STANDARD TERMS OF BUSINESS

“Sterling”   - Sterling Shipping Services Limited, a company incorporated and registered in England and Wales with company number 8571552 and whose registered office is at "Wilkins Kennedy LLP Greytown House, 221/227 High Street, Orpington, Kent, United Kingdom, BR6 0NZ"

“Client”      - the person or company with whom Sterling is undertaking the Service.

“Service”    - shipbroking services including sale and purchase, chartering, valuation and consultancy by employees of Sterling.

1.      Sterling's Standard of Care

Sterling will, subject to these Terms, use its reasonable endeavours to undertake the Service for the Client with the skill, care and diligence to be expected of a professional shipbroker under substantially similar conditions.

2.      Terms of Payment

Invoices will be rendered by Sterling in line with standard shipbroking practice and  shall be paid (without deduction or set-off) by the Client within 30 (thirty) days of issuance unless otherwise agreed in writing to the Client.

Any sums remaining unpaid will bear interest (both before as well as after any judgement or final determination of any dispute in connection with any such invoice) at the rate of 2% (two per cent.) above the base rate of The Royal Bank of Scotland plc from time to time, from 30 (thirty) days after the date the invoice is rendered until the date such invoice is paid in full.

Clients located outside the UK shall remit all payments free of any taxes, levies or claims or duties arising outside the UK and shall pay in full any such taxes, levies, claims or duties which may be due.

3.      Limitation of Liability and Indemnity

Sterling’s total liability in connection with any Service, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Work, shall be limited to the lower of (a) the amount of the actual fees paid by the Client under any Engagement under this Agreement, and (b) US$ 500,000 (United States Dollars Five Hundred Thousand); whether such liability arises in respect of any one incident or a series of incidents arising out of the same event. Insurance cover, for the benefit of the Client, may be negotiated in respect of any further amount above such limits of liability, at the Client’s express request and cost.

Sterling shall not be liable for any claim which does not exceed the sum of US$ 5,000 (United States Dollars Five Thousand).

Neither Sterling nor the Client shall be liable to the other or any third party for any indirect, special or consequential loss or damage whatsoever (including but not limited to lost profits or interruption of business) arising out of or in connection with the Service, whether or not the possibility of such loss or damage was known or foreseeable.

Except where the Client shall be able to prove on final determination that its loss arose as a result of any neglect or default on the part of Sterling, the Client shall indemnify Sterling against any third party liability that may arise in the course of Sterling  undertaking the Service.

4.      Insurance

Sterling shall maintain professional indemnity insurance in an amount not less than the limit of liability hereunder for a period of six years from the date of the commencement of the Service, subject at all times that such insurance continues to be available at commercially reasonably rates.

5.    Status of these Terms

These Terms, together with, or as varied with the express agreement of the Client and Sterling shall supersede all prior communications, negotiations, representations, agreements, undertakings or understandings (whether oral or written) between the Client and Sterling and shall constitute the entire agreement between the parties.

These Terms and any Engagement entered into under these Terms shall be governed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the English courts.