These Terms shall apply to all Agreements into which they have been included by attachment or reference. Any amendments to or deviations from these Terms shall only apply if and to the extent explicitly set forth in an Agreement. Avatec may change these Terms at any time without notice; however, such changes shall not affect any Agreements that are effective at the time of change.

1 Definitions

1.1 Agreement – an agreement for the sale of Goods and/or provision of Services by the Company to the Client, into which these Terms have been incorporated by inclusion or reference.

1.2 Goods – corporeal and non-corporeal things, ownership of which passes from the Company to the Client during the performance of the Agreement.

1.3 Client – a company, government body, or a person who has submitted an RFP or made a PO to the Company.

1.4 Company – Avatec Marine, a private limited company established under the laws.

1.5 Force Majeure – circumstances defined in section 8 below.

1.6 Personnel – any individuals directly or indirectly employed by the Company, including without limitation its employees, contractors, officers, and those of its subcontractors if applicable.

1.7 Proposal – depending of its context, an invitation to offer or an offer made by the Company to the Client.

1.8 Purchase Order (PO) – a binding order made by the Client to the Company for the purchase of Goods and/or Services listed therein subject to the provisions set forth in these Terms and any relevant Proposals, if applicable.

1.9 Request for Proposal (RFP) – a non-binding indication of interest submitted by the Client to the Company.

1.10 Services – any services provided by the Company or its subcontractors to the Client under the Agreement.

1.11 Terms – these General Conditions of Sale and Services of Avatec Marine.

2 Formation of Agreements

2.1 Any information about the Goods and/or Services, including without limitation descriptions, illustrations, technical specifications and prices published by the Company on any websites and/or in any catalogues, brochures, or other promotional materials, is non-binding and subject to change at any time.

2.2 Any Requests for Proposal (RFP-s) submitted to the Company by the Client shall constitute non-binding indications of interest.

2.3 Any Proposals made by the Company to the Client, whether in response to an RFP or otherwise, shall constitute invitations to offer unless explicitly stated otherwise therein. By including these Terms into a Proposal by attachment or reference, the Company indicates its express intent to cause these Terms to concerning the content of the Proposal.

2.4 Any Purchase Orders (PO-s) made by the Client to the Company that contain a reference to a Proposal shall be deemed to include all terms contained in, attached to, or referred to in that Proposal, including without limitation these Terms. No additional or contradictory terms submitted by the Client shall be deemed a part of the PO, except if and to the extent explicitly accepted by the Company in advance. The PO, together with the Proposal referred to therein, shall constitute a binding offer for purchasing the products and/or services specified therein.

2.5 An Agreement shall be concluded when the Company (i) communicates to the Client the acceptance of the PO, which may also be done in in the form of a proforma or commercial invoice referring to the PO, or (ii) initiates the delivery of any products and/or services specified in the PO.

2.6 Any terms deviating from or additional to these Terms shall only apply to the Agreements if and to the extent they are contained therein, attached thereto, or referred to therein.

3 Sale of Goods

3.1 The provisions of this section 3 apply if the Company is to supply any Goods under the Agreement.

3.2 Delivery term. Unless explicitly stated otherwise in the Agreement, all Goods shall be delivered EXW (Incoterms® 2020).

3.3 Place of delivery. Unless explicitly stated otherwise in the Agreement, the place of delivery shall be any office, factory or warehouse customarily used by the Company; the Company shall notify the Client of the exact place of delivery at the earliest reasonable opportunity after the conclusion of the Agreement.

3.4 Delivery time. Unless the timeframe of delivery of the Goods is expressly stated in the Agreement, the Company shall communicate the delivery timeframe to the Client at the earliest reasonable opportunity after the conclusion of the Agreement and the receipt of all amounts agreed between the Parties as being payable in advance. The Company shall communicate the estimated time of delivery to the Client at the earliest reasonable opportunity after becoming aware thereof. However, the Company’s failure to deliver the Goods at the estimated time or within the agreed timeframe shall never entitle the Client to a claim for damages against the Company or permit the Client to withhold the performance of any of its obligations under the Agreement.

3.5 Partial deliveries. Unless explicitly agreed otherwise in the Agreement, the Company may deliver the Goods in any number of separate deliveries if (i) it notifies the Client thereof in advance and (ii) all partial deliveries shall occur during the delivery timeframe agreed between the Parties in advance. The Company may invoice the Client for each partial delivery separately.

3.6 Reservation of ownership. The Goods remain the exclusive property of the Company until the Client has fulfilled all its payment obligations to the Company; until the moment at which the ownership of the Goods is transferred to the Client, the Client must not actually or legally dispose of the Goods or perform any other action which would hinder or render impossible the unimpeded exercising of the title of ownership of the Company-

3.7 Export compliance. If the agreed place of delivery is outside the EU and unless explicitly stated otherwise in the Agreement, the Client shall bear all costs and risks of clearing the Goods for export from the EU. The Company shall, at the Client’s request and expense, assist the Client in obtaining the information and/or documents required by the countries of export, transit, and/or import.

3.8 Delay in acceptance. If the Goods cannot be dispatched from or handed over at the agreed place of delivery within the agreed delivery timeframe for any reason outside the control of the Company, the Company’s delivery obligation shall be deemed fulfilled, and the risk of loss or damage of the Goods shall immediately transfer to the Client. In such case the Company shall be entitled to make, at its own discretion and the Client’s risk and cost, any reasonable arrangements for the safe keeping of the Goods, including by means of storing or having stored the Goods at a warehouse of the Company’s choice in the name of the Client.

3.9 Inspection. The Client shall inspect the Goods or have them inspected immediately upon taking the delivery thereof. If the Client determines that any delivered Goods lack conformity to the Agreement, the Client shall, within 8 days from the date of taking delivery, notify the Company of the lack of conformity. All complaints shall be made on the complaint report form and contain a detailed description of the lack of conformity. The burden of proving the lack of conformity lies with the Client. If the Client makes no complaint during this time, the delivered Goods are deemed to conform to the Agreement.

4 Provision of Services

4.1 The provisions of this section 4 apply if the Company is to supply any Services under the Agreement.

4.2 Time of provision of Services. The Company shall make commercially reasonable efforts to complete the provision of the agreed Services within the agreed time. Such efforts include, without limitation, sending suitably qualified Personnel to the place where the Services are to be provided, by the start of the period during which the Services are to be provided. However, since it is impossible to foresee all relevant circumstances, any estimates and agreements concerning the total duration of the work required shall be non-binding.

4.3 Client’s obligations. If the Services are to be provided at a place other than the Company’s premises, the Client shall ensure that the Personnel arriving to that place may start working immediately upon their arrival and continue working without interruption or hindrance until the completion of the provision of Services. The Client shall make or have made any necessary preparations, including without limitation preparations necessary to ensure that the working environment meets any applicable and/or reasonable workplace safety requirements.

Additionally, the Client shall make available to the Personnel all support that the Company shall reasonably deem necessary, including without limitation the making available of skilled and unskilled personnel, installations, machinery, plant, equipment, tools, hoisting installations and ensure the availability of sufficient heating/cooling, lighting, water, and electricity, including the necessary power points and connections, all of which must satisfy all legislative and/or reasonable safety requirements.

The Company has no obligation to commence or continue provision of Services that may involve unnecessary or unacceptable hazards or risks, or where the workplace is not fully secure or prepared as set out in clause 4.3 above. The Company shall be entitled to reclaim from the Client any expenses and losses arising out from the workplace not being fully secure or prepared.

4.4 Working hours. Unless explicitly stated otherwise in the Agreement, the Services shall be provided during the normal business hours of the Company, as adjusted for the time zone of the place where the Services are being provided. Services provided outside the normal business hours, on Saturdays, Sundays or official public holidays, as well as hours during which the Personnel are available to perform the work, but during which performing the work is not permitted or is prevented by or on behalf of the Client, shall be charged separately on the basis of the hourly amount prevailing on that date. The Personnel shall, where possible, duly observe the working conditions on the premises of the Client.

4.5 Replacement of Personnel. The Company may replace the Personnel by other qualified personnel at any time at its own discretion.

4.6 Acceptance of Services provided. The obligation of the Company to provide the Services shall be deemed to be fulfilled when (i) the Company has notified the Client that the agreed Services have been provided and/or the acceptance protocol has been signed; or (ii) 8 days have elapsed after the date of the above-mentioned notification and throughout that period the Client has failed to inspect the Services provided for approval and/or has failed to inform the Company of its approval of or complaint concerning the Services provided; or (iii) the Client commences, without prior approval of the Company and during or after the period in which the Services are being or have been provided, the putting into commission or use of the goods for which or to which the Services have been provided.

5 Prices and Payments

5.1 Unless explicitly stated otherwise in the Proposal or Agreement, (i) all prices of the Goods are given as EXW (Incoterms® 2020); (ii) all prices of the Services are given exclusive of travel, accommodation, parts and supplies; and (iii) all prices and costs are given in Euros, net of any VAT or other taxes or levies.

5.2 The Company may charge an administration fee of up to EUR 100 per invoice.

5.3 The Company may request full or partial payment of the prices and (actual or estimated) costs before initiating the delivery of the Goods and/or provision of the Services.

5.4 Unless explicitly stated otherwise in the Agreement, the Client shall fulfill its payment obligations by transferring the money to the Company’s account. The payment obligation shall be deemed fulfilled when the funds reach the Company’s bank account.

5.5 Unless explicitly stated otherwise in the Agreement, undisputed invoices shall fall due in 30 days from the invoice date. If the Client has any objections concerning an invoice, such objections shall be communicated to the Company within 8 days from the invoice date; otherwise the invoice shall be deemed undisputed.

5.6 The Company may charge the Client a default interest of 0.5% of any overdue amount per day. Additionally, the Company may require the obligor to pay compensation for collection costs in the amount of 100 euros, as well as compensation for any damages caused by the delay in payment that exceed the fixed compensation amount.

6 Warranty

6.1 If the Client discovers, during the warranty periods set forth below, a material nonconformity of a Good or Service delivered under the Agreement, then the Client shall notify the Company of such nonconformity within 8 days from the date of becoming aware thereof.

6.2 The warranty periods, counting from the date of delivery, are: (i) for new Goods except consumables, the lesser of 12 months and the warranty period established by the original third-party producer of the Goods; (ii) for refurbished pre-used Goods, the lesser of 6 months and the warranty period established by the third party who has refurbished the Goods; (iii) for Services, 6 months or 2,000 working hours, whichever comes first. For the sake of clarity, there is no warranty for any non-refurbished pre-used Goods.

6.3 The Company shall inspect the complaint without undue delay. If possible, the Company will carry out the inspection remotely. If remote inspection is not possible but the allegedly nonconformant Good can be reasonably transported, the Client will deliver the allegedly nonconformant Good to the location where it was originally delivered to the Client, or a different location agreed with the Company. If remote inspection is not possible and the allegedly nonconformant Good cannot be reasonably transported or the alleged nonconformity pertains to a Service rendered by the Company, the Company will dispatch its Personnel to inspect the complaint at the location where the Good or Service was originally delivered, or a different location agreed with the Client.

6.4 If the Company approves the complaint, it will, in its sole discretion, either repair, replace or refund the Good or Service concerned. In case the approved complaint pertained to a Good that the Client has shipped to another location for inspection, the Company will not refund the Client’s expense of having shipped the Good for inspection.

6.5 If the Company disapproves the complaint, the Client will bear the costs of inspection, including, if applicable, return shipping of allegedly nonconformant Good, or the reasonable travel and accommodation costs of the Company’s Personnel dispatched to inspect the complaint on-site.

6.6 The warranty obligations of the Company set forth in this section 6 do not apply to defects resulting from normal wear and tear; inexpert handling; improper or incorrect installation, maintenance, repair, replacement by anyone except the Company without prior authorization of the Company; connection or integration of the Goods delivered by the Company with third-party goods except if such connection or integration has been approved by the Company or the manufacturer of the Goods in question.

6.7 Any Goods and parts and components thereof replaced by the Company in the course of performing its warranty obligations shall become the property of the Company; all replacement Goods, parts and components shall become the property of the Client. The warranty period of a Good or Service shall not be affected by any warranty replacement or repair.

6.8 The warranty obligations of the Company set forth in this section 6 only exist vis-à-vis the original Client and shall lapse immediately if the ownership of the Good or the object of the Service has been transferred to a third party.

7 Liability

7.1 Except for damages caused by willful misconduct or gross negligence, and insofar this is permissible under applicable law, (i) the aggregate liability of the Company to the Client for all claims, losses, or damages, whether arising from tort (including negligence), breach of contract, or otherwise in connection with any breach of the Agreement shall in no event exceed the total amount actually paid by the Client to the Company under the Agreement; and (ii) the Company shall not be liable to the Client for any indirect, special or consequential losses or damages, including without limitation loss of revenue, profits or business opportunities.

7.2 Nothing in this Agreement limits the Company’s liability for death, bodily injury or damage to the health of a natural person if such is directly caused by a defect in a product for which the Company is responsible as a producer or importer under the product liability provisions of the applicable law.

8 Force Majeure

8.1 “Force Majeure” means any extraordinary circumstances beyond the control of a Party who, at the time of the conclusion of the Agreement could not reasonably have been expected to take into account or avoid, and who cannot be reasonably expected to overcome the impediment or the consequences thereof.

8.2 A Party’s non-performance or delayed performance of an obligation under the Agreement shall be excused if and to the extent it is caused by Force Majeure, provided that the affected Party notifies the other Party of the impediment at the first reasonable opportunity.

8.3 Notwithstanding the foregoing, the Parties agree that Force Majeure includes the actions of any governments or international organizations in response to a pandemic (including without limitations bans or restrictions on the movement of goods or persons, requisition of goods, material, production facilities or personnel, issuance of official recommendations intended to mitigate the pandemic) if and to the extent such actions reasonably affect the performance of a Party’s obligations under the Agreement, even if that Party has been aware of the pandemic or those actions at the time of conclusion of the Agreement or of the arising of the obligation.

9 Term and Termination

9.1 The Agreement shall become effective as of the conclusion thereof as set out in clause 2.5 above, and remain in force until both Parties have fulfilled their obligations thereunder, or when terminated in accordance with the provisions of this section.

9.2 Either Party may cancel the Agreement by notifying the other Party if that other Party has breached its obligations under the Agreement and the cancelling Party has notified the breaching Party thereof and given an additional term of at least 30 days to cease and remedy the breach, but the breaching Party has remained in breach throughout the additional term or is clearly unable or unwilling to cease and/or remedy the breach during the additional term.

9.3 Either Party may cancel the Agreement by notifying the other Party if it becomes evident that the Company cannot deliver the Goods or provide the Services within the agreed timeframes, provided, however, that the Parties have first tried to negotiate a reasonable extension of such timeframes. In such case neither Party shall be entitled to any penalties or damages, but the Company shall refund to the Client any advance payments made before cancellation.

9.4 Either Party may cancel the Agreement with immediate effect by notifying the other party if Force Majeure persists for more than three months.

9.5 Obligations that have already become due at the moment of termination, and any obligations set forth elsewhere in the Agreement that are either expressly or implicitly intended to survive termination, shall survive the termination of the Agreement.

10 Confidentiality

10.1 Confidential Information means any non-public information about either Party, including without limitation non-public information about its owners, officers, employees, contractors, affiliates, business partners, products, services, resources, processes, plans, budgets and trade secrets. Confidential Information includes any non-public content of the Proposals.

10.2 The Parties shall only use the Confidential Information received from each other with the purposes of negotiating the terms of the Agreement or performing their obligations under the Agreement.

10.3 Upon the request of the other Party, each Party shall return or permanently destroy any copies of the Confidential Information of that Party.

10.4 The Parties shall protect the Confidential Information of each other at least as well as that of their own, but at least with reasonable care. The Parties shall make each other’s Confidential Information available only to such of their officers, employees, contractors and advisers who have a need to know and who are bound by a contractual or statutory confidentiality obligation that is at least as restrictive.

10.5 The confidentiality obligation does not extend to any information that is (i) developed by that Party without reference to Confidential Information; (ii) received by that Party from a third party without the receiving Party being aware or having to reasonably assume the breach of any confidentiality obligation; or (iii) made public by the other Party or any other data subject thereof.

10.6 The confidentiality obligation survives until five years have passed from the termination of the Agreement for whatever reason or the abortion or the precontractual negotiations.

11 Intellectual Property

11.1 All intellectual property rights including without limitation copyrights, patents, industrial designs, trademarks in any products or materials transferred or communicated from either Party to the other shall remain with their original owners. Unless explicitly stated otherwise in the Agreement, neither Party shall assign or license any intellectual property rights to the other.

11.2 The Client shall notify the Company immediately of any third-party claim that any Goods or Services infringe any third party’s intellectual property rights. In such case the Company shall be authorized to set up a defense or to take legal action against that third party, also on behalf of the Client.

11.3 If the Company has supplied any Goods or Services that have been based on the designs, drawings, specifications or instructions provided by or on behalf of the Client, then the Client shall warrant that such Goods and Services do not infringe the intellectual property rights of any third parties. Should a claim be made against either Party nevertheless, the Client shall indemnify and hold harmless the Company from and against any such claims.

12 General

12.1 Changes. The Company may change these Terms at any time without notice by publishing an updated version of the Terms on the Website. However, such changes shall have no effect to any Agreements effective at the moment of publication of the updated Terms. Changes in any effective Agreements shall only be valid if made in writing and signed by the authorized representatives of both Parties.

12.2 Assignment. The Company may subcontract its obligations under the Agreement to third parties but shall remain responsible for any acts and omissions of such third parties as those of its own. The Company may assign its rights under the Agreement by notifying the Client thereof. The Client may only assign its rights and obligations under the Agreement with prior written approval of the Company.

12.3 Survival. Any provisions of the Agreement that either are expressed to survive termination or from their nature or context it can be reasonably expected that they are to survive such termination, shall remain in force until the dates set forth in such provisions, or until these provisions can no longer be reasonably expected to survive.

12.4 No Waiver. No failure on the part of either Party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further or other exercise of such right or any other right.

12.5 Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof. It replaces all prior agreements, understandings, and negotiations between the Parties concerning the same subject matter. In case of inconsistencies between the terms and conditions of any Agreement forming part of the contract the inconsistency shall be resolved in the following order or priority: (i) explicitly agreed terms prevail over standard terms; and (ii) more recent terms prevail over older terms.

12.6 Severability. If any provision of the Agreement is held to be invalid or unenforceable, then the remainder of the Agreement shall remain valid and enforceable, and the Parties will attempt in good faith to replace the affected provision with a valid and enforceable provision that is a reasonable substitute therefor.

12.7 Notices. All notices and other communications given or made pursuant to the Agreement shall be made in English or language agreed by the Parties for communication purposes in the form that can be reproduced in writing. Notices sent to the e-mail addresses of the Parties set forth in the Agreement shall be deemed effectively given on the next business day after the date of sending. The contact details of a Party set forth in the Agreement shall be considered valid until that Party has notified the other of any change thereof.

12.8 Regulative changes. The Client shall bear the entire risk and cost arising out of any amendment to legislation or regulation by any government or classification society that enters into effect after the conclusion of any Agreement.

12.9 Applicable Law. The Agreements shall be construed and governed by the laws of Estonia without consideration of its conflicts of laws provisions. The Vienna Convention of International Sale of Goods (CISG) shall not apply.

12.10 Resolution of Disputes. The Parties try to resolve any disputes by means of bona fide negotiations. Failing that, the Parties agree that Harju County Court in Tallinn, Estonia, shall have exclusive jurisdiction over any charges brought against the Company, and non-exclusive jurisdiction over any charges brought against the Client.