Nature : 26-07-2016General terms And conditions Nature Group English

Unless otherwise defined in these general terms and conditions, all terms used shall have the following definitions;

• NATURE GROUP: NATURE GROUP and/or an affiliated company, user of these general terms and conditions. NATURE GROUP's affiliated companies:
  • Nature Group PLC, located in St. Helier / Jersey, Ordnance House 31 Pier Road, St. Helier / Jersey JE4 8PW;
  • Nature Group Trading Ltd, located in St. Helier / Jersey, Ordnance House 31 Pier Road, St. Helier / Jersey JE4 8PW;
  • Nature Environmental Solutions Ltd, located in St. Helier / Jersey, Ordnance House 31 Pier Road, St. Helier / Jersey JE4 8PW;
  • Nature Port Reception Facilities Ltd., located in Gibraltar, 1A North Mole Road, Western Arm, PO BOX 393, Gibraltar;
  • Nature Shipping Agency Ltd., located in Gibraltar, unit 4/5, The Boardwalk, Tradewinds, PO BOX 393, Gibraltar;
  • Nature International Slop Disposal BV, located in Rotterdam, Torontostraat 20, 3197 KN te Botlek-Rotterdam, the Netherlands;
  • Ecoscrub Solutions BV, located in Rotterdam, Torontostraat 20, 3197 KN te Botlek-Rotterdam, the Netherlands;
  • Nature Oil & Gas AS., located in Stavanger, Slettestrandveien 17, 4032 Stavanger, Norway;
  • Nature Environmental Technologies Ltd., located in Cornwall, South Unit, Hawksfield A39, St. Breock Wadebridge, Cornwall;
  • Crystalwater Navigation Ltd, located in Malta, 10 Timber Wharf, MRS 1443 Marsa, Malta.
  • Nature Port Reception Facility Panama S.A. located in Panama, Wahoo Avenue, Rodman, Vasco Nuñez de Balboa Port, Arraijan District, Republic of Panama.
• Client: each natural person or legal entity that has engaged NATURE GROUP to perform work or that receives an offer which is governed by these general terms and conditions.

1. These general terms and conditions are applicable to all NATURE GROUP's agreements and to all engagements and juridical relationships between NATURE GROUP and a client. The client's order or offer acceptation is presumed to be an acceptance of these general terms and conditions. These general terms and conditions are also applicable to all agreements with NATURE GROUP for the execution of which third parties are engaged.

2. Any deviation of these general terms and conditions should be made clear in advance and in writing.

3. The applicability of any conditions of the client is expressly rejected. Application of any conditions of the client is only possible if agreed in advance and in writing by parties.

4. Even though NATURE GROUP might not apply these general terms and conditions strictly to the agreement and the execution of the agreement, NATURE GROUP can still require strict compliance at every moment.

5. If one or more of the provisions of these general terms and conditions are invalid or set aside, the remaining provisions of these general terms and conditions shall remain applicable in full. NATURE GROUP and the client will in that case enter into consultation for making agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.

6. If a situation occurs that is not described in these terms and conditions, the situation shall be judged in the spirit of these general terms and conditions.

7. NATURE GROUP may amend the present conditions. Amendments shall also apply to agreements already entered to. NATURE GROUP shall announce any such amendments well in advance. The client may terminate the agreement as per the date on which the amended conditions will take effect, it the client does not wish to accept such amended conditions.

1. All offers issued by NATURE GROUP shall be without engagement. NATURE GROUP reserves the right to revoke or change an offer until two working days after receiving acceptation of the offer.

2. All offers are open for acceptance within the period stated by NATURE GROUP in the offer or, when no period is stated, within 30 days from the date of the offer.

3. The agreement between NATURE GROUP and the client shall only come into force upon written confirmation by parties or when NATURE GROUP makes a start with the execution of the agreement, in accordance with the client.

4. The client warrants the accuracy and completeness of the information, specifications and other data on which NATURE GROUP bases his offer and which have been stated by or on behalf of the client to NATURE GROUP.

5. Additions and/or changes to the agreement are only binding on the parties if these have been confirmed by NATURE GROUP.

6. Parties are not entitled to transfer their rights and/or obligations ensuring from the agreement to a third party, unless otherwise is agreed by parties or by these general terms and conditions.

1. Prices set by or agreed to with NATURE GROUP are exclusive of taxes (in case taxes are applicable) and exclusive of charges by any governmental body or authority and additional expenses made by NATURE GROUP in connection to any applicable law or regulation on the environment and/or the collection, treatment and transport of maritime and offshore waste.

2. Prices are subject to typographical errors.

3. If the costs of execution of the agreement increase after the closing of the agreement, NATURE GROUP shall be entitled to charge the client a price-increase if and to the extent that such increase is reasonable. Charging price-increase to the client shall at all times be held reasonable if the price- increase is caused by reasons that can be attributed to the client.

4. NATURE GROUP shall be entitled to require an advance payment with a maximum of 50% of the

   fee payable. Advanced payment is due within 30 days of the invoice date unless otherwise is agreed in writing. The advanced payment will be deducted from the final invoice.

5. Payment is due within 30 days of the invoice date by transferring or depositing the payable amount of money to the bank account stipulated by NATURE GROUP. Payment shall be made in the currency of the invoice. Complaints do not suspend the payment obligation.

6. If the client fails to remit payment within the 30-day period, the client shall be held in default by operation of law without formal notice. The client shall in that case be liable for the payment of interest equal to the statutory commercial interest rate at that time.

7. If the client fails to remit payment within the 30-day period, NATURE GROUP will be allowed to claim the in court and out of court costs with the client. The client also owes interest over the collection fee due.

8. The client's payment is without any deduction or set-off. NATURE GROUP reserves the right to have payments made by the client extend first to payment of costs, then to outstanding interest and finally the principal amount and the current interest, even if the client states that the payment relates to other invoices or bills.

9. NATURE GROUP shall at all times be entitled both prior to and after conclusion of the agreement to require security for payment or advance payment, suspending its performance of the agreement until such security has been provided and/or such advance payment has been received by NATURE GROUP. The client will be held liable for any damage, caused by the suspension of the performance. All claims of NATURE GROUP on the client shall become immediately due and payable.

10. In the event of the client being liquidated, declared bankrupt or granted suspension of payment,

the claims of NATURE GROUP on the client shall become immediately due and payable. NATURE GROUP may suspend its performance and is, without judicial intervention, entitled to terminate the agreement.

1. If it is deemed to be necessary that some of the activities of the agreement are to be carried out otherwise than agreed by parties, NATURE GROUP must inform the client accordingly about the financial consequences thereof. Separate fee will be charged for additional work.

2. Drawings, technical descriptions, designs, models, software, operational procedures and work instructions, provided to the client by NATURE GROUP, remain the sole property of NATURE GROUP. They may not be reproduced without the permission of NATURE GROUP, nor disclosed to third parties.

3. The client shall schedule and conduct work of and materials delivered by third parties to avoid causing unnecessary inconvenience and delay. If any delay is caused by the client's fail to do so, the client is to be held liable for any damage.

4. The client allows NATURE GROUP to provide the materials or work site with his name or logo.

5. A time period agreed during the term of the agreement for the completion of the work shall not under any circumstances be deemed to be a firm deadline.

6. NATURE GROUP shall be entitled to suspend the time for delivery as agreed by the period of delay, caused by force majeure (article 8) or caused by the discharge of any obligation of the client. The time for delivery may also be suspended if any additions and/or changes to the agreement are made by NATURE GROUP and/or the client.

7. In the event of the client failing to fulfill his obligations, all consequences, penalties and damages caused by or resulting from this failure will be at the client's expense. Costs of delays will be charged to the client.

1. All intellectual or industrial property rights to any offers and drawings, technical descriptions, designs, models, software, operational procedures and work instructions developed or provided under the agreement shall solely be held by NATURE GROUP or its licensers.

2. All information, data and documents provided to the client by NATURE GROUP shall remain the property of NATURE GROUP unless the agreement clearly dictates otherwise. The client may only use the provided goods for purposes for which such goods are ordinarily used and for

purposes expressly made known to NATURE GROUP.

1. Each party shall hold the other party's confidential information in confidence and shall not disclose such confidential information to third parties nor use the other party's confidential information for any other purpose other than necessary to perform under this agreement.

2. Information shall be considered to be confidential if the other party has indicated so or if the confidential character results from the nature of the information.

3. This article shall not apply to:

   • the party's own employees who reasonably need to know such confidential information;

   • the party's business, legal and financial advisors, each on a confidential basis and to the extent such information is necessary to fulfill obligations.

4. NATURE GROUP shall take the measures necessary to ensure that any third parties involved in the agreement fulfill the confidentiality obligation as if they were party to this agreement.

5. The duty to maintain confidentiality shall survive termination of the agreement.

1. If the client has effected premature termination or cancellation, NATURE GROUP shall be entitled to compensation for utilization losses that have arisen from it and which can be demonstrated as well as to reimbursement of any additional costs already incurred by NATURE GROUP.

2. The client indemnifies NATURE GROUP against claims of third parties regarding the termination of the agreement.

3. Parties have the right to terminate the agreement if:

   • The other party fails to meet his obligations or to meet them in full;

   • The other party is being liquidated, declared bankrupt or granted suspension of payment, or;

   • In case of strikes at one party's business.

     If NATURE GROUP invokes the provisions of this article, this does not affect NATURE GROUP's right to reimbursement of costs and damages.

4. If circumstances arise, involving materials or the matter which or to which work must be carried out, and being of such nature that carrying out the agreement would be impossible, NATURE GROUP is entitled to cancel the agreement. NATURE GROUP shall in that case be entitled to compensation for all costs already incurred by NATURE GROUP and any costs resulting from the cancellation.

1. NATURE GROUP is not required to comply with any obligation if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views. NATURE GROUP can suspend his contractual obligations during the period of force majeure. If the period of force majeure lasts for longer than two months, either party shall be entitled to dissolve the agreement without being obliged to pay any compensation for damages to the other party. In this case, NATURE GROUP will remain entitled to demand payment for the services it supplied with respect to the performance of the agreement before the circumstances that caused the force majeure became apparent.

2. In these general conditions, force majeure is defined - in addition to that which is deemed as such by law and legal precedent - as all circumstances, foreseen or unforeseen, that are beyond the control of NATURE GROUP but which prevent NATURE GROUP from meeting his obligations. That includes strikes at NATURE GROUP's business. NATURE GROUP is entitled to invoke force majeure if the circumstances rendering (further) fulfillment of the obligations impossible commence after the point in time on which NATURE GROUP should have fulfilled his obligations.

1. NATURE GROUP will execute the agreement to the best of his knowledge and ability, and in accordance with high standards. NATURE GROUP does not however guarantee that any intended result will be achieved.

2. In the event of NATURE GROUP being held liable, that liability shall be limited to the provisions of this article. This article is subject to exception in cases of intentional act or omission on par with gross negligence on the part of NATURE GROUP.

3. NATURE GROUP is only liable to the client for loss or damage resulting directly from an (interrelated series of) attributable shortcoming(s) in the execution of the agreement. NATURE GROUP cannot be held liable if damages are not lodged to NATURE GROUP immediately after discovery, affording NATURE GROUP a reasonable period of time within which NATURE GROUP can fulfill its obligations without assuming liability for damages.

4. NATURE GROUP is not liable for damages consisting of or caused by faults relating to information and data provided by the client.

5. NATURE GROUP cannot under any circumstances be held liable for indirect losses, including consequential losses, loss of income, missed savings or losses caused by business stagnation. NATURE GROUP cannot be held liable for any damage or losses caused by force majeure.

6. NATURE GROUP's liability for losses or damages suffered by the client as a result of the agreement is limited to the amount of which NATURE GROUP's liability is insured. In the event of the damage, attributable to NATURE GROUP, is not paid by the insurer of NATURE GROUP, the liability of NATURE GROUP will not exceed the costs of the original order.

7. The client indemnifies NATURE GROUP against claims of third parties regarding any performance of the agreement or supplied equipment by NATURE GROUP, insofar as liability under these general terms and conditions is possible.

1. The client should examine the work upon delivery for visible defects. If visible faults or defects are detected for which NATURE GROUP is responsible as a consequence of the agreement, the client must report this in writing within 8 days upon delivery. If the client does not report any faults or defects within the period of 8 days upon delivery, the work is deemed to be accepted.

2. Non-visible faults or defects for which NATURE GROUP is liable as a consequence of the agreement must be reported in writing immediately after discovery, or immediately after they became reasonably visible, but at least within two months after delivery. If the client does not report any faults or defects within this period, the work is deemed to be accepted.

3. If a complaint is well founded, NATURE GROUP shall perform the rejected work anew, unless such has become demonstrably useless for the client. If it is no longer possible or useful to perform the work agreed upon. NATURE GROUP shall only be liable within the limits of article 9 of these general terms and conditions.

4. Complaints do not suspend the payment obligation.

1. Agreements are governed by the law of the country in which the executive affiliate of NATURE GROUP is located. To the fullest extent permitted by the law, the United Nations Convention on contracts for the International Sale of Goods (Vienna 1980), known as the Vienna Sales Convention, does not apply to the agreement comprised by these general terms and conditions.

2. Disputes which might arise between the client and NATURE GROUP from any agreement concluded by NATURE GROUP with the client or from any further agreements possibly resulting there from, shall be submitted to the competent court in the district where NATURE GROUP is established.

1. The following provisions apply, in addition to the general provisions of chapter 1 of these general terms and conditions, to all agreements relating to development and/or construction.

2. If there is a conflict between the provisions of chapter 1 and the provisions of this section, this section shall prevail.

1. The work is considered to be delivered if it is accepted or deemed to be accepted by the client. The date of delivery is set to be the date of acceptance by the client. The work shall be deemed accepted if the client appears to have taken control of the work.

2. The risk of the work forming the subject of the agreement being lost or damaged shall transfer to the client at the time at which it is legally and/or actually delivered to the client and are thus placed at the client's disposal or a third-party nominated by the client for that purpose.

1. In regard to objects supplied by third parties, the warranty obligation of NATURE GROUP shall never be greater or longer duration than the warranty obligations of the supplying party towards NATURE GROUP.

2. The client is to be held liable for all damages consisting of or caused by faults relating to the function and/or quality and/or the suitability of materials as well as other items that have been prescribed for use or that are provided by the client. NATURE GROUP is under no warranty obligation towards such materials or items.

3. NATURE GROUP is entitled to refuse any warranty claim if the client fails to fulfill his obligations towards NATURE GROUP.

1. All objects delivered shall remain the property of NATURE GROUP until receipt of payment in full of the amounts due by the client to NATURE GROUP in respect of any delivery, including interest and costs. The client is not authorized to pledge or encumber the objects covered by retention of title.

2. The client shall keep the objects delivered under retention of title carefully and recognizable as NATURE GROUP's property. In the event of the client failing to meet his contractual obligations, or if NATURE GROUP has good reason to fear that the client will fail to meet his contractual obligations, NATURE GROUP may exercise his property rights as provided from this article. The client hereby gives unconditional and irrevocable permission, now for then, for NATURE GROUP or third parties engaged by NATURE GROUP to enter the places where the property of NATURE GROUP is located, and to repossess that property. Afterwards, the client will be credited with the market value (based on purchase price), which cannot be higher than the original purchase price minus the costs of repossession.

1. The following provisions apply, in addition to the general provisions of chapter 1 of these general terms and conditions, to all agreements relating to the rental of equipment.

2. If there is a conflict between the provisions of chapter 1 and the provisions of this section, this section shall prevail.

1. The equipment shall be deemed delivered to the client when collected at the location of NATURE GROUP, unless otherwise is agreed by parties. Upon delivery, all risk of loss of and/or damage to the equipment shall pass to the client.

2. Before the equipment is made available to the client, NATURE GROUP can make a delivery report and/or a photo report on the condition of the equipment. Both parties shall sign these reports. The reports confirm that the equipment is in good working order and condition, and operating in accordance with standard specifications.

1. All equipment shall comply with all applicable laws, ordinances and regulations regarding to the possession, use or maintenance of the equipment.

   • Directive 89/392/EEC with supplements 91/368/EEC, 93/44/EEC and 93/68/EEC on machinery and safety - The Machinery Directive.

   • Directive 89/336/EEC - The Electromagnetic Compatibility Directive.

   • Directive 73/23/EEC - The Low Voltage Directive.

   • Directive 97/23/EC - The Pressure Equipment Directive.

2. All equipment is designed to ensure optimum safety. If found necessary, the equipment will be provided with an emergency stop function. This function is intended to avert arising or to reduce existing hazards to persons, damage to machinery or to work in progress, and can be initiated by a single human action. The emergency stop function is always clearly visible and accessible.

1. The equipment may only be used and operated in a careful and proper manner. The client must keep the equipment in good condition and working order.

2. The client must use, service and maintain the equipment in accordance with the manufacturer's and/or NATURE GROUP's instructions and recommendations. The client will be held liable for all damages arising from not or not fully observing and/or complying with those instructions and recommendations.

3. NATURE GROUP reserves the right to make changes or improvements to the rented equipment. The client cannot refuse such changes or improvements.

1. The equipment remains at all times the property of NATURE GROUP. The client shall not sell, pledge or otherwise encumber the equipment. The client will keep the equipment recognizable as NATURE GROUP's property

2. The client shall at no time sublease or in any other manner surrender possession of the equipment to any third party, without the prior consent of NATURE GROUP.

1. The client undertakes to insure all equipment supplied by NATURE GROUP at its full replacement value against physical loss or damage from the time it leaves NATURE GROUP's premises until it is returned to NATURE GROUP's premises

2. The client shall ensure NATURE GROUP's interest is noted by the insurers and shall notify NATURE GROUP accordingly. The client shall give all details of the policy or policies as NATURE GROUP may require.

3. In the event of any loss, theft or damage the client must notify NATURE GROUP as soon as possible within a period of 24 hours. In case of theft or loss the police must be informed at the first opportunity.

4. The client shall allow NATURE GROUP to enter the client's premises where the rented equipment is stored or used at all reasonable times to locate and inspect the state and condition of the rented equipment.

1. NATURE GROUP cannot be held liable for any loss or damage arising directly or indirectly out, connected with or resulting from the renting or use of any equipment, except for claim resulting from the sole gross negligence or the intentional act of NATURE GROUP.

2. NATURE GROUP cannot be held liable for any loss or damage connected with the inability to use rented equipment, except for claims resulting from the sole gross negligence or the intentional act of NATURE GROUP.

3. The client is fully responsible for its employees and the proper use of the rental equipment.

4. The client accepts all liability and responsibility for all third party claims and losses howsoever arising in respect of damage to or loss or destruction of any property and/or personal injury or death in any way caused by or relating to the equipment or the use of the equipment.

1. A fixed term agreement may be determined by NATURE GROUP exclusively, by written notice given to the client with a notice period of 7 days.

2. If the rental agreement is closed for an indefinite period, either party may terminate the agreement by giving written notice to the other party, with regard to a notice period of at least 7 days.

3. Unless otherwise is agreed in writing between NATURE GROUP and the client, it shall be the responsibility of the client to return the equipment to NATURE GROUP on termination of the rental period. Return of the equipment is at client's expense. The equipment shall be cleaned and restored to the original condition and configuration.

4. If the client returns the equipment in a damaged or unclean condition, the client will be liable for the costs of any necessary repair, replacement or loss of earnings from the postponement of the next rental period.

5. If the equipment is not returned on the day the equipment is required to be returned to NATURE GROUP, the client is in default. The client shall be obligated to immediately pay NATURE GROUP the sum of three times the daily price of the rented equipment for each day or part of a day the default exists. The client also shall be obligated to compensate NATURE GROUP for all suffered damages. The client hereby gives unconditional and irrevocable permission, now for then, for NATURE GROUP or third parties engaged by NATURE GROUP to enter the place where the equipment of NATURE GROUP is located, and to repossess that property. NATURE GROUP may perform such action on behalf of the client and the client's expenses.

1. The following provisions apply, in addition to the general provisions of chapter 1 of these general terms and conditions, to all agreements relating the hire of service personnel.

2. If there is a conflict between the provisions of chapter 1 and the provisions of this section, this section shall prevail.

1. NATURE GROUP will render all services to the best of his knowledge and ability, and in conformity with generally accepted professional standards. NATURE GROUP does not however guarantee that any intended result will be achieved.

2. The client shall, at its own expense, provide all facilities reasonably desired by NATURE GROUP's personnel.

3. If NATURE GROUP, for whatever reason, is not able to provide an employee to the client or to obey the client's preferences, NATURE GROUP is not in default and is not obliged to pay any damages or costs to the client.

4. The operation of NATURE GROUP when hiring out employees /(CTU) operators, is aimed at providing employees / operators to clients who have a temporary need for a Compact Treatment Unit including its operating staff. In order to be able to provide competent operators for these activities, NATURE GROUP (periodically) makes investments. Therefore it is stipulated in the present agreement that a client will owe compensation should he hire the employee himself within a certain period. To prevent double employment (one at the client and one at (a contractor of) NATURE GROUP), it is also stipulated that the client is not allowed to hire the employee while this employee is still employed by/or through NATURE GROUP.

5. NATURE GROUP's employees will receive their instructions from the client, under whose supervision, management and control they will carry out their tasks. The client is responsible for the work and the working conditions. The client is supposed to instruct, supervise and treat NATURE GROUP's employees as its own employees.

6. It is agreed that neither NATURE GROUP nor NATURE GROUP's employees will be responsible for any loss or damage to, nor loss of use of, machinery, equipment, materials or other property while in the care, custody or control of the client, except for loss or damage caused by NATURE GROUP's employees intentionally and/or as a result of gross negligence. The client is required to ensure a business liability insurance, which provides adequate cover for damage in connection with the performance of the agreement. The client is obliged to indemnify NATURE GROUP for all direct and indirect damages arising out of the agreement.

7. The client shall take all necessary steps to ensure NATURE GROUP's personnel's safety. The client shall furthermore comply with any and all safety regulations prescribed by applicable law. The client is to be held fully liable for damages resulting from breach of this provision. The client shall indemnify NATURE GROUP against claims relating to the failure to ensure a safe workplace and safe working conditions.

1. The following provisions apply, in addition to the general provisions of chapter 1 of these general terms and conditions, to all agreements relating to the collection and/or the transport and/or the treatment of maritime and offshore waste outside the Netherlands.

2. If there is a conflict between the provisions of chapter 1 and the provisions of this section, this section shall prevail.

3. To all agreements relating to the collection and/or the transport and/or the treatment of maritime and offshore waste in the Netherlands, other additional terms and conditions ("VOMS" and "Algemene Nederlandse Cargadoorsvoorwaarden") shall be applicable. These additional terms and conditions are available by NATURE GROUP on request.

1. NATURE GROUP commits itself to carry out all maritime and offshore waste treatment agreements to the best of its knowledge and ability and in accordance with professional standards.

2. NATURE GROUP is entitled to refuse any warranty claim if the client fails to fulfill his obligations towards NATURE GROUP.

1. NATURE GROUP will exercise the utmost care with regard to environmental protection in its waste disposal services.

2. NATURE GROUP shall comply with any and all applicable government rules, laws, ordinances and regulations.

3. Client commits to providing complete information regarding the composition of the waste which is to be collected. All costs and damages which ensue from not, not in time, or not properly complying with this commitment, will be at the expense of the Client.

4. Client will not, without NATURE GROUP's approval, offer waste other than the kind stipulated in this agreement. When client should offer more/ different waste than stipulated in this agreement without NATURE GROUP's permission, all costs NATURE GROUP will incur due to this, will come to the full expense of Client and Client will be responsible for any damage suffered by NATURE GROUP or third parties.