TERMS OF BUSINESS

Rig Revolution Limited T/AS THL Superyachts

TERMS AND CONDITIONS OF SALE Version 2.1

Rig Revolution Ltd. Unit 8 The Siding Industrial Estate, Hound Road, Netley, Southampton. SO31 5QA.

GENERAL:

The following Terms and Conditions issued by Rig Revolution Ltd and Company (from here on in referred to as “THL” ) apply to any sales agreement, contract, order or purchase of goods and/or services by the Customer. “Customer” means the person purchasing the goods and/or services from THL. “Goods” and “Services” mean the subject matter of the Sales agreement, contract, order or purchase. “Contract” means the contract between THL and the customer for the purchase of goods and/or services formed in accordance with these terms and conditions.

1.1 All Contracts for the sale of goods and/or services by THL are subject to these Terms and Conditions, excluding any and all other terms and conditions (including any stated in works order from the customer) unless made in writing and signed by the directors of the THL.

1.2. Any acceptance of a quotation or works order for the Goods and/or Services placed by the Customer shall be deemed to be an offer by the Customer to purchase the Goods and/or Services subject to these Terms and Conditions only.

1.3 The Contract and the Terms and Conditions will constitute the entire agreement and will supersede all prior agreements and understandings (both written and oral) between the parties relating to the subject matter of the Contract. No agreement, statement, or promise not contained in the contract shall be valid or binding. Nothing in these conditions shall exclude or limit liability for fraud or fraudulent misrepresentation.

1.4 Written Quotations issued by THL remain fixed until the expiry date expressed on the written quote, THL reserve the right to withdraw (in writing) any quotation at any time before the Customers acceptance of the Quote.

1.6 The Contract cannot be cancelled by the Customer except with the prior agreement in writing from THL and on the terms that the Customer shall indemnify THL in full against all loss, including loss of profit, all costs from cost of labour and materials used, damages, charges, and expenses incurred by THL as a result of cancellation. These restrictions do not affect the Customers right to cancel (subject to condition 1.6) where the Customer is a Consumer and has a right to cancel the contract under the Consumer protection (distance selling) Regulations 2000 DSR. In the case of cancellation under the DSR the Customer is liable to return all Goods to THL at the Customers cost.

1.7 Cancellation of the contract as far as Services shall not be permitted once THL has started work and cancellation of the contract in respect of Goods shall not be permitted where the Goods to be supplied are made specifically to the Customers specification.

1.8. All documentation will be provided to the customer in English, and all documentation supplied to THL by the customer is also required to be supplied in English.

2. PRICING

2.1 In the absence of express agreement (in writing) to the contrary, our price for all works shall be based on time and materials expended and services provided.

2.2 When we give an estimate or indication of price, we will exercise skill and judgement in doing so. Such estimates are subject always to the accuracy of information given by the customer and are usually based only on a superficial examination and will not include the cost of any additional repairs or work found to be necessary to the vessel and/or gear or equipment during the work nor the costs of any extensions to the work comprised in the estimate.

2.3 THL will always inform the customer promptly of any proposed increase in estimated prices and the reasons therefore and will only proceed with the work or supply with the approval of the customer. The customer shall remain responsible for the cost of labour and materials already supplied or remaining to be supplied which are not affected by the proposed increase in price.

2.4 Subject to condition 2.6 the price payable by the Customer for the Goods and/or Services shall be the price set out in the contract plus VAT (where applicable).

2.5 The price is always given ex-works but excludes the costs of packing, storage, insurance, carriage, freight and Customs/Harbour clearance and any other unforeseen costs for the Goods. All these amounts together with VAT (where applicable) and THL’s administration fee for the organising and arranging of these additional services/costs must be paid by the customer in addition within seven days of issue of THL’s invoice for these amounts.

2.6 Any unforeseen or additional costs beyond the control of THL applicable to travelling to the customers location to carry out contracted services, will be passed on directly to the customer. These costs must be paid by the customer within seven days of issue of THL’s invoice for these amounts.

2.7 THL reserves the right to charge on to customer any increase in the price of goods and/or services given to THL, which is beyond the control of THL or as a result in any changes to delivery dates, quantities or specifications of goods and/or services requested by the customer, or any act of omission by the customer.

3. PAYMENT

3.1 Unless otherwise previously agreed in writing between THL and the Customer the price of all work, goods and services shall be due immediately on invoice date.

3.2 In the event a customer delays in payment for more than 30 days or withholds more than a proportionate sum against rectification of any alleged defects THL reserve the right to charge interest on the outstanding amounts at 4% over HSBC bank plc base rate.

3.3 If terms of payment require a non-refundable, non-transferable deposit of 50% of the price this will require an immediate payment on issue of invoice from THL, in order for the order to commence and the balance will be due once the Goods are ready for dispatch or on majority completion of the services work.

3.4 THL reserves the right NOT to commence any works or order any goods and/or materials for the proposed works until any deposit invoice has been paid in full or in the event of a delayed/overdue payment of an agreed stage payment.

3.5 THL will not be liable in any way for any costs incurred due to delays in works caused by late or unpaid deposit or stage payments as previously agreed on quotations and contracts.

3.6. The Customer shall pay the agreed Price (and all other amounts under the contract) on or before the due date, in the specified currency in full cleared funds without deduction, even when the delivery of the goods may not have taken place and the property of the goods has not passed to the Customer. THL reserves the right to withhold delivery of the goods and/or services until it has received the Price in full cleared funds, during any period of retention as stated all related costs and expenses including but not limited to, storage and insurance costs for the goods.

3.7. VAT. Where Value Added Tax is applicable on invoices THL will not accept non-payment without production of relevant documents as required by THL. If necessary THL will refund to the Customer the VAT element of the invoice once proof of export documents (in a form acceptable to HMRC) are supplied to THL and receipt of the refund from HMRC provided that at the time of making the contract the Customer informs THL that the goods are to be exported and provided that proof is submitted to THL within 3 calendar months of the final invoice for the Goods.

4. DELIVERY and QUALITY

4.1 In the event a date of delivery is specified in the Contract, the date given will be an estimate only and given in good will having taken into account all relevant factors. If a date is not specified, delivery of goods and/or services will be within a reasonable time. In the event of any delays to specified delivery dates THL shall at the earliest possible time inform the Customer of the delay and reason. No delay in delivery by THL will entitle the Customer to terminate the contract with THL unless the delays exceeds 180days.

4.2. THL shall not be liable for any direct or indirect or consequential loss, costs, damages, charges or expenses caused by any delay in the delivery of goods and/or services.

4.3. In the event of a Customer failing to accept delivery of goods within 2 weeks of the time they are ready for delivery, or THL is unable to make the delivery on time due to the Customer giving inaccurate instructions, documents, licenses or authorisations THL will either treat the Goods as being passed on the Customer at which point all risk in the goods passes to the Customer and store the Goods (all related expenses for the insurance and storage of the goods shall be passed on to the Customer) If these costs are not paid the Goods shall be lost.

5. GUARANTEE

5.1 Advice on whether a customer is a Consumer or otherwise protected by some or all of the consumer protection legislation in force in the United Kingdom may be obtained from any local trading standards office, the citizens advice bureau, the office of fair trading or any firm of solicitors (who may charge). Online guidance may be obtained at the Governments Consumer Gateway website at http://www.consumer.gov.uk/

5.2 Where a customer is a consumer, he has certain minimum statutory rights rights regarding the return of defective goods and claims for losses. These rights are not affected by these terms.

5.3 In addition to the statutory and other rights provided by English Law we guarantee our work for a period of 12 months from time of delivery against all defects which are due to poor workmanship or defective materials supplied by us. We shall be liable under this guarantee only for the defects appearing during this 12 month period which must be promptly notified to us in writing at our trading address or registered office set out in our letterhead. This guarantee extends to the present owner and all future owners of the vessel but is limited to the 12 month period as described above. The geographical area within which this guarantee will be honoured is restricted to the United Kingdom.

5.4 THL shall not be liable for any claim in respect of it’s guarantee’s for Goods and/or Services until payment for the Goods and/or Services has been received in full.

5.5 THL shall not be liable for any claim/amount exceeding the original contract price.

5.6 Service by anyone outside of THL or representatives of THL may void this guarantee unless in accordance with standards of workmanship and guidelines.

5.7 THL shall not be liable for any harm resulting from failures due to improper use of goods or products, failures due to corrosion, ultraviolet degradation, wear and tear, improper installation, or improper maintenance, failures due to conditions that exceed the products performance specifications and any failure occurring whilst racing, trialling, training or preparing for a race.

5.8 In the event that the Goods/vessel upon which the goods are located has travelled to another part of the world THL will not be liable for the expense of despatching and/or returning defective/or replacement goods to THL’s main place of business, to the Customer or to the location of the vessel and/or re-performing and services in another part of the world. The Customer therefore agrees to arrange such despatch or return of Goods (or replacement goods) at its own expense and/or to reimburse THL’S costs of travel and associated expenses in travelling to and staying at the location of the goods/vessel in order to repair defective goods and/or re-perform services. THL reserves the right to re charge to the Customer any such expense for which the Customer is responsible for pursuant to this condition which are incurred by THL.

5.9 Where we supply goods or services to a partnership or company or to a customer who is acting in the course of a business or a commercial operation (a. Business Customer) then:

5.9.1 No article supplied by us to a Business Customer shall carry any express or implied term as to its quality or its fitness for. any particular purpose unless prior to the supply the Business Customer has sufficiently explained the purpose for which it is required and made clear that he is relying on our skill and judgement.

5.9.2. No proprietary article specified by name, size or type by a Business Customer shall carry any such express or implied term, but we will assign to the Business Customer any rights we may have against the manufacturer or importer of that article.

5.9.3 We accept no liability to indemnify a Business Customer against any loss of profit or turnover which he or his customer or any other person may sustain in consequence of the failure of any faulty or unfit article supplied by us.

6. QUALITY STANDARDS

6.1 THL will complete our work to the agreed specification and of a satisfactory quality to a superyacht standard.

7. ACCESS TO PREMISES/WORK ON THE VESSEL

7.1 Subject to the Clause 8.2 no work shall be done on the vessel, gear, equipment or other goods while on our premises without our prior written consent other than minor running repairs or minor maintenance of a routine nature by the customer, his regular crew or members of his family not causing nuisance, or annoyance to any other customer or person residing in the vicinity, nor interfering with our schedule of work, nor involving access to prohibited areas.

7.2 Prior written consent will not be unreasonably withheld where:

7.2.1 The work is of a type for which we would normally employ a specialist subcontractor;

7.2.2 The work is being carried out under warranty by the manufacturer and/or supplier of the vessel or any part of the equipment to which the warranty relates.

7.2.3 In every case neither the customer nor his invitees shall have access to the vessel during periods of work by us on the vessel without our prior consent, which shall not be unreasonably withheld.

8. EQUIPMENT MOVEMENTS

8.1 THL reserves the right to move any gear, equipment or other goods at any time for reasons of safety, security or good management of our business and premises.

9. LIABILITIES

9.1 THL shall not be liable for any loss or damage caused by any event or circumstance beyond our reasonable control (including but not limited to: extreme weather conditions, the actions of third parties not employed by us or any defect in any part of a customers or third parties vessel) this extends to loss or damage to vessels, gear, equipment or any other goods left with us for repair or storage, and harm to persons entering our premises or using any of our facilities or equipment.

9.2 THL shall take all reasonable and proportionate steps having regard to the nature and scale of our business to maintain security at our premises, and to maintain our facilities and equipment in reasonably good working order. Subject to this and in the absence of any negligence or other breach of duty by us, vessels , gear, equipment or other goods are left with us at the customers own risk and customers should ensure that their own personal and property insurance covers such risks.

9.3 We shall not be under any duty to salvage or preserve a customer’s vessel or other property from the consequences of any defect in the vessel or property concerned unless we shall have been expressly engaged to do so by the customer on commercial terms. Similarly, we shall not be under any duty to salvage or preserve a customers vessel or other property from the consequences of an accident which has not been caused by our negligence or another breach of duty on our part. However, we reserve the right to do so in any appropriate circumstances, particularly where a risk is posed to the safety of people, property or the environment. Where we do so we shall be entitled to charge the customer concerned on a normal commercial basis.

9.4 Customers may themselves be liable for any loss or damage caused by them, their crew or their vessels and while their vessel or other property is on our premises or is being worked on by us they shall be obliged to maintain adequate insurance, including third party liability cover for not less than £2,000,000, and, where appropriate, Employers Liability cover in respect of any employee to at least the statutory minimum. The customer shall be obliged to produce evidence to us of such insurance within 7 days of a request to do so.

9.5 All contracts for the sale of Goods and/or the supply of Services by THL are made subject to these terms and conditions to the exclusion of all other terms and conditions (including any which the Customer purports to apply under any document or otherwise). No variations to the contract or these conditions shall have effect unless expressly agreed in writing and signed by both directors of THL and the Customer.

9.6 THL shall not be liable for any loss of income or revenue, loss of business, loss of anticipated savings, loss of data or any waste of time or for its special, indirect or consequential loss whatsoever and howsoever arising.

9.7 Any advice or recommendation given by any member of THL or its employees or agents to the Customer or its employees or agents as to the use, storage, application or use of any goods, which is not confirmed in writing by THL, is followed or acted upon entirely at the Customers own risk, and accordingly THL shall not be liable for any such advice or recommendation which is not confirmed in writing.

9.8 Any minor typographical, clerical or other error or omission in any document produced by THL is subject to be corrected without any liability on the part of THL.

10. RIGHT OF SALE

10.1 Where we accept vessels, gear, equipment or any other goods for repair, refit or maintenance or storage we do so subject to the provision of the Torts (Interference with Goods) Act 1977. This Act confers a right of sale on us in circumstances where the customer fails to collect or accept re-delivery of the goods (which includes a vessel and/or any other property). Such sale will not take place until we have given notice to the Customer in accordance with the Act. For the purpose of the Act it is recorded that:

10.1.1 Goods for the repair or other treatment are accepted by us on the basis that the customer is the owner of the goods or the ow authorised agent and that he will take delivery or arrange collection when the repair or treatment has been carried out.

10.1.2 Our obligation as custodian of goods accepted ends on our notice to the customer of termination of that obligation.

10.1.3 The place for delivery and collection of goods shall be at our premises unless agreed otherwise. Advise regarding this Act and its effect may be. obtained from any of the sources referred to in Clause 7.1 above.

10.2 Maritime Law entitles us in certain other circumstances to bring action against a vessel to recover a debt or damges. Such action may involve the arrest of the vessel through the courts and its eventual sale by the court.

This right of arrest and sale may continue to exist against a vessel following a change of ownership. Sale of a vessel may also occur through the ordinary enforcement of a judgement debt against the owner of a vessel or other property.

11. SUB-CONTRACTING

11.1 With the approval of the vessel we may sub-contract all or part of the work entrusted to us by the Customer, on terms that any such sub-contractor shall have the protection and benefit of all rights and conditions, and of all limitations and exclusions of liability, contained in these terms and conditions. Where we exercise the right we shall remain responsible to the Customer for the performance of our sub-contractor.

12. CONFIDENTIALITY

12.1 We undertake that we shall not at any time disclose to any persons any information of a confidential nature disclosed to us by the Customer, their employees, agents, consultants or sub-contractors, or any other confidential information concerning the Customer’s business or the rig re-fit works which we may obtain, except as permitted by clause 11.

12.2 We may disclose the Customers confidential information:

12.2.1 to such of our. employees, agents, consultants and/or subcontractors as need to know for the purpose of discharging our obligations to the Customer. We shall ensure, to the best of our abilities that our employees, agents, consultants or subcontractors to whom we disclose the customers confidential information comply with this clause; and

12.2.2 as may be required by law, a court of competent jurisdiction or any government or regulatory authorities.

12.3 We shall not use the Customers confidential information for any other purpose other than to perform our obligations under this agreement.

13. ANTI-BRIBERY

13.1 We shall:

13.2 Comply with all applicable laws, statues, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”);

13.3 Comply with the Customers Ethics and Anti-bribery Policy as the Customer may notify us from time to time (the “relevant policies”);

13.4 Have and shall maintain in place throughout the term of the agreement our own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the relevant requirements and the relevant policies and will enforce them where appropriate;

13.5 promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by us in connection with the performance of this agreement; and

13.6 immediately notify the Customer (in writing) if a foreign public official becomes an officer or employee of THL Superyachts or acquires a direct or indirect interest therein and we warrant that we have no foreign public officials as direct or indirect owners, officers or employees at the date of the agreement.

14. NOTICES

14.1 Notice to a customer shall be sufficiently served if personally given to him or if sent in first class post to the customers last known address. Notices to us should be sent by first class post to our principle trading address or registered office.

15. LAW AND JURISDICTION

15.1 Any contract or series of contracts made subject to these terms and conditions shall be subject to and governed by English Law

15.2 In the case of Business customers any dispute arising under them shall be submitted to the exclusive jurisdiction of the courts of England and Wales.

15.3 In the case of customers who are consumers or who are not contracting in the course of business any dispute shall be submitted to the non-exclusive jurisdiction of the courts of England and Wales.

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