Terms:Contractor shall mean LENGMAR SHIPPING LTD.Client shall mean customer of services to be rendered by LENGMAR SHIPPING LTD. upon repair work and ship repair work.Mobile team of experts shall mean a team consisting of at least 1 person being competent to perform repair work, including repair work on board of the vessel (ship repair work).Services (works) shall mean activities carried out by the Contractor in the Client’s interests in accordance with the ordered services related to repair work and ship repair work (including, but not limited to, inspection of salvage equipment (property), fire-fighting property and radio equipment, inspection of launching and lifting devices, boats) including supply of spare parts in the process of rendering all types of agreed services.Vessel shall mean a self-propelled or non-self-propelled floating structure used for the following purposes: transportation of goods, passengers, luggage and mail, fishing or other industry, towing other ships and floating objects, as well as for other purposes.Infrastructure facilities shall mean any production equipment, property of enterprises (companies) of different forms of ownership, legal and organizational forms.Nomination shall mean requests, proposals, agreements, order confirmations and obligations arising therefrom, to be carried out by sharing email notifications transmitted through communication channels that make it possible to find out that this notification is sent by the Client. In case of any circumstances whereunder nomination cannot be agreed on by email (late at night or any other circumstances), it is allowed to agree on nomination by using instant messengers via the Contractor’s and the Client’s representatives.
Application:
These General Terms and Conditions shall apply to performance of all types of services by mobile team of LENGMAR SHIPPING LTD specialists acting in the Client’s interests and/or on board of the vessel and/or in the interests of the vessel.
These General Terms and Conditions shall be treated as public Adhesion Agreement, i.e. the Client, having applied to the Contractor for rendering services, automatically agrees and joins this Agreement.
If a separate contract is signed between the parties (Contractor and Client) on rendering services (works) with the necessary essential conditions (subject of the contract, price, payment terms, obligations of the parties), these General Terms and Conditions shall not apply.
The parties have the right to use all existing means of communication in order to confirm nomination, including email, instant messengers (e.g. WhatsApp, Viber, Telegram, Signal, iMessage).
The Contractor is not obliged to verify powers of the Client’s representative when considering and agreeing on nomination. The risks of lack of powers shall be borne by the relevant natural person and by the Client.

Services:
The Contractor shall, in the framework of this Agreement and its standard services, render to the Client the following services, but not exclusively:
1. Repair and maintenance of diesel engines and vessel machinery;
2. Repair and maintenance of vessel machinery automation systems;
3. Electrical repair work;
4. Repair of hull, rudder, shafts, pipeline work on board of the vessel;
5. Supply of spare parts for vessels and infrastructure facilities;
6. Inspection of lowering and lifting devices, boats on board of the vessel;
7. Inspection of emergency equipment;
8. Inspection of fire-fighting property;
9. Inspection of radio equipment;
10. Inspection of CO2 systems;
11. Repair of infrastructure facilities (not vessel repair work).
By rendering services, the Contractor shall:
- carry out its activities in good faith in accordance with interests of the Client, shipowner or other Principal;
- act within the limits of its powers;
- may transfer performance of its functions to a third party (subject), bearing responsibility for such third party’s actions as for its own ones.
The Client, by using the Contracotr’s services undertakes:
- to pay invoices issued by the Contractor;
- to reimburse expenses incurred by the Contractor in the process of rendering services to the Client;
- to bear responsibility for violation of this Agreement.

Cost of the Contractor’s Services:
All prices shall be fixed in EUR/USD currency, Value Added Tax (VAT) inclusive where applicable.
Payment forms:
Hourly Fee – provides for calculation of the Contractor’s service cost for the time (in hours) actually consumed to complete the Client’s order (nomination).
Fixed Fee – provides for calculation of the Contractor’s service cost based on a pre-agreed fixed amount, regardless the time consumed to complete the agreed nomination.
Since, upon arranging nomination and completing preparations for performance of services (works), it is often impossible to determine final cost of works (services), as well as quantity and range of necessary spare parts, the Client agrees with the Contractor’s right to increase primary cost of services (works). However, the Contractor hereby declares on excluding any abuse of such right, while the Client hereby declares to pay the Contractor’s invoice in case of increasing final cost, within the time limits fixed by these General Terms and Conditions.
Payment form shall be agreed upon with the Client in each case separately. If payment form is not directly agreed upon, it shall be treated that payment by the Client is agreed upon within 30 days from the date of issuing invoice by the Contractor after completion of works (services) and signing by the parties Service Report, as well as after delivery of spare parts, if any, a confirmed by Delivery List. Delivery List and Service Report, signed by the Vessel’s authority and affixed with the Vessel’s seal, shall be deemed as official supporting documents for payment for services (works).
If the Client rejects the Contractor’s services due to circumstances beyond the Contractor’s control, the Contractor’s services (work) actually rendered till the moment of such rejection, as well as expenses incurred, shall be payable at an hourly fee, unless otherwise agreed by the parties in writing. In such case, hourly fee per 1 member of a mobile team of experts makes up 30 EUR per 1 hour of work based on a 10-hour working day, with incomplete hour shall be counted as a full hour. Time countdown commences from the moment when the mobile team of experts leaves for rendering services, as confirmed by the time indicated on their air tickets (or in another supporting document). Termination commences from the moment when the mobile team of experts departs from rendering services, as confirmed by the time indicated on their air tickets (or in another supporting document). In such case, the Client shall pay the Contractor’s invoice within 30 days from the date of issuing invoice by the Contractor, which may include cost of spare parts, if any supplied.
The Contractor’s invoices shall be subject to prepayment by the Client, unless otherwise provided in writing by the parties. The Contractor reserves the right not to commence rendering services until prepayment agreed upon by the parties is credited to its account.
Payment shall be usually made by the Client within 30 days from the date of issuing invoice by the Contractor, unless otherwise agreed in writing by the parties.
Invoices shall be deemed as issued on the date of sending their soft copies via instant messengers and/or to email of the Client’s representative and/or official public emails indicated on the Client’s website.

Responsibility of the Parties:
In case of non-fulfillment or improper fulfillment of obligations by the parties under the Agreement, liability arises under English law.
The Client, in particular, but not exclusively, shall be responsible for the following:
- any actions resulting in losses incurred by the Contractor and/or third parties;
- late payment for services and/or non-payment for the Contractor’s services as per issued invoices;
- disclosure of confidential information;
- intentional or unintentional actions that resulted in decrease in reputation, authority, image and trust in the Contractor.

Warranty:
Warranty period for the results of services (works) shall make up 6 months from the date of signing the document (act) by the parties, which records acceptance of rendered services (works performed), but anyway not exceeding 12 months from the date of actual completion of services (works).
Claims for identified defects should be filed by the Client as soon as possible, but not later than 48 hours from the moment of official documented identification, provided that all such defects were detected during the warranty period. In such case, the Client is obliged to involve the Contractor for drawing up an appropriate report on the procedure and terms for eliminating the detected defects (shortcomings).
Warranty shall cover exclusively the results of services (works) performed. Warranty shall not cover facilities (including mechanisms, equipment, property) whereon services (works) were not performed directly, even if such facilities are technically involved in operation of the facilities in respect whereof services (works) were performed. Warranty shall not cover consequential damages, losses of the Vessel, the Shipowner and the Client.
The Contractor is obliged to eliminate, at its own expense, shortcomings, malfunctions and violations in services (works) performed within a reasonable time.
All claims should be submitted to the Contractor in writing, indicating the following:
- Descriptions of the defective product, its type and serial number;
- Nature of the defect and the expected cause of its occurrence;
- Date of detecting the defect;
- Client’s requirements.
Warranty shall not cover normal wear and tear of materials, equipment and mechanisms or spare parts of inadequate quality. The Contractor is not responsible for defects arising due to improper operation of mechanisms, equipment, property in respect whereof services (work) were performed, including due to violating by the crew (employees) instructions for operation and maintenance of units and mechanisms installed or repaired by the Contractor.
Warranty shall not cover damages caused by improper quality of spare parts and other items for repair provided by the Client.
If work is performed during the warranty period, all costs, including, but not limited to, those related to relocation, accommodation, insurance, and food for mobile teams of experts, shall be borne by the Client.
In order to determine whether it is the Contractor’s fault and whether the Contractor is obliged to eliminate defects, unless otherwise agreed during negotiations, the parties shall jointly appoint an independent surveyor.

Ship arrest:
The Contractor, in case of violating obligation by the Client arising from maritime claim under this Agreement, in order to secure such a maritime claim, reserves the right to arrest the Vessel, in respect whereof such maritime claim arose and/or services (work) were carried out, or any other vessel whose owner was the Client at the moment when maritime claim arose, as well as detention of such a vessel in order to enforce a court decision in the jurisdiction of any state.
The Contractor has the right to arrest the Vessel, inclusive in case when the Contractor’s client was not the shipowner itself, but the vessel master confirmed by his/her actions performance of the relevant services (works).
All risks and costs, losses in case of such arrest shall be borne by the Client.

Confidentiality:
Unless otherwise provided by English law, the parties undertake to store and not to disclose information about the existence and content of the relations between the Client and the Contractor, as well as any written, oral, or any other information received due to rendering services by the Contractor to the Client, unless such information is not or will not become publicly available as a result of its authorized disclosure.

Arbitration Clause:
These Terms and Conditions shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Terms and Conditions shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or reenactment thereof save to the extent necessary to give effect to the provisions of this Clause.
The seat of the arbitration shall be England, even where the hearing takes place outside England.
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
The reference shall be to three arbitrators, one to be appointed by each party and the third, subject to the provisions of the LMAA Terms, by the two so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified in the notice, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if the arbitrator had been appointed by agreement.
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
In cases where the claim or any counterclaim exceeds the sum agreed for the LMAA Small Claims Procedure and neither the claim nor the counterclaim exceeds the sum of US$ 400,000 (or such other sum as the parties may agree) the parties may further agree that the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure current at the time when the arbitration proceedings and commenced. Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.

Assignment:
The Client shall have no right to transfer any claims or rights it may have against the Contractor to third parties without the Contractor’s prior written consent.

Severability:
If any provision of these General Terms and Conditions is/will be invalid, the remaining provisions will remain in effect.

Force majeure:
The parties shall be released from responsibility for non-fulfillment and/or improper fulfillment of obligations in case force majeure circumstances, namely: adoption by government bodies of regulations that significantly impede fulfillment of obligations, earthquakes, floods, fires, typhoons, hurricanes, military actions, mass diseases (epidemics, epizootics), restrictions on transportation, prohibition of trade transactions with certain countries due to imposing international sanctions, as well as in case of arising other similar circumstances that do not depend on the parties’ will.
The rules of force majeure shall not apply in any case to the obligation upon payment for the Contractor’s work.
Under such circumstances, provisions regarding term and procedure for fulfillment of obligations shall be suspended for duration of such circumstances.
Within 30 days from the date of force majeure occurrence, the party for which force majeure occurred shall notify the other party by e-mail on the date of commencement of such delay in work and its reasons. Likewise, within 30 days upon cessation of the obstacles, the party for which force majeure occurred shall notify the other party by email on the date of cessation of such obstacles, as well as shall fix a certain period during which obligations should be fulfilled. Upon receiving such notification, the Client and the Contractor shall hold negotiations in order to discuss and to arrange measures to be taken in order to mitigate effects of force majeure, as well as shall make all reasonable efforts aimed to resolve and to mitigate effects of force majeure.
The party for which force majeure occurred should provide to the other party a certificate or other official document issued by duly authorized body indicating occurrence of force majeure within 40 (forty) days after sending