Shipping | Standard Terms and Conditions

1. Definitions

"Contractor Group" shall mean GAC, GAC's affiliated companies, , and any employees or personnel of any of the aforementioned entities, but shall not include any member of Customer Group.

"Customer Group" shall mean the Customer, its customer and suppliers, the vessel owner(s) and operator(s), any of the aforementioned entities affiliated companies and any of their contractors, and any employees or personnel of any of the aforementioned entities, but shall not include any member of Contractor Group.

"Agreement" or "Framework Agreement" shall mean the agreement entered into between GAC and the Customer, including these terms and conditions for Shipping Services.

"Purchase Price" shall mean the total price to be paid for the Shipping Services as specified in GAC's invoice to the Customer.

"Shipping Services" shall mean any services and commercial assignments carried out by GAC for the Customer, except for the product categories "Logistics", "Marine" and "Bunker". “Logistics”, “Marine" and "Bunker" services are subject to separate terms and conditions as set out in Appendix 7 and 8 and separate agreement(s) with the Customer.

2. Scope and application

These terms and conditions shall apply for all Shipping Services rendered by GAC to the Customer under the Framework Agreement. Any terms or conditions other than this Framework Agreement shall not apply, and any references to such terms or conditions shall be disregarded and considered null and void.

3. GAC's obligation to perform

The Customer may request GAC to perform Shipping Services as set out in Appendix 1 of the Framework Agreement. GAC shall, subject to availability and acceptance, perform the requested Shipping Services in accordance with these terms and conditions. GAC may in its absolute discretion decide the manner in which it carries out the Shipping Services as well as the subcontractors employed for that purpose.

4. Information from the Customer

The Customer shall provide GAC with all information and instructions relevant for GAC to carry out the Shipping Services. GAC may rely on such information as being correct and complete and the Customer shall have no claim against and shall indemnify, defend and hold GAC harmless from any such claim for damage or losses incurred as a result of incorrect or incomplete information provided by the Customer. If instructions are insufficient and there is no time to obtain the information required, GAC will carry out the Shipping Services in accordance with industry practice.

5. Proforma Disbursement Account and remuneration

The Customer may receive a Proforma Disbursement Account ("PDA") where the standard fees for the Shipping Services are included. For Shipping Services performed but not included in a commercial proposal or PDA, payment shall be made according to GAC's standard fees.

6. Funds in advance and payment

Unless otherwise agreed in writing GAC requires funds in advance equivalent to the total estimated cost as specified on the Customer's PDA. The funds shall be received into a nominated bank account before the vessel’s arrival. If unforeseen expenses are incurred, additional funds may be requested. If funds are not received prior to the vessel’s arrival, GAC can in its sole discretion refuse to provide the Shipping Services until funds or other satisfactory guarantees are received.

In connection with payment, GAC will provide a Final Disbursement Account ("FDA"). The Customer shall pay the full amount stated in the FDA. If the amount included in the FDA is less than the paid PDA, GAC will transfer back any excess funds to the Customer after completion of the Shipping Services.

Customer shall pay invoices within 20 days after GAC issued the invoice. Payment shall be made in full without set-off, counterclaim deduction and/or discount, free of all bank charges to the account number specified in the invoice. GAC reserves the right to set-off any claims against other amounts held in favour of the Customer. GAC also has lien and/or right of retention on goods and/or equipment, including Bills of Lading or other documents representing goods in GAC's custody.

7. Time of delivery

GAC shall perform the Shipping Services within the date specified by GAC. If no date is specified, GAC shall perform the Shipping Services within reasonable time after GAC accepted to perform the services.

The Customer must notify GAC of any delayed performance of the Shipping Services without undue delay after the Customer became aware of or should have become aware of the delay, and at the latest within thirty

(30) days after the Shipping Services was or should have been delivered. Provided that the Customer has sent

such notice to GAC, the following shall apply:

a) If GAC uses a subcontractor in connection with performance of the Shipping Services, GAC shall only be liable for any delay to the extent that the subcontractor which actually performed the services accepts liability for the delay. In the event that the Customer requires GAC to use a specific subcontractor in connection with performance of the Shipping Services, GAC shall not be liable for any delay.; and

b) In all other cases, GAC shall only be liable to the extent such delay is caused by proven gross negligence or wilful misconduct by GAC. If GAC is liable in accordance with this letter (b), GAC's sole responsibility shall be to pay damages for documented direct loss incurred by the Customer solely as a consequence of the delay.

GAC's liability for any delay in performance of the Shipping Services shall in any event be limited to the maximum amount according to Article 10. Further, except as set out above, any and all other remedies and liabilities in relation to delayed performance of Shipping Services, by law or otherwise, are excluded and shall not apply.

8. Incorrect or incomplete performance

The Customer must notify GAC of any defective, incorrect or incomplete performance of the Shipping Services without undue delay after the Customer became aware of or should have become aware of the defective, incorrect or incomplete performance, and at the latest within (30) days after the delivery of the relevant Shipping Service(s). Provided that the Customer has sent such notice to GAC, the following shall apply:

a) If GAC uses a subcontractor in connection with performance of the Shipping Services, GAC shall only be liable for any defective, incorrect or incomplete performance to the extent that the subcontractor which actually performed the services accepts liability for the defective, incorrect or incomplete performance. In the event that the Customer requires GAC to use a specific subcontractor in connection with performance of the Shipping Services, GAC shall not be liable for any defective, incorrect or incomplete performance of the services; and

b) In all other cases, GAC shall only be liable to the extent such defective, incorrect or incomplete performance is caused by proven gross negligence or wilful misconduct by GAC. If GAC is liable in accordance with this letter (b), GAC's sole responsibility shall be to re-perform or redeliver the services. The Customer shall be liable for any additional costs due to such re-performance or redelivery, including any travel and other costs incurred due to performance of the services at a different location.

GAC's liability for any defective, incorrect or incomplete performance of the Shipping Services shall in any event be limited to the maximum amount according to Article 10. Further, except as set out above, any and

all other remedies and liabilities in relation to defective, incorrect or incomplete performance of Shipping Services, by law or otherwise, are excluded and shall not apply.

9. Indemnity

The Customer shall indemnify, defend and hold Contractor Group and any subcontractor employed by GAC harmless against any claim, liability, losses and/or damages concerning i) damage to and/or loss of Customer Group's property, and ii) personal injury to or loss of life of any employee or other personnel of Customer Group, both in so far as it arises out of or in relation to the performance of the Shipping Services. GAC shall indemnify, defend and hold the Customer Group harmless against any claim, liability, losses and/or damages concerning i) damage to and/or loss of Contractor Group's property, and ii) personal injury to or loss of life of any employee or other personnel of Contractor Group, both in so far as it arises out of or in relation to the performance of the Shipping Services.

The Customer shall indemnify, defend and hold Contractor Group any subcontractor employed by GAC harmless against any claim, liability, losses and/or damages concerning i) damage to and/or loss of any third- party property, and ii) personal injury to or loss of life of any third-party, both in so far as it arises out of or in relation to the performance of the Shipping Services. The Customer shall indemnify, defend and hold Contractor Group any subcontractor employed by GAC harmless against costs, charges, fees, penalties, duties and taxes levied by government authorities in relation to the Shipping Services, as well as any costs/charges due to changes in law.

If any member of Contractor Group or any subcontractor employed by GAC is required to file data with a port facility or government official in relation to the performance of Shipping Services, Contractor Group any subcontractor employed by GAC shall under no circumstances be liable for i) the correctness and accuracy of the information provided by the Customer Group, ii) if any member of Customer Group fails to provide such data in a timely manner, or iii) if there are technical problems or human errors. The Customer shall indemnify, defend and hold Contractor Group and any subcontractor employed by GAC harmless against any claim, liability, losses and/or damages resulting from the filing of such data, as well as any consequences, including, but not limited to, penalties, fines or costs of delay.

Where the Customer requires GAC to use a specific subcontractor, the Customer shall have no claim against any member of Contractor Group for the performance or non-performance or the negligence of any kind or sort of any such third-party employed by GAC in connection with the performance of the Shipping Services, and the Customer shall indemnify, defend and hold Contractor Group harmless against any such claim, liability, losses and/or damages.

The indemnities given by GAC and the Customer under this Framework Agreement shall apply irrespective of

cause and of any fault, omission or negligence of any kind or nature by GAC or the Customer, to the fullest extent permitted under applicable law.

10. Exclusion of liability and maximum liability

Notwithstanding anything to the contrary, GAC shall in no event be liable for any indirect or consequential losses, and the Customer shall indemnify, defend and hold GAC harmless from any such losses. Indirect and consequential losses shall include but not be limited to loss of profits, use, contracts, business opportunity and wasted expenditure. In addition, GAC's maximum cumulative liability, including in the event of termination, shall be limited to the lower of (i) 10% of the Purchase Price or (ii) NOK 1 000 000.

11. Termination

Both GAC and the Customer may terminate the Framework Agreement with immediate effect by written notice if the other is in material breach of its obligations. Material breach shall include, but not be limited to, the Customer's failure to provide funds in advance as required under Article 6, to pay any invoice within 10 days of its due date, or any failure by Customer to comply with applicable laws and regulations.

GAC may at any time terminate the Framework Agreement by giving the Customer fifteen (15) days' notice, without providing any reasons for doing so ("Termination for Convenience"). In the event of Termination for Convenience, the Customer shall pay GAC for any Shipping Services performed by GAC. GAC shall not be responsible for any loss or damages caused by a Termination for Convenience.

If the Framework Agreement is terminated, GAC shall be entitled to payment for any Shipping Services already performed or commenced performed up to the effective time of termination. There shall be no restitution of already paid parts of the Purchase Price if the Framework Agreement is terminated due to a material breach by the Customer.

12. Force majeure

Neither of the Parties shall be considered in breach of an obligation under the Framework Agreement to the extent the Party can establish that fulfilment of the obligation has been prevented by an occurrence beyond the control of the party affected, provided that such party could not reasonably have foreseen such occurrence at the time of entering into the Framework Agreement and could not reasonably have avoided or overcome it or its consequences ("Force Majeure").

The Party invoking Force Majeure shall, as soon as possible, notify the other party of the Force Majeure situation. GAC may terminate the Framework Agreement if Force Majeure situation lasts without interruption for 90 Days or more, or it is evident that it will do so. In the event of termination under this clause, GAC shall

be entitled to compensation for any services performed and any expenses attributable to an orderly closeout of the Framework Agreement.

13. Infectious Disease and Ukraine War

GAC shall not be considered in breach of any of its obligations under this Framework Agreement to the extent that the fulfilment of the obligation has been prevented or delayed due to any development or change in the situation relating to either (i) Covid-19 or any other infectious or contagious disease (together an "Infectious Disease") or (ii) the invasion of Ukraine in February 2022 and any events related thereto (the "Ukraine War"), which occur after the conclusion of the Framework Agreement. In such cases, GAC shall be entitled to an adjustment of the costs/prices and delivery date corresponding to the effects which the Infectious Disease and Ukraine War has had on GAC. This shall apply irrespective of the knowledge of the Infectious Disease and Ukraine War and its effects when entering into the Framework Agreement.

14. Intellectual property rights

All intellectual property rights (including any information provided) and related rights in and to the Shipping Services, and any developments of such intellectual property rights, is and shall remain GAC's sole property. Intellectual property rights shall be treated as confidential by Customer and shall not be disclosed to any third party. Customer shall not use GAC's name, logo, trademarks, trade names, design, look and feel or other intellectual property rights in any of its advertising, communications, publications or other work without the prior written consent of GAC.

15. Compliance

The Customer represents, warrants and covenants that it has to date, and will continue to conduct its business in full compliance with all applicable laws, regulations and conventions. This includes any export controls, sanctions, and trade and economic restrictions, hereunder those that are enforceable in the jurisdiction of GAC or any of its affiliates. Customer will also comply with any applicable export licenses and/or restrictions. A breach of this clause shall be deemed as a material breach, and Customer shall indemnify GAC against any loss or damage arising out of or in relation to such breach.

16. Confidentiality

The Customer and GAC shall keep all information exchanged in relation to the Framework Agreement, as well as the Framework Agreement and its content, strictly confidential, and shall not disclose any information to any third-party without the other's written approval. This shall not apply to information which

is or becomes part of the public domain other than through fault of the receiving party, or which a party is obligated to disclose according to mandatory applicable law. Further, GAC may to the extent necessary to carry out the Shipping Services share all information and instructions received from the Customer with its subcontractors.

17. Assignment

The Customer may not transfer or assign any of its rights or obligations under this Framework Agreement without GAC's prior written approval. GAC may transfer or assign any of its rights or obligations to any affiliate. Any person or entity who is not a party to the Framework Agreement or a person or entity who cannot be assigned rights and obligations under the Framework Agreement has no right (whether by implication or as a matter of statue) to enforce or to enjoy the benefit of any terms and conditions of the Framework Agreement.

18. Governing law

The Framework Agreement shall be governed by Norwegian law and any dispute arising out of or in relation to the Framework Agreement shall be resolved by court proceedings in Bergen, Norway, unless otherwise agreed in writing.