Tariff of APM Terminals Liberia Ltd. Version: 2.0 Issue Date: 1 February 2012 Tariff of APM Terminals Liberia Ltd. Issue Date: 1 February 2012 Table of Contents 1 General Terms & Conditions ..................................................................................................... 3 1.1 Definitions ............................................................................................................................... 3 1.2 Scope of APM Terminals Liberia Ltd. ...................................................................................... 4 1.3 Tariff Authority, Scope and Application .................................................................................. 4 1.4 Health, Safety, Security and Environment .............................................................................. 5 1.5 Operations .............................................................................................................................. 5 1.5.1 Vessel Operations ........................................................................................................... 5 1.5.2 Cargo Operations ............................................................................................................ 6 1.6 Invoicing and Payments .......................................................................................................... 7 1.7 Liabilities and Warranties ....................................................................................................... 7 1.8 Insurance ............................................................................................................................... 10 1.9 Unauthorised Access to Vessels ............................................................................................ 10 1.10 Force Majeure ....................................................................................................................... 11 1.11 Lien ........................................................................................................................................ 11 1.12 Set Off ................................................................................................................................... 11 2 Container Operations .............................................................................................................. 12 2.1 Terms & Conditions ............................................................................................................... 12 2.2 Rates...................................................................................................................................... 12 2.2.1 Rates for Stevedoring .................................................................................................... 12 2.2.2 Rates for Storage ........................................................................................................... 13 2.2.3 Auxiliary Rates ............................................................................................................... 13 3 General Cargo Operations ....................................................................................................... 15 3.1 Terms & Conditions ............................................................................................................... 15 3.2 Rates...................................................................................................................................... 15 3.2.1 Rates for General Cargo Quay Handling ....................................................................... 15 1 Tariff of APM Terminals Liberia Ltd. Issue Date: 1 February 2012 3.2.2 Rates for Storage ........................................................................................................... 15 3.2.3 Equipment Hire or Personnel ........................................................................................ 16 3.2.4 Auxiliary Rates ............................................................................................................... 17 4 Marine Services ....................................................................................................................... 18 4.1 Terms & Conditions ............................................................................................................... 18 4.1.1 Towing ........................................................................................................................... 18 4.1.2 Pilotage ......................................................................................................................... 19 4.1.3 Mooring & Unmooring .................................................................................................. 19 4.2 Rates...................................................................................................................................... 19 4.2.1 Rates for Towage .......................................................................................................... 19 4.2.2 Rates for Pilotage .......................................................................................................... 20 4.2.3 Rates for Mooring & Unmooring .................................................................................. 20 4.2.4 Auxiliary Rates ............................................................................................................... 21 2 Tariff of APM Terminals Liberia Ltd. Issue Date: 1 February 2012 1 General Terms & Conditions 1.1 Definitions • Applicable Law: means all Liberian law (including any international agreement entered into by, and adopted as an integral part of the legal system of the Republic of Liberia), statute, proclamation, by-law, decree, directive, decision, regulation, ordinance, rule, order and notification, or any final interpretation by a court of law having jurisdiction over the matter in question as may be in force and effect during subsistence of this Tariff. • APMT: means APM Terminals Liberia Ltd., a corporation organised and existing under the laws of the Republic of Liberia, whose office is situated at the Freeport of Monrovia, Bushrod Island, Monrovia, P. O. Box 1929. • Cargo: means i) any goods or articles of any kind whatsoever including Hazardous Cargo and/or ii) full or empty Containers. • Charges: means the amount due for the services provided by APMT in accordance with this Tariff. • Container: means i) any container, whether laden or empty, 20', 40' or 45' in length, 8' in width and 8'6"/9'6" in height or any other container developed for standard use in liner shipping at any time whilst this Tariff is in force including, but not limited to, flat-racks, platforms, reefer Containers and tanks, with ISO recommended lifting arrangements and consistent with the safety requirements of CSC (Convention for Safe Containers) plates, and which can be handled by means of a standard 20', 40' and 45' spreader; ii) a non-standard Container; and/or iii) an out of gauge Container. • Dollar, USD or $: means the lawful currency of the United States of America. • Force Majeure: shall mean acts of God, accidents, wars, acts of war, invasions, acts of public enemies, hostilities (whether war is declared or not), restrictions on trade or other activities imposed by any sovereign nation or state, embargoes, blockades, revolutions, riots, civil commotions, acts of terrorism, sabotage, strikes and/or other industrial, labour or employer- employee disputes (if not cured for a period of more than two months), fires, explosions, earthquakes or any other natural disasters, expropriation of facilities or goods, epidemics, public health emergencies and any similar cause, provided any such cause was not within the reasonable control of the Party claiming the benefit of Force Majeure and could not have been avoided or overcome by such Party through the exercise of due diligence • Good Industry Practice: means the exercise of a degree of skill, diligence and prudence and practices, methods, specifications and standards of equipment, safety and performance, as may change from time to time, which would reasonably and ordinarily be expected to be used. • Harbour Master: means the person appointed by the NPA and working in liaison with APMT, who is charged with all aspects of vessels movement, vessels safety, and compliance with port rules. The Harbour Master coordinates pilotage towage, linesmen, and all other marine services. The Harbour Master will determine the number of tugs that attend to vessels while moving in the Port. • Hazardous Cargo: means Cargo of any kind classified by the International Maritime Organisation as hazardous cargo and shall include “dangerous goods” as defined in the International Maritime Dangerous Goods Code. • Marine Services: means pilotage, towage, mooring and unmooring or any other marine services required by vessels calling the Port. • Non-containerised Cargo: means any cargo which cannot be handled by means of normal use of a container spreader, even with attachments. 3 Tariff of APM Terminals Liberia Ltd. Issue Date: 1 February 2012 • NPA: means the National Port Authority, a public authority, whose office is situated at Bushrod Island, Monrovia, P.O. Box 1849. • Pilot: means the qualified person appointed jointly by APMT and the Harbour Master to guide the masters of vessels while sailing within the port limits. • Port: means the Freeport of Monrovia. • Port User: means any vessel owner, operator, charterer or agent whose vessel calls at the Port and each owner or agent of the cargo handled at the Terminal, or any of its employees. • Services: means all Terminal Services and Marine Services provided by APMT at the Terminal and in the Port. • Tariff: means this document “Tariff of APM Terminals Liberia Ltd.” • Terminal: means the facilities under responsibility and exclusive use of APMT in the Port as per the concession agreement between NPA and APMT. • Terminal Procedures: means the procedures and requirements relating to the provision of the Terminal Services by APMT as may be amended from time to time by APMT. • Terminal Services: means all the ship-to-shore and shore-to-ship container handling and ship-to- shore and shore-to-ship general cargo handling (excluding Domestic Cargo), as well as all the commercial container and general cargo storage on behalf of third parties within the Port. 1.2 Scope of APM Terminals Liberia Ltd. Under the scope of the concession agreement APMT shall: a) Provide all Marine Services, including but not limited to pilotage, towage, mooring and unmooring and any other marine services required by vessels calling within a thirty (30) mile radius of the Port. b) Collect all and any charges for pilotage, towage, mooring and unmooring and any other marine services required by vessels calling within a thirty (30) mile radius of the Port in accordance with this Tariff. c) Perform all the ship-to-shore and shore-to-ship container handling and ship-to-shore and shore- to-ship general cargo handling (excluding Domestic Cargo) within a thirty (30) mile radius of the Port. d) Perform all commercial container and general cargo storage on behalf of third parties within the Port. e) Collect all and any charges for loading and unloading, delivery, storage, safe keeping, transporting, or any other services related to cargo handling in accordance with this Tariff. 1.3 Tariff Authority, Scope and Application a) The use of any services and equipment as described under Clause 1.2 herein above shall constitute consent to the rates along with the terms and conditions contained in this Tariff and evidence an agreement on the part of all Vessels, their owners and agents and any other users of such services. b) For services which rates are not covered herein but falls within the scope of APMT’s concession the customers must provide a special service request to APMT, who will price the work involved and obtain the customer’s approval before carrying out the service. c) This document is to be read and construed in conjunction with the Port Regulations issued by the NPA. 4 Tariff of APM Terminals Liberia Ltd. Issue Date: 1 February 2012 1.4 Health, Safety, Security and Environment a) All Port Users must adhere to all of the rules and regulations with respect to Health, Safety, Security and Environment (HSSE) as set by APMT and the Applicable Law. b) No dangerous, offensive or harmful goods likely to cause personal injury or damage to property may be brought into the Terminal without specific written approval to that effect. APMT must be notified of the following at least seventy two (72) hours before the vessel’s arrival at the Port: i. The time of arrival of the vessel and duration of stay in the Port. ii. The details and specifications of the goods, and iii. The emergency contact numbers and the name of the concerned body. c) The Terminal or other property and/or area controlled by APMT is not a public thoroughfare and all persons unauthorizingly entering thereon do so at their own risk and APMT shall accept no liability for any peril to such persons. It is not permitted to enter the Terminal or other property controlled by APMT without first obtaining a permit or a gate pass from APMT. APMT may withdraw such a permit or gate pass for any reason and at APMT’s sole discretion. APMT reserves the right to refuse admittance to the area and to require the removal from the premises of any person for any reason whatsoever. d) Smoking and/or open fires are strictly prohibited at the Terminal, the vessels, cargo hatches, stores, warehouses and cargo decks during cargo operations. e) APMT is certified and in full compliance with all ISPS requirements. All Port Users are required to meet the requirements pertaining to their role as specified in accordance with the ISPS code. f) It is strictly prohibited for any owner, agent or master of the vessel to dispose or throw any refuse or waste into the harbour, any where in the Port, or at the Terminal. Refuse or waste shall include: i. Substances which float or are capable of floating on the surface of the water, ii. Sedimentary or substances liable to form sediment in the bottom of the waterways or to cause the decomposition of marine life in the waters of the harbour, iii. Substances which are toxic to marine life, iv. Substances capable of producing odorous and gases of putrefaction. 1.5 Operations a) The Freeport of Monrovia operates continuously 24 hours a day except for Christmas day, Independence Day and New Years Day. b) The normal office business hours are between 08h00 and 17h00 from Monday to Friday and between 08h00 and 12h00 on Saturday, Services performed outside business hours shall be subject to special agreement with APMT on a case by case basis. c) APMT is entitled to fix and amend working hours and announce its working hours by the means it deems suitable. 1.5.1 Vessel Operations a) The owner, agent or master of a vessel intending to call at the Port for discharging or loading of cargo, should notify in writing the Harbour Master and APMT at least seventy two (72) hours prior to the arrival of the vessel with details including the nature and quantities of the cargo to be discharged or loaded, in addition to other important information related to the Vessel, its crew and/or passengers. b) Vessels will be berthed for operations on order of their arrival time unless the Harbour Master or APMT decides otherwise. Operations shall be carried out under the responsibility of the master of the vessel. 5 Tariff of APM Terminals Liberia Ltd. Issue Date: 1 February 2012 c) Upon completion of operations the vessel shall vacate the berth immediately, unless otherwise agreed with APMT. If a vessel does not vacate the berth immediately and remains thereat for a period more than four (4) hours after completion of operations, a penalty shall be imposed and charged in accordance with this Tariff. d) Manifest and details of the cargo shall be prepared and certified by the vessel’s owner, agent, or master in accordance with Applicable Law, the requirements of APMT and any other information APMT may deem necessary. The manifest must be presented to the APMT at least seventy two (72) hours prior to the arrival of the vessel. A certified statement of any alterations or amendments to the original manifest shall be submitted to the APMT immediately upon completion of cargo operation. e) The owner, agent, or master of the vessel must present upon demand a bank guarantee or certificate or any other document in connection with Charges for the operation. f) It is strictly prohibited for any vessel to start cargo operation before being properly berthed. g) The master of the vessel shall allow the APMT to inspect and test the cargo handling gear and to inspect its certificates at any time. h) The owner, agent, or master of the vessel shall be held responsible for any loss or damage due to improper storage of cargo onboard and shall bear all consequences relating thereto. i) In case vessel operations cannot be conducted in accordance with Good Industry Practice for any reason outside the control of APMT, including but not limited to inadequate or defective ship’s gear or uneven distribution of cargo holds, APMT may instruct the vessel to vacate the Terminal, or change the way the operations are being handled. Any costs related to this are for the account of the vessel owner, operator, charterer or agent. 1.5.2 Cargo Operations a) No cargo or goods will be considered received by APMT except after the issuance of an official receipt to the master of the vessel which discharged these cargo or goods or to the agent of the vessel or any other legally authorised person to transport these cargo or goods to or from the Terminal. APMT shall not be responsible for confirming that all parts of a shipment, consignment or goods packages set out in the bill of lading have been discharged at the Terminal or loaded on board of a vessel before this vessel departed or a difference in the weight or measurement of such packages from those set out in the bill of lading or any invoice or any other document related to these cargo, shipments, or goods. In the case of containers that contain goods which may not be easily and accurately identified at the time of loading or unloading, the official receipt issued in this regard will indicate the number of the units only and APMT will not be held responsible for the inappropriateness of the items contained in these goods or packages or claimed to be contained inside these units. b) Cargo and goods shall be delivered from storage in the Terminal to the consignee or to their duly authorised representatives only against a delivery order signed by the vessel’s owner or his agent and after payment of all Charges on such goods and after release by Customs and other relevant authorities. c) APMT and the Harbour Master may order any vessel to leave the Terminal if it appears that it is carrying unhealthy or harmful goods. In case the vessel has already discharged these goods, the consignee shall immediately take these goods outside the Terminal after obtaining the approval of the concerned authorities. If the consignee fails or denies his responsibility for these goods or APMT fails to locate him, the master, owner or agent of the vessel shall immediately remove these goods out of the Terminal. However, if the consignee, master, owner or agent of the vessel refuses, fails or neglects to carry out APMT’s instructions, APMT may then remove or dispose off all these goods in the manner it deems suitable, and this action will be under the responsibility and costs of the consignee, the master, owner or the agent. 6 Tariff of APM Terminals Liberia Ltd. Issue Date: 1 February 2012 d) It is strictly prohibited for any Vessel, during loading or discharging of any dangerous goods Class 1 and Class 7, to carry out at the same time, loading or discharging of other goods, fuelling or allowing transfer of passengers. e) Handling of dangerous goods of classes 1 and 7 is conditioned to prior approval from the Harbour Master. f) It is strictly prohibited to discharge any damaged or pierced packages or containers the contents of which are of dangerous goods Class 1 and Class 7 and which are found leaking unless APMT decides otherwise after examining the same by qualified staff from APMT. 1.6 Invoicing and Payments a) Each vessel owner, operator, charterer or agent whose vessel calls at the Port and each owner or agent of the cargo handled at the Terminal, as a condition to receiving these services, agrees that APMT reserves the right to estimate and collect prior to APMT providing these services all charges which might accrue under this Tariff. APMT reserves the right to deny the use of any of the facilities until such advance payments or deposits are made. b) All invoices are rendered in strict accordance with this Tariff, are due on presentation and are payable to APMT. c) No correction will be made on an invoice where the change in the total amount would be less than USD 2.50. 1.7 Liabilities and Warranties a) APMT's liability for loss of and/or damage to all Containers in the custody of APMT (from the time of receiving up to and including the time of completion of loading onto any vessel; from and including the commencement of discharge up to and including the time of delivery; and for Containers discharged from one vessel and subsequently loaded onto another vessel from the time of the commencement of discharge from one vessel up to the time of completion of loading onto another vessel) where such loss and/or damage was caused by the gross negligence or wilful default of APMT, its agent, servants or sub-contractors and the maximum liability of APMT to the Port User in relation to each incident for each Container shall be the lesser of either the depreciated value of the Container or the actual cost of the repair provided always that under no circumstances shall the claim exceed the following amounts: i. depreciated value of the Container or one thousand United States Dollars (USD 1,000) in the case of any dry Container; and ii. depreciated value of the Container or five thousand United States Dollars (USD 5,000) in the case of any reefer Container. and for the avoidance of doubt, in the absence of gross negligence or wilful default, APMT shall have no liability for such loss and/or damage. b) APMT's liability for loss of and/or damage to all Cargo and Non-containerised Cargo in the charge of the Port User, its sub-contractors, agents or their assignees whilst in the custody of APMT where such loss and/or damage was caused by the gross negligence or wilful default of APMT, its agents, servants or sub-contractors and the maximum liability of APMT to the Port User in relation to each incident for such Cargo shall be limited to three thousand United States Dollars (USD 3,000) per Ton Cargo. And for the avoidance of doubt, in the absence of gross negligence or wilful default, APMT shall have no liability for such loss and/or damage. 7 Tariff of APM Terminals Liberia Ltd. Issue Date: 1 February 2012 Provided always that in no circumstances shall APMT's liability exceed the limits of liability in accordance with the terms and conditions contained within the Port User's Contract of Carriage or, if applicable, the vessel's limitation fund except to the extent APMT agrees in writing to a higher limit on liability in a particular case. Without prejudice to any other provisions or clauses in this Tariff, the Port User shall incorporate into its bill of lading and other transport documents, evidencing contracts of carriage, being issued in respect of Cargo or Non-containerised Cargo carried by the Port User a clause to the effect that while acting in the course of or pursuant to this contract, APMT shall be entitled to the benefit of all provisions or clauses in the bill of lading or other transport document to the extent such provisions and clauses benefit the Port User, and APMT for itself and any party for whom it is responsible hereby accepts such benefit. If due to the negligence or deviation of the Port User, or as a result of the Port User's agreement, any defences or limits of liability normally included in the bill of lading or other transport document do not apply, the liability of APMT will be limited as if such defences or limits of liability did apply. APMT authorises, empowers and directs the Port User to act, and the Port User hereby agrees to act, as the APMT' trustee and/or agent for the limited purpose only to stipulate for APMT to have as against other persons/parties the benefit of all exceptions, exemptions, or limitations of liability as may benefit the Port User in all bills of lading or other transport documents, evidencing contracts of carriage, entered into by the Port User in respect of Cargo and Non- containerised Cargo and its carriage and handling. c) The limitation of liability per incident under this Clause 1.7 shall relate to the whole of any losses and damages which may arise upon any one distinct occasion, although such losses or damage may be sustained by more than one person, and shall apply whether the liability arises at common law or under any written law and notwithstanding anything in such written law. d) APMT shall only be liable to a Port User for any loss or damage to any Vessel (including gear and all other equipment) where such loss and/or damage was caused by the gross negligence or wilful default of APMT, its agents, servants or sub-contractors and the maximum liability of APMT to the Port User in relation to each incident shall be limited to one million United States Dollars (USD 1,000,000). e) The Port User shall be liable for and shall fully indemnify APMT, its servants, agents and sub- contractors against any liability for claims or suits, including costs and expenses incidental thereto, in respect of loss of or damage to any property and death or injury suffered by any person caused by any defect or fault in any Cargo (including the packaging thereof) or by the negligence or default of the Port User, its servant or agents pursuant to this Tariff or otherwise. f) APMT shall not be responsible for or liable to the Port User for: i. any consequential or indirect loss or damage; or ii. loss of profit, revenue, savings, business or contracts; or iii. injury to goodwill or reputation; howsoever caused, including by breach by APMT of its obligations under this Tariff or its breach of duty, negligence or gross negligence. g) In respect of any claim arising under any indemnity in favour of the Port User contained in this Tariff the Port User shall: i. within fifteen (15) days after becoming aware of the claim, notify APMT in writing of the claim (the "APMT Claim") against which the Port User is seeking to be indemnified together with all details of APMT Claim in the actual knowledge or possession the Port User at the time and becoming known to it at any time thereafter; ii. take such other steps as may be necessary or as APMT may reasonably require to avoid or reduce the APMT Claim; 8 Tariff of APM Terminals Liberia Ltd. Issue Date: 1 February 2012 iii. where the APMT Claim relates to a claim by any third party against the Port User, not admit liability or make any offer, promise, compromise or settlement with the third party without the prior written consent of APMT (which consent not to be unreasonably withheld or delayed); and iv. where the APMT Claim relates to a claim by any third party against the Port User, at the request of APMT and at APMT's cost, cooperate with APMT or its insurers, in the defence, settlement and/or counter claim of such Port User Claim. h) Notwithstanding the remaining provisions of this Tariff the maximum aggregate liability of APMT to the Port User in any calendar year or if applicable, pro-rata of any calendar year regardless of the cause of such claim shall in no circumstances exceed five million United States Dollars (USD 5,000,000) provided that all amounts payable under any relevant insurances held by the Port User against any Port User claims shall be paid in full to APMT within fourteen (14) days of receipt of the same by the Port User from the relevant insurance Port User. APMT shall also not be liable for any claim with a value of less than five hundred United States Dollars (USD 500). i) Save as provided in this Clause 1.7 APMT shall not be under any liability to the Port User whether in contract, tort or otherwise in respect of the use of the Container Terminal and the provision of the Terminal Services for any death, personal injury, damage or loss resulting from the use of the Terminal and the provision of the Terminal Services or from any work done in connection therewith. j) If due to the negligence or default of APMT, APMT shall: i. overstow any Container in such Vessel; ii. load onto another vessel any Container instructed in writing by the Port User for loading onto such Vessel; iii. fail to load or discharge any Container onto or from such Vessel notwithstanding the earlier written instruction of Port User to load or discharge such Container; or iv. discharge any Container from such Vessel notwithstanding the absence of any earlier written instruction by the Port User to discharge such Container; then the limit of APMT' liability shall be required to do the following (as applicable): i. reimburse the Port User for any necessary and reasonable stevedoring charges paid by the Port User at the port of discharge for the extra handling of each Container described in Clause 1.7 (k) (i) above; ii. reimburse the Port User for any necessary and reasonable stevedoring charges paid by the Port User at the port of discharge for the extra handling of each Container described in Clause 1.7 (k) (ii) above, and for the carriage of such Container by sea from the next port of call to the original intended port of destination; iii. reimburse the Port User for any necessary and reasonable stevedoring charges paid by the Port User at the port of discharge for the extra handling of each Container not discharged, as described in Clause 1.7 (k) (iii) above, and for the carriage of such Container by sea from the next port of call to the port or to the original intended port of destination, whichever shall be lower; or waive any extra handling and storage charges which would otherwise have been payable by the Port User to APMT for each Container described in Clause 1.7 (k) (iv) above and reimburse the Port User for the carriage of such Container by sea from the port to the originally intended port of destination. k) No limitation on or exemption from liability of APMT or any indemnity in its favour shall apply to any case of its fraud. l) APMT shall be relieved of any and all liability to the Port User for all claims for loss, delay, damage or shortage of any nature or description unless any claim is brought within one (1) year from the date of the alleged wrongdoing. This one (1) year period also includes claims for indemnity by the Port User for payments paid or faced, including subrogation claims and no 9