1. INDEPENDENT CONTRACTOR – In the conduct of services, hereunder, FMC International, (“FMC”) is and shall remain at all times an independent contractor and neither FMC nor any of its surveyors, officers, employees, or subcontractors shall be or act as the employee, servant or agent of any other party hereto in its performance of any of the terms and conditions hereof. 
2. Admin and Communication charges might occur depending on port and communication requirements unless otherwise agreed.  
3. These terms and conditions are deemed to be accepted by the Customer upon instruction by FMC for the provision of the Services. These terms and conditions may be amended from time to time by FMC subject to prior written notice. The continuing use of Services by the Customer following such amendments will constitute acceptance by the Customer of the amended terms. 
4. The Customer will set out in writing the Services which it requires FMC to provide. FMC will confirm in writing that it accepts those instructions or alternatively what Services it will perform in connection with the Customer’s instructions. Once FMC and the Customer have agreed what services are to be performed any subsequent changes or additions must be agreed by both parties in writing. 
5. The party or parties requesting the services of FMC (hereinafter the “Client”) is responsible for establishing necessary access for FMC, its officers, surveyors, employees, servants, agents and subcontractors, to goods, premises, vessels, installations and transport and to all places where cargo is being stored and assembled and maintaining safe working conditions in accordance with applicable safety standards and for providing FMC surveyors with safe access to sites and assistance during inspection, testing and trials. FMC personnel shall comply with Client’s safety procedures to the extent such procedures are communicated to FMC personnel and are not in contravention of any applicable safety standard. If FMC personnel feel the proposed working conditions are unsafe they may refuse to attend the work site.  
6. The Customer undertakes to ensure that full instructions are given to FMC and are provided in sufficient time to enable the required Services to be performed effectively and. FMC shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions. 
7. FMC shall carry out the inspection to the best of its ability and with the resources available and evidence provided. Once the inspection is completed, a detailed report will be prepared and issued to the Customer within 5 working days after the inspectors returning to base location.  
8. FMC shall issue an invoice to the Customer with the agreed fee. Costs related to any extraordinary items of inspection shall be pre-approved by the Customer on the basis of estimates from FMC.  
9. The Customer shall pay FMC Fees punctually in accordance with these Conditions and in any event not later than 30 days following the relevant invoice date, or in such other manner as may have been agreed in writing between the parties.  
10. In performance of this Agreement, FMC may at its discretion designate one or more sub-contractors to perform all or any part of its duties hereunder. In the event of such a sub-contract FMC shall remain fully liable for the due performance of its obligations under these Conditions.  
11. FMC shall promptly notify the Customer of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable for FMC to continue its involvement with the appointment. The Customer shall be responsible for payment of FMC Fees up to the date of notification. 
12. FMC undertakes not to disclose any information provided in confidence by the Customer to any third party and will not permit access to such information by any third party unless the Customer expressly grants permission save where required to do so by an order of a competent court of law. 
13. HOLD HARMLESS – The Client or his assignee or successor in interest agrees to release, indemnify and hold harmless FMC from and against any and all claims, demands, lawsuits or actions for damages, including legal fees, for harm or loss to persons and/or property tangible, intangible or otherwise which may be brought against FMC incidental to, arising out of or in connection with the work to be done, services to be performed or material to be furnished hereunder except for those claims caused solely and completely by the negligence of FMC, its directors, officers, employees, agents or subcontractors. 
14. If any party to this Agreement relies on any information or advice given by FMC and suffers loss, damage or expense directly therefrom which is proven to have been caused by the sole negligent act, omission or error of FMC, its officers, employees or agents, or from breach of any implied or express warranty of workmanlike performance in connection with the services, or from any other reason, then the combined liability of FMC, its surveyors, officers, employees, agents or subcontractors to Client or any other person or business entity or sovereign, will be limited to the sum actually paid to FMC for services alleged to be deficient. 
15. CONSEQUENTIAL DAMAGES – In no event shall either FMC or Client be liable for indirect or consequential damages, including, without limitation, loss of use, loss of profit, or loss of contract suffered by any person regardless of whether such claim is based upon alleged breach of contract, wilful misconduct, or negligent act or omission. 
16. Should any of the provisions contained in this Agreement for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been set forth herein, and the Agreement shall be carried out as nearly as possible according to its original terms and intent. The same shall apply mutatis mutandis with respect to any gap in this Agreement. 
17. This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provision of this Article. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Small Claims Procedure Terms current at the time when the arbitration proceedings are commenced. The arbitration proceedings shall be conducted in English. The reference shall be to one (1) arbitrator. 
18. The Customer represents that neither it is a Sanctioned Person, controlled by or acting for the interests or on behalf of a Sanctioned Person. Nor the Vessel or the cargo on the Vessel are sanctioned by any Sanctions Authority. The Customer shall immediately inform FMC if during the provision of the Services itself, its shareholders or ultimate beneficial owners as well as the Vessel, including its owners or charterers, becomes a Sanctioned Person.  

Definitions 

“Disbursements” means the cost of all reasonable sketches and printing, duplicating and, where applicable, electronic transmission fees, and all reasonable and appropriate expenses including travel, subsistence and hotel accommodation where an overnight stay is necessary. 

“Fees” means the fees charged by FMC to the Customer and including any value added tax where applicable. 

“Report” means any report or statement supplied by FMC in connection with instructions received from the Customer. 

 “Sanctions Authority” shall mean the European Union, the United States of America, the United Kingdom or the government of any country with jurisdiction over the Services and/or the use of the Vessel.  

 “Sanctioned Person” shall mean any natural or legal person that is on a sanctions list issued by a Sanctions Authority. 

 “Services” means the services supplied by FMC International to the Customer as agreed between the parties. 

 “Vessel” shall mean the vessel the Services relate to.