIONS

5.1.      Unless other special terms of delivery have been agreed between the parties, the ordered equipment/materials shall be delivered at the time and place stated in the purchase order.

5.2.      If Vendor fails to meet the stated or agreed delivery time, RSM/THJM reserve the right to reject the order, and the Vendor is liable for any loss of RSM/THJM or their related companies and, in particular, is liable for covering the incurred expenses, including all running expenses, i.e. off-hire, extra barge hire etc.

5.3.      All documentation required by RSM/THJM in connection with an order, shall be considered as an essential part of the delivery and will consequently be subject to clause 5.2

5.4.      If any delay occurs, Vendor is obliged to notify RSM/THJM immediately. Failure to give the above-mentioned notice preclude Vendor from claiming force majeure, and might also result in RSM/THJM’s right to claim compensation. Ref, clause 5.2.

5.5.      If no transport instructions are given in the order, the Vendor shall obtain such prior to dispatch.

5.6.      All materials and equipment are to be delivered to the agreed place of delivery with appropriate packing and marking and according to agreed terms.

5.7.      Packing lists shall cover one order only. If the consignment comprises more than one package, each package shall have a separate packing list.

5.8.      All packages are to be clearly marked in accordance with the packing lists, and in accordance with the instructions given in the order.

5.9.      Buyer reserves the right to return the package(s) not marked in accordance with instructions laid down in the order.

6.         PRICES AND INVOICES

6.1.      All prices shall be firm and fixed and shall include all the Vendors expenses related to the delivery as specified in the order, including packing according to directions given in the order.

6.2.      Each invoice is to cover one order only, clearly marked with vessels name and PO no.   Ref. clause 1.2.

6.3.      Delayed payment due to incorrectly addressed or prepared invoices, is at Vendor’s sole risk.

6.4.      Vendor’s final invoice shall be submitted to buyer within 90 days after complete delivery. Claims from Vendor in connection with order not received by buyer within this limited, are precluded and are consequently not valid.

6.5.      In case or incorrect invoiced amount a credit note for the full amount shall be issued together with a new, corrected invoice. Partial credit notes will not be accepted.

7.         INDEMNIFICATION

7.1.      Vendor shall indemnify buyer from and against all claims, expenses and losses from any infringement of patent, license, copyright etc, arising from or in connection with goods or requirement supplied or work carried out according to this order.

8          ACCEPTANCE, LAW AND VENUE

8.1       Buyer will not accept sellers statement that their ”Conditions of Sales” etc. will apply, unless otherwise agreed. These Conditions supersede any conditions of sale offered by the Vendor.

8.2       If the Vendor for any reason should fail or not be capable of fulfilling his obligations, for whatever reason, RSM/THJM will maintain the right to assign all the Vendor’s agreements with the sub-suppliers in order to fulfill Vendor’s obligations and RSM/THJM’s rights according to this agreement.

8.3       This Agreement shall be construed in accordance with, and governed by, the laws of England.

8.4       All disputes arising in connection with this Agreement, concerning origination, contents, interpretation or other issues, shall first be negotiated between the Parties in good faith with the aim of reaching an amicable solution.

8.5       If not resolved pursuant to Clause 8.6, any dispute related to this Agreement shall be subject to arbitration in the City of London pursuant to the Arbitration Act 1996 or, for claims of less than USD 100,000 in accordance with the Small Claims Procedure of the LMAA (London Maritime Arbitrators Association).