urinFOHGESESicurnos ‘suibo [hse | a of Jo ng SNS AGREEMENT between THE GOVERNMENT OF MONTENEGRO REPRESENTED BY THE MINISTRY OF TRANSPORT AND MARITIME AFFAIRS - MARITIME SAFETY DEPARTMENT. and BUREAU VERITAS GOVERNING THE DELEGATION OF STATUTORY CERTIFICATION ‘SERVICES FOR SHIPS REGISTERED IN MONTENEGRO ‘AND OTHER ASSOCIATED RELEVANT ACTIVITIES. IN RELATION WITH THE SHIP'S SAFETYThis Agreement pursuant to the legislation of Montenegro and in compliance wih the “Guidelines for the Authorzation of Organizations Acting on Behalf of te Adminstration”. IMO Resolution &.739(18) as amended and with the "Spectfiations on the Survey and CCerifcation Functions of Recognized Organizations acting on behalf of the Administration’, IMO Resolution A789(18), and the Annexes thereto and the "Code for Recognized Organizations" (RO Code) ‘as. per IMO. Resolution MSC.349(92) and [MEPC.237(65) between the Ministry of Transport and Maritime Affairs - Maritime Safety Depariment hereafter referred to as "the Administration” and Bureau Ventas hereafter felerred to as °3V, with respect to the performance of marine statutory surveys and issuance of relevant certfcates to ships registered in Montenegro, as well as the performance of ofer associated relevant activites (eg. Inspections, aut) in reaton with ‘he ship's saety PURPOSE ‘The purpose of tis Agreement is to delegate authonty to perform statutory cetiction Senices. on ships registered in Montenegro and classed witn BV, unless indicated ‘otherwise, as well as, to perform other associated relevant activities in relation with the ship's safely as described in Annex 1 to this Agreement, and to define the scope, terms, ‘concions and requirements of that delegation 1. GENERAL CONDITIONS: 1.4. Sttutory certiicaion services comprise the assassment of Montenegro registered vessels classed with BV, in order to determine the compliance of such vessels with the applicable requirements of Intemational Conventions, ‘ated codes and national regulations (hereinafter referred to as “applicable Instuments"), and the issue of relevant certificates. as wel as, to perform ‘ther associated relovant actives in relation with the ship's safety as set ‘ut in Annex 1 hereto. For ISM, ISPS and MLC 2006 certifation, BV is authorised to perform such duties also on Montenegro ships classed by another Recognized Organization, ithe ship owner so desires. 1.2, Ino far as the statutory certification services covered by this Agreement {are concemed, BV agrees to co-operate with Port State Contolaffcers to faciitate the 'ectifcaion of reported deficiencies on behalf of the ‘Adminstration, wien 80 requested, and report tothe Administration. 13. Statutory services rendered and statutory certificates Issued by BV, in ‘accordance with this Agreement will be accepted as services rendered by of cetiicales issued by the Administration provided that BV. maintains ‘compliance with the provisions of Appendix 1 of the Annex to IMO Resolution A.739(18) as amended and the Annex to IMO Resolution ‘A.T89(19) andthe requirements ofthe "Code for Recognized Organizations" (RO Code) as per Resolution MSC. 349(82) and MEPC.237(68) which are pat ofthis Agreement 114 Authorizations for services ouside the scope of Annex 1 to this Agreement wil be dealt with, as mutually agreed on a case-by-case basis.16. ‘BV shall endeavour to avold undertaking activites, which may result in a confit of interest. BBY shall maintain an effective internal quality system based on appropriate parts of the internationally recognised quality standerds no less effective than the ISO 6000 series, such as the [ACS QSCS. This system must be cerned by an independent body of auditors accepted by the Administration ‘such as an independent Accredited Certification Body ACB) INTERPRETATIONS, EQUIVALENTS AND EXEMPTIONS 24 22. 23. 24 25 ‘While interpretations. of ‘the applicable instruments, a5 well as. the: etermination of equivalents or the acceptance of subsitutes tO the Fequirements of the applicable instruments are the preregative of the ‘Adiinistaton, BV wil co-operate in thelr eslabistunent as neoessaly. BV ‘applies the IMO interpretations and Circulars, as well as the evalable IACS: Unified Interpretations, unless provided with writen instructon to apply & different interpcetation by the Administration Exemptions from the requirements of the applicable instrunents are the prerogative of the Administration and must be approved by the Admini ‘stration prior to issuance. In instances where, temporary, the requirements of an applicable Instrument cannot be met under particular circumstances, BV will accept , after consulting with and gaining approval from the Administation, such ‘measures or supplementary equipment as may be avaiable to permit the: vessel to proceed to a. sutable port where permanent repairs. or ‘ecications can be effected or replacement equipment ited ‘The Administration reserves the right to suspend, cancel or revoke any Certificate, document or approval issued by BV pursuant to this agreement, ‘The Administration wil inform BV of the reasons for suspending, canceling lor revoking a statutory certificate, 'BV may, having consulted withthe Administration, suspend, cancel oF revoke any statulory certificate issued on behalf ofthe Administration INFORMATION AND LIAISON 3A 32 ‘BV wil repor to the Administration such informatcn as delineated in Annex 2 to the Agreement ‘The Administration shall be granted access to all plans and documents Including reports on surveys/auds on the basis of whicn certnicates are issued or endorsed by BV.33 34. 36 36 37, (On request, BV agrees to submit to the Administration, free of charge, @ sufient number of is rules, regulations, and instuctons, as requed by the Administration in respe:t of work caried out by BV in accordance with the agrooment Altemative slecvone errangements may be provided, “The Administration wil provide BY with al necessary documentation forthe purpose of BV's provision of statutory certification serices. The ‘Administration il inform BV of any changes to their National requirements rior to their implementation date. BBV and the Administration, recognizing the importance of technical lsison, agree to co-operate toward this end and maintain an effective dialogue. Regulations, rules, instuctions, national requirements and report forms shall be available in Montenegrin or English language. Upon request, BV shall give the Administration the opportunity to present its views with respect to new Rules or amended existing. Rules being developed. SUPERVISION 44 42. 43. ‘The Administration is entitled to satisty itself that BV effectively caries out its functions in accordance wit this Agreement and that BV's qually system continues to comply withthe requirements of Appendix 1 of the Annex to IMO Resolution A: 739(18) as amended and withthe requirements of Annex to IMO Resolution A. 789(18) and with the ‘Code for Recognized Organizations” (RO Code). ‘The Administration may supervise the work of BV by audits, random inspections or expanded special surveys of ships. The Administration may choose to recognize audits performed on BV by an independent audit group effectively representing the interests of the Administration, such as, wih Fespect to the IACS QSCS by an independent Accredited Certification Body (ace), Should the Administration choose to conduct direct auelting of BV, the frequency and extent of the audit wil be subject to mutual agreement between the Administration and BV. OTHER CONDITIONS. 54 Remuneration for statutory certification services carled out by BV on behalf of the Administration wil be charged by BV direct to the party requesting such services, The Administration and BV wil not lavoice each other fr any ‘costs or fnancil burden caused by this agreement52. Confidentiality. Insofar as activites related to this Agreement are concerned, both BV and the ‘Administration agree to maintain confidential wit respect to all documents and information handed over tothe other party. Documents and information can only be ‘made available to third parties wit the approval ofthe respective other party. ‘However, tis shall not apply fo tne obigatons BV nas towards tne aaministraons ot flag States and other international organisations as well as legal requirements and Intemational conventions . Any document or other information may be released by BBV as required by applicable legislation, court order, or legal proceedings. ‘Such obligation shal continue in full force and effect during the term of and after the termination of this Agreement provided that the following shall not be subject to ‘such restitons: ') any information which was in the possession of BV prior to its disclosure to BV by the Administration, or i) any information whichis or lawully become part of te public domain, ii) any information which shall otuerwise lawfuly become avaiable to BV from a source independent ofthe Administration. 53, Suveyors BBV should perform survey and certification functions ofa statutory nature by the use of only exclusive surveyors and auditors, being solely employed by BV, duly {ualiieg, trained and authorised to execute all dutes and a:tvties incumbent upon their employer, within their level of work responsibilty However, if BV finds in exceptional and duly justifed cases thats own exclusive surveyor Is not available, BV shall inform the Administraton, with an altemative nomination forthe Administration's consideration. The Administration may accept this alternative nomination, of nominate an exclusive surveyor of one thor recognised organisation, [BV may also utiise the services of subcontractors and other support service providers in accordance with the relevant provisions of IMO Res. A789(18) and with the « Code for Recognized Organizations » (RO Code), provided that such sub- contractors and suppliers of support services are approved ky BV or another RO, 54 Amendments.‘Amendments to this Agreement and appendices will become effective only after ‘consultation and writen agreement between the Administration and BV. '88Governing Law and settlement of cisputes 155.1. The Agreement shal be governed by and construed in accordance with [aw of Montenegro, Any dispute arising in connection with this Agreement which cannot be settled by private negotiations between the Parties shall be settled finaly by arbitration in accordance with the Rules of Conciliation and Arbitration of the Intemational Chamber of Commerce in London, England, by tree arbrators to be appointed according to the said Rules. The language of the arbitration shall be the English language 5.52 In the performance of statutory services hereunder on behalf of the ‘Administration, BY, fs ofcers, employees and others acting on behalf (of BV are ented to all the protections of law and the same defence andlor counterciaims as would be avalabe to the Administration and is owm staff, surveyors of employees ifthe latter had conducted the statutory services in question S6Llabilty 156.1 If liabilty arising out of any marine casualty is finaly and defritely imposed on the Administration by a court of law or as part ofthe setlement ‘of a dispute through arbiation procedures, together with @ requirement to ‘compensate the injured parties for loss of or damage to property or personal Injury or death, which is proved in that court of law to have been caused by a wilful act or omission or gross negligence of BY, its bodies, employees, agents or others wt wet on beta Of BV, Ure Adinsstraton shall be enti to financial compensation from BV tothe extent said loss, damage, injury oF death was, as decided by that court, caused by BV. 5.62 If labilty arising out of any marine casuaty is finaly and deftly imposed on the Administration by a court of law or as part of the settmment (of a dispute through arbtration procedures, together wih a requirement to compensate the injured parties for personal injury or death, which is proved in that court of law to have been caused by any negligent or reckless actor comission of BY, its employees, agents or athers who act on behalf of BV, the ‘Administration shall be entiled to financial compensation from BV to the extent that such personal inury or death was, as decided by that court caused by BV, up to but not exceeding an amount of Four Milion Euros (EUR 4.090 000), 5.83 I lability arising out of any marine.casualt is finally and definitely] Imposed on the Administration by a cout of law or a part ofthe settlement ‘of adispute through arbiaion procedures, together witha requirement to ‘compensate the inured paris for loss of or damage to property, which is ‘ro7ed in that court of law to have been caused by any negligent or reckless ‘actor omission of BY, its employees, agents or others who act on behalf of BV, the Administration shall be entitled to financial compensation from BV, to the extent sald loss or damage was, as decided by that court, caused by BV, upto but not exceeding an amaunt of Two Milion Euros {ELR 2.000 000). 15.6.4 BV shall effect adequate policies of insurance against any labilies in ‘sub-lauses 6.6.2 and 6.6.3 and shall keep such polices in force during the conthuance of this agreement. BV shall produce satisfactory evidence of suck policies upon the Administration's request. ‘56.5 Neither party shall be liable to the other for any special, indirect ot conzequental losses or damages resulting from or arising out of services Performed under this Agreement, including without Imitation loss of profit loss of production loss of contract, loss of use, business interruption or any ‘other special indirect or consequential losses suffered or incurred by any party howsoever caused, other than those arising from 5 6.1 10 63. 5.86 ITthe Administration is summoned or is expacted to be summoned tn answer for such Fablty as mentioned above in tis Article, BV shall be Informed without undue delay 5.87 The Administration shal for information purposes, send all claims, {documents and other relevant materia to BV. BV shal be ened to provide ‘support andlor participate in the defence of such claim, if BV deems it necessary or appropriate. 5.68 Ifthe Administration fais to plead all appropriate avalabe defensive measures then BV shall not be required to ndermity the Administration in accordance withthe clauses 56.1, 5.6.2 and 5.6.3 above, 559 The Administration shall not enter into any commitment or agreement Within the framework of this Agreement, which involves acceptance of such Tabilty as mentioned in sub-clauges 6 6 1, 5.62 and 66.3 above, without the por written consent of BV. 5.6.10 While acting forthe Administration under this Agreement, BV shall be free to create contracts directy with its clients and such contracts may contain BV's normal contactual conditions for imitng its legal billy. 57 Termination 571. Ifthis Agreement is breached by one ofthe parties, the other party witeT — oy ] 1 1 J ] ‘notify the violating paty of its breach in writing to allow the notified party the ‘opportunity to remedy the breech within 90 days, fling which the notifying party has the right to terminate the Agreement immediately. 57.2 This Agreement may be terminated by ether party by giving the other party 12 months written notice. 6 The Agreement comes into force on the later date of the signatures indcated below, IN WITNESS WHEREOF the undersigned, duly authorised by the Parlivs, have signed this agreement Date: Da For the ADMINISTRATION For BUREAU VERITAS Philippe Donche-Gay Dinctor-General of Maritime Executive Vice-President ‘Airs Dretorte ‘Marne and Offshore Division