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Contract analysis / expert-retention-letter-valuation.docx
expert-retention-letter-valuation.docx
High · 0
Medium · 1
Standard · 5
1. Background
Standard
⚑ Commercial term
1. Background AADE has issued a valuation adjustment totaling €9,940,000 to the customs value of marine cargo-handling equipment imported by TSL from Hailong Heavy Industries Co., Ltd. (People's Republic of China) during the period from 2019 through 2022. The total declared CIF customs value across four purchase contracts was €98,000,000. The equipment procured under these contracts comprises the following: (i) Ship-
2. Scope of Engagement
Standard
⚑ Commercial term
2. Scope of Engagement K&P is retained to provide the following customs valuation advisory services in connection with the dispute described above: (a) Customs Valuation Report K&P will prepare a detailed Customs Valuation Report containing a comprehensive economic and legal analysis of TSL's declared transaction values for the imported equipment. The Report shall address each of the three valuation adjustments asser
3. Conflict Acknowledgment — Dual Role as Statutory Auditor
3. Conflict Acknowledgment — Dual Role as Statutory Auditor C&H acknowledges that K&P currently serves as the statutory auditor of TSL. We further note that Ms. Elena Papadimitriou, TSL's Chief Financial Officer, formerly served as an audit manager at K&P prior to joining TSL in 2015. K&P has confirmed to C&H that the provision of customs valuation advisory services as contemplated by this engagement does not create
4. Deliverables and Timeline
4. Deliverables and Timeline K&P shall prepare and deliver the following work product in accordance with the target dates set forth below: The foregoing timelines are indicative and may be adjusted by mutual agreement between K&P and C&H as the matter develops, including in response to developments in the administrative proceedings, additional information requests from AADE, or the availability of documents and inter
5. Fee Arrangements
Standard
⚑ Commercial term
5. Fee Arrangements Hourly Rates. K&P shall bill for its services at the following hourly rates: The foregoing rates are effective as of the date of this letter and shall remain in effect for the duration of the initial engagement through delivery of the final Customs Valuation Report. Any changes to the applicable hourly rates will be communicated to C&H and TSL in advance and in writing. Invoicing. K&P will invoice
6. Information Requirements
Standard
⚑ Commercial term
6. Information Requirements In order to perform the services described in Section 2 above, K&P will require access to the following documents and information from TSL. All document production shall be coordinated through C&H to preserve applicable privilege protections: (a) All four Hailong purchase contracts, including all annexes, schedules, and amendments thereto: Contract HHI-TSL-2019-001, Contract HHI-TSL-2019-0
7. Privilege and Confidentiality
Medium
⚑ Forum / governing law
7. Privilege and Confidentiality K&P is engaged at the direction of counsel — Calderwood & Harkness LLP — for the purpose of providing expert advisory services in connection with pending and anticipated administrative and judicial proceedings. All communications between K&P, C&H, and TSL relating to this engagement, including oral and written communications, draft analyses, working papers, memoranda, and reports, sha
8. Independence
8. Independence K&P confirms that, subject to the disclosed dual role as TSL's statutory auditor (as addressed in Section 3 above), it is independent of Hailong Heavy Industries Co., Ltd., AADE, Meridian & Drakos Dikigiriko Grafeio (AADE's external legal advisors in connection with this matter), Nereus Maritime Advisory Limited, Andreadis Family Holdings LLC, and all other adverse or interested parties to this matter
9. Coordination with Other Advisors
9. Coordination with Other Advisors K&P will, as necessary and appropriate, coordinate its work with other advisors retained by C&H and TSL in connection with the customs dispute. The advisors with whom coordination may be required include the following: (a) Argonaut Trade Consulting GmbH (Dr. Lukas Brenner, Managing Director) — an independent customs classification expert retained by C&H to address the classificatio
10. Termination
Standard
⚑ Commercial term
10. Termination Either C&H (on behalf of TSL) or K&P may terminate this engagement upon fifteen (15) days' prior written notice to the other party. In the event of termination, K&P will be compensated for all work performed and expenses incurred through the effective date of termination, in accordance with the fee arrangements set forth in Section 5 above. Upon termination, K&P will promptly deliver to C&H all work p
11. Primary Contacts
11. Primary Contacts The primary contacts at C&H for this engagement are as follows: Garrett Simmons, Associate, Tax Group Email: garrett.simmons@calderwoodharkness.com Day-to-day coordination of the engagement Christy Bauer, Senior Associate, IP Group Email: christy.bauer@calderwoodharkness.com Classification-related aspects bearing on customs valuation James Prentice, Partner Email: james.prentice@calderwoodharknes