ARCTIC SHIPYARD LTD

TERMS AND CONDITIONS OF BUSINESS

November 2025

SUBJECT TO WHICH ALL WORK IS UNDERTAKEN AND FACILITIES, GOODS AND SERVICES
ARE PROVIDED

1. DEFINITIONS
(a) Owner means the customer described on the front of this Agreement;
(b) Company means Arctic Shipyard Ltd whose name is printed on the front of this
agreement;
(c) Goods means all goods, parts or other things to be sold by the Company to the Owner
whether or not supplied in conjunction with Work to be done by the Company; and
(d) Work means any work to be done by the Company whether by way of repairs, servicing,
fitting or otherwise.

2. QUOTATIONS
2.1 Subject to express agreement in writing to the contrary between the Company and the
Owner, all quotations given by the Company are a considered approximation of the likely
cost involved and are subject to the cost of labour and materials remaining at the same level
as those prevailing at the time of the quotation. Such quotations are best estimates and are
made honestly and in good faith based on the Company’s knowledge and experience. They
are not guarantees and the Owner acknowledges that boat repair work cannot always be
accurately estimated in advance; that once Work begins, unforeseen conditions or problems
frequently arise; and that other factors can affect estimated and actual costs and
completion dates. The Owner accepts these realities and agrees any estimates furnished are
to be used as guidelines only and are not binding on the Company.
2.2 All quotations are valid for 7 days from their dispatch by the Company to the Owner. The
Company reserves the right to increase or decrease the quotation by the amount by which
the actual cost of labour, materials and overheads has increased or decreased by reason of
variation of the aforesaid levels since the date of the quotation. However, the quotation
shall not be adjusted to meet increased costs which would not have occurred but for the
Company’s failure to proceed with the Work with reasonable despatch.
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2.3 Quotations cover only the Work and/or items specified in the Statement of Work agreed
between the Company and the Owner as summarised and referred to above. All additions,
alterations, waiting time and any additional costs due to modified instructions will be
charged to the Owner. If, in the course of executing any work, the Company find any defect
in the vessel and/ or its gear that in the Company’s opinion should be rectified without
delay, and before the Owner’s consent can be obtained, the Company reserve the right to
carry out such necessary repair at its discretion and to charge same to the Owner. Notice of
any such rectification will be forwarded to the Owner forthwith.
2.4 Unless otherwise agreed in writing between the Company and the Owner, if It appears
during progress of any Work that the estimate will be exceeded by a significant amount the
Company will not continue the Work without further express permission from the Owner.
Such permission may be given in writing and signed by the Owner and the Company, or
orally – so long as the permission is thereon recorded in writing on the face of this
Agreement or on a separate schedule which shall form part of this Agreement and which is
initialled by the Company and the Owner;
2.5 The Company reserves the right to request a deposit against anticipated charges before
agreeing to proceed with any Work and also reserves the right to agree in writing with the
Owner a schedule of progress payments to be paid during the Work to cover work in
progress
2.6.All quoted prices are exclusive of any applicable Value Added Tax which will be shown
separately.

3. TIME
3.1 Subject to express agreement to the contrary any delivery date quoted is given in good
faith and is not guaranteed.
3.2 The Company will use its best efforts to do Work or supply Goods within any time period
notified to the Owner. and will seek to ensure that delivery shall be within a reasonable time
of any date specified, bearing in mind all the circumstances of the particular case. However,
time shall not be of the essence.

4. CANCELLATION

4.1 No order which has been accepted by the Company may be cancelled by the Owner
except with the written agreement of the Company.

5. UNCOMPLETED WORK

5.1 If for any reason Work requested by the Owner is not carried out in full the Company will
charge a reasonable amount for any Work actually carried out and the current price of any
Goods supplied or fitted.

6. COMPLETION OF WORK

6.1 Work shall be deemed complete when the Owner is so advised by the Company.
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7. DELIVERY

7.1 In the absence of any written agreement or arrangement to the contrary between the
Company and the Owner, delivery is given at the Company’s yard or in the water adjacent
thereto. Delivery is deemed to have occurred when the Owner or his agent has taken
possession of the Vessel and/or Goods.

8. INVOICING AND PAYMENT TERMS

8.1 The Owner agrees to pay the Company (without deduction or offset) for all labour and
materials provided in connection with the ordered Work as follows. As noted above a
deposit may be requested upon the signing of this Agreement. Thereafter, at the
commencement of the Work, including when ordering materials, the Company will generally
invoice progress payments at periodic intervals until the Work is completed. The amounts
and frequency of progress payments will be agreed in writing between the Company and
the Owner before commencement of the Work and will form part of this Agreement. The
Company reserves the right to amend the amounts and frequency of progress payments to
reflect changes in the costs necessarily for the Work, subject to discussion and agreement
with the Owner.
8.2 Unless otherwise agreed, payment shall be due upon receipt of invoice by the Owner.
Interest at the rate of 8% per annum over National Westminster Bank plc base rate from
time to time will accrue on all overdue payments as defined in Clause 8.7 below from the
invoice date until payment is received by the Company.

8.3 ALL INVOICED AMOUNTS MUST BE PAID IN FULL BEFORE THE VESSEL SHALL BE
LAUNCHED OR RETURNED TO THE OWNER. Prior to that, should the Owner fail to make the
appropriate payments when due, including agreed progress payments, the Company
reserves the right to immediately cease any and all Work on the Vessel until it receives, in its
sole discretion, either payment in full of any unpaid invoices or adequate assurances that
full payment will be made in a manner acceptable to the Company pursuant to these terms
and conditions. The Company reserves the right to double docking and storage fees in the
event of any unpaid invoices.
8.4 All Work, Goods and or Services shall be paid for in cash, BACS or credit/debit card
before delivery or collection unless credit has been agreed in advance.
8.5 Where the Company has granted the Owner credit: if payment is not made on the due
date, the Company shall be entitled to suspend the supply of further Goods and/or the
provision of any further Work or other services to the Owner.

8.6 PAYMENT OF UNDISPUTED AMOUNTS: In the event of a dispute or claim with respect to
any item(s) of the agreed Work, the Owner shall pay promptly and on a timely basis the
agreed charges for all other items of the Work not in dispute.
8.7 Unless otherwise agreed in writing between the Company and the Owner the terms of
payment for goods supplied, Work done or accommodation provided are due immediately
on the date of invoice and before removal of the vessel or goods. If the vessel or goods are
not removed within 7 days from the date of invoice, the Company reserves the right
November 2025
thereafter to invoice the Owner with reasonable mooring or storage charges, which will be
due on receipt of the invoice by the Owner.
8.8 The Company shall have a possessory lien over the Vessel for all sums due and owing to
the Company by the Owner in respect of berthing, storage, repairs, or any other services
provided to the Vessel. The Company shall be entitled to retain possession of the Vessel
until all outstanding fees and charges are paid in full. The Company will provide the Owner
with 15 days’ written notice of its intention to exercise its lien and, if the debt remains
unpaid, the Company may, after the expiry of the notice period, sell the Vessel in a
commercially reasonable manner to recover the outstanding sums. The Company will
provide the owner with a written valuation prior to sale. The Owner shall be liable for all
costs associated with the lien, including storage, insurance, and sale expenses.
8.9 Acceptance by the Company of goods (including vessels and/or their engines, gear and
equipment) for repair or other treatment or for mooring or storage is subject to the
provisions of the Torts (Interference with Good) Act 1977 (“the Act”), which confers on the
Company as bailees & right of sale exercisable in certain circumstances. Such sale will not
take place until the Company has given notice to the Owner in accordance with the Act. For
the purpose of the Act it is hereby recorded that:
(a) goods for repair or other treatment are accepted by the Company on the terms that the
Owner will take delivery of the goods in accordance with Clause 11 of these terms when the
repair or other treatment has been carried out.
(b) the Company’s obligation as custodian of goods accepted for moorings or storage ends
upon the expiry or lawful termination of the grant to the Owner of facilities for moorings or
storage. Upon any such sale the Company shall pay the balance of the proceeds of sale to
the Owner after deducting all monies due to the Company and all costs associated with the
sale.

9. ABANDONED VESSELS
9.1 A vessel will be deemed abandoned if:
 Storage or mooring fees remain unpaid after 30 days from the invoice date; or
 The owner fails to respond to written communication from the Boatyard within 7
days; or
 The vessel is left on site without a valid storage agreement.
9.2 If a vessel is deemed abandoned, the Boatyard reserves the right to:
(a) Remove the vessel from the premises;
(b) Sell, scrap, or otherwise dispose of the vessel;
(c) Recover all outstanding fees, removal costs, and disposal expenses from the owner.
9.3 The Boatyard shall have a possessory lien over the vessel and its contents until all
sums owed are paid in full.
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9.4 Before any disposal action, the Boatyard will give the owner 7 days written notice to
settle outstanding amounts and remove the vessel.
9.5 It is the owner’s responsibility to keep contact details up to date and to ensure the vessel
is maintained in a seaworthy and safe condition while on site.

10. LOSS, DAMAGES, LIABILITY

10.1 Subject as expressly provided in this Agreement, and except where the Owner is a
person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977),
all warranties, conditions or other terms implied by statute or common law are excluded to
the fullest extent permitted by law.
10.2 The Company and its employees accept no responsibility for the loss, damage or delay
arising from any cause whatsoever unless such loss, damage or delay was caused by, or
resulted from the Company’s negligence or deliberate act or that of those for whom the
Company is responsible. Subject to that exception, all vessels and gear are repaired, worked
on, moved, stored or otherwise managed and kept at the sole risk of the Owner. The Owner
should therefore ensure that their vessels and/or property are adequately insured against
all risks: the Owner should also ensure that they are themselves adequately insured against
third party risks as they may be liable for damage caused by their vessels, themselves or
their crew whilst on or about the Company’s premises.
10.3 Vessels and their accessories and contents are left at the Owner’s risk and
responsibility and the Company is only responsible for loss or damage thereof or thereto
caused by the negligence of the Company or its employees. The Owner is strongly advised
to remove any items of value not related to the vessel and in respect of any loss or damage
not the responsibility of the Company must rely upon his own insurance.
10.4 So far as is permitted by statute and except in the case of death or personal injury
caused by the negligence of the Company, the Company shall not be liable to the Owner by
reason of any representation (unless fraudulent), or any implied warranty, condition or
other term, or any duty at common law, or under the express terms of this Agreement: for
any indirect, special or consequential loss or damage (whether for loss of profit or
otherwise), costs, expenses or other claims for compensation whatsoever which arise out of
or in connection with the supply of the Goods or the provision of Works, or their use or re
sale by the Owner.
10.5 This clause applies only where the Company supply goods to a person who buys in the
course of a business (“a business customer”). No article supplied by the Company to a
business customer shalt carry any warranty or condition of sale, express or implied as to
quality, or as to fitness for any particular purpose unless the business customer, when he
orders that article, sufficiently explains the purpose for which it is required and makes it
clear that he is relying on the Company’s skill and judgement.
10.6 No proprietary article ordered from the Company by name, type and/or size by a
business customer shall carry any such warranty or condition of sale, save so far as the
Company can pass on a manufacturer’s warranty. In no event does the Company accept
November 2025
liability to a business customer for consequential damage beyond replacement of any faulty
or unsuitable article supplied.
10.7 In the interest of safety and expedience, the Company reserves the right to move any
vessel and/or gear at its discretion.
10.8 All persons using any part of the Company’s premises and/or facilities for whatever
purpose and whether by invitation or otherwise do so at their own risk, unless any injury or
damage to a person or property sustained within the premises and/or facilities was caused
by, or resulted from, the Company’s negligence or deliberate act or that of those for whom
the Company is responsible.
10.9 (a) Subject to paragraph (b) of this Condition no work shall be done to the vessel whilst
on the Company’s premises or moorings without the Company’s prior written consent other
than minor running repairs or minor maintenance of a routine nature by the Owner, his
regular crew, or members of his family not causing any nuisance or annoyance to any other
person residing in the vicinity. (b)Prior written consent for work to be carried out on the
Company’s premises will not without good cause be withheld where:
(i) the work to be carried out is work for which the Company, or the Company’s
concessionaires or those who normally employ a specialist sub-contractor or
(ii) the whole of the work is being carried out under warranty by the manufacturer and/or
supplier of the vessel or any part of the Vessel’s equipment to which the warranty relates.
10.10 In all cases where a contract of hire or licence to occupy any moorings, berth, storage,
space, property or facilities may be lawfully terminated by notice, the same shall be deemed
to be lawfully served if served personally or sent by registered post or recorded delivery
service to the last known address in the UK of the Hirer or Licensee.
10.11 Vessels stored at seasonal rates ashore or in mud berths will be launched or put
afloat as near the end of the seasonal period as in the Company’s opinion tide, weather
conditions and available facilities permit and in such sequence as to avoid moving other
vessels for this purpose and also so as to make the most economical use of the facilities at
the Company’s disposal. At the Owner’s request the Company will, if possible, launch the
vessel at any suitable tide and weather conditions, but the cost of moving other vessels for
this purpose and/or any attendant expenses must be paid for by the Owner. Moorings are
at all times subject to River and Harbour Authority Rules and Regulations.

11. DOCKING

11.1 It is a mandatory requirement that plans and drawings are submitted to the shipyard
for their use to enable the ship to be dry docked safely. The company reserves the right to
refuse to dock the vessel if docking plans and drawings are not submitted. The company
accepts no liability if any damage has been made to the vessel without plans and
drawings/or incorrect plans being submitted.

12. RETENTION OF TITLE AND RISK
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12.1 The Vessel and any Goods are at the risk of the Owner as soon as they are delivered by
the Company to the Owner,
12.2 Goods shall remain the property of the Company until the Owner has paid the full price
for the Goods and together with all storage charges and interest that may be due to the
Company under this Agreement.
12.3 Until such time as the property in the Goods passes to the Owner, the Owner shall hold
the Goods as the Company’s fiduciary agent and bailee and indemnify the Company in full
against any breach of the provisions of this clause.

13. REPLACED PARTS

13.1 Unless agreed in writing between the Company and the Owner prior to Work
commencing, all parts replaced during any Work done, except those that have to be
returned under warranty or service exchange arrangements, will be retained by the
Company for the Owner until the vessel is collected. If the Owner does not specifically ask to
take possession of such replaced parts when collecting the vessel then they will become the
property of the Company to dispose of as it deems fit.

14. SUB CONTRACTORS

14.1 The Company shall be entitled to carry out its obligations under this Agreement by sub
contractors but shall be responsible for the quality of their work.

15. STATUTORY RIGHTS
15.1 Save as provided for business customers under Clause 9.5, all goods are supplied with
the benefit of the appropriate undertakings (particularly as to conformity of goods with
description or sample, and as to their quality or fitness for a particular purpose) which are
implied by the Sale of Goods Act 1803 as amended. Nothing in these terms shall affect those
statutory rights.

16. NOTICE
16.1 All written notices given by the Company to the Owner shall take effect 24 hours after
being dispatched by the Company in the normal course of post to the Owner’s address
shown above or immediately upon delivery by hand
16.2 Except where notice is required to be given under Clauses 2.3 or 8.9, and except as
regards Clause 8.8 , the word ‘Owner’ shall include a Charterer, Master or Authorised Agent.

17. ADDITIONAL ORDERS
17.1 Subject to express agreement to the contrary, all orders written or verbal are accepted
on the understanding that the terms and conditions of business set out in this Agreement
shall apply to each and every transaction.

18. WARRANTIES
18.1 The Company undertakes that it will use its best endeavours to obtain for the Owner
the benefit of any warranty or guarantee given by the manufacturer or importer in respect
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of the Goods. No warranty is implied nor given on original parts not replaced with new
replacement items or works.

19. FORCE MAJEURE
19.1 Any failure by the Company to perform any of its obligations under this Agreement by
reason of the performance of any clause being beyond the control of the Company shall be
deemed not to be a breach of this Agreement

20. WHOLE AGREEMENT
20.1 This Agreement constitutes the whole agreement between the parties and supersedes
all previous agreements between the parties relating to its subject matter.
20.2 Each party acknowledges that in entering into this Agreement it has not relied on, and
shall have no right or remedy in respect of, any statement, representation, assurance or
warranty (whether made negligently or innocently) other than as expressly set out in this
Agreement.

21. SEVERANCE
21.1 If any term or provision of this Agreement shall be held illegal or unenforceable it will
to that extent be deemed to be omitted from the Agreement and the validity or
enforceability of the remainder of this Agreement shall not be affected.

22. THIRD PARTY RIGHTS
22.1 Nothing in this Agreement shall confer any rights upon any person who is not a party
to this Agreement unless expressly provided.

23. PROPER LAW AND JURISDICTION
23.1 This Agreement shall be governed and construed in accordance with English law and
the parties agree to submit to the exclusive jurisdiction of the English Courts.

BY SIGNING BELOW THE CUSTOMER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT
Signed:……………………………………………………………. ‘Owner’
Date…………………………………..
November 2025