Contract analysis

I. INTRODUCTION AND PURPOSE Dear Dr. Sørensen, This memorandum follows our expert retention letter dated February 1, 2024, which formalized the engagement of you and Nordic Maritime Consulting Group ApS as the maritime engineering expert retained on behalf of the defense in this matter. As set forth in the retention letter, you have been retained to provide expert maritime engineering analysis, opinions, and, if nece

II. THE PARTIES A. Thalassa Shipping & Logistics SA (Defendant / Our Client) Thalassa Shipping & Logistics SA is a Société Anonyme organized and existing under the laws of the Hellenic Republic (Greece). Thalassa's principal headquarters are located at 42 Akti Miaouli, Piraeus 185 38, Greece, which is situated in the heart of the Piraeus maritime district. Thalassa is an established participant in the international c

III. THE VESSEL — M/V *AEGEAN FORTUNA* The vessel at the center of this dispute is the M/V Aegean Fortuna, a Supramax-class dry bulk carrier. The following vessel particulars are provided for your reference. A complete vessel particulars sheet is enclosed as Enclosure G. The vessel's hull and machinery insurance is underwritten by Fortis Marine Underwriters Ltd., with offices at 50 Fenchurch Street, London EC3M 3JY,

IV. THE CHARTER-PARTY A. Basic Terms The contractual relationship between Thalassa (as disponent owner, through Aegean Fortuna Shipholding Ltd.) and Northwind (as charterer) is governed by a time charter-party executed on December 3, 2020. The charter-party is based on the New York Produce Exchange Form 2015 (NYPE 2015), as amended by the parties through various addenda and rider clauses negotiated at the time of exe

Clause 2 and Clause 6 — Maintenance and Seaworthiness

Clause 2 and Clause 6 of the charter-party, read together, impose upon the Owner (Thalassa, through Aegean Fortuna Shipholding Ltd.) the obligation to maintain the vessel in a "thoroughly efficient state of hull, machinery, and equipment" throughout the entire charter period. This obligation encompasses all aspects of the vessel's mechanical systems, structural integrity, and operational equipment. Additionally, the

Clause 5 of the charter-party permits worldwide trading, subject to certain exclusions. Specifically, the vessel is excluded from calling at: (a) ports subject to sanctions administered by the U.S. Office of Foreign Assets Control (OFAC); (b) ports or areas designated as war-risk zones under the London Joint War Committee Hull War Risks Listed Areas; and (c) ice-bound waters north of latitude 68° North. The trade lim

Clause 11 governs the circumstances under which the charterer is entitled to cease paying hire. Under this provision, the charterer is entitled to deduct hire for periods during which the vessel is "off-hire" due to the owner's default, including periods of mechanical breakdown attributable to the owner's failure to maintain the vessel in the required efficient state. Northwind has invoked Clause 11 in connection wit

Clause 28 — Liquidated Damages

Clause 28 of the charter-party provides that, upon the Owner's material breach of the maintenance and seaworthiness obligations set forth in Clauses 2 and 6, the Charterer is entitled to liquidated damages calculated as follows: Liquidated damages = 150% × (aggregate off-hire days) × (daily hire rate) The clause further provides that such liquidated damages are "subject to a cap of $4,500,000 for any single continuou

V. THE ALLEGED BREACHES — DETAILED FACTUAL BACKGROUND This section sets forth the detailed factual background of each of the three mechanical incidents underlying Northwind's breach of charter-party claims. For each incident, we describe the nature and circumstances of the failure, identify the relevant timeframe and off-hire period, summarize Thalassa's defense position, explain the relevance of the incident to your

VI. THE ALLEGED ROUTE DEVIATION (SEPTEMBER 2022) In addition to the three mechanical incidents described above, Northwind alleges that Thalassa improperly directed the M/V Aegean Fortuna to deviate from its agreed voyage route in September 2022. Background: In September 2022, the M/V Aegean Fortuna was engaged in a voyage from Durban, South Africa to Qingdao, China. Northwind alleges that TSL directed the vessel to d

VII. NORTHWIND'S CLAIMED DAMAGES (OVERVIEW) For your contextual understanding of the overall case, we provide below a summary of the damages claimed by Northwind in its Verified Complaint. Northwind's total claimed damages amount to $18,300,000, broken down as follows: We note that the quantification of damages is the primary province of TSL's separately retained damages expert, Dr. Constance Albright of Clearwater E

VIII. LITIGATION STATUS To provide you with an understanding of the current procedural posture of the case and the upcoming litigation timeline, we summarize the key events and deadlines as follows: Complaint Filed: Northwind filed its Verified Complaint on October 2, 2023, asserting causes of action for breach of charter-party, breach of the implied warranty of seaworthiness, negligent maintenance, indemnification f

IX. SCOPE OF MARITIME ENGINEERING ASSIGNMENT This section defines the specific scope of the engineering analysis and opinions we are requesting from Dr. Sørensen. We have organized the assignment into primary opinions, expert report requirements, and potential testimony obligations. A. Primary Opinions Requested

1. Incident 1 — Latent Defect Analysis (Turbocharger Failure) With respect to the main engine turbocharger failure that occurred on March 12, 2022 (Incident 1), Dr. Sørensen is requested to: (a) Examine the turbocharger's complete maintenance history, including all inspection records, servicing intervals, component replacement records, and any condition monitoring data, together with the manufacturer's recommended ma

2. Incident 2 — BWTS Causation and Boiler Failure With respect to the dual failure of the ballast water treatment system and the auxiliary boiler at Richards Bay, South Africa (Incident 2), Dr. Sørensen is requested to: (a) Evaluate the BWTS failure mode in detail and conduct a causation analysis to determine whether contaminated ballast water loaded at a prior port of call under Northwind's operational direction is

3. Incident 3 — Cylinder Liner Failure With respect to the main engine cylinder liner failure that occurred on November 15, 2022 (Incident 3), Dr. Sørensen is requested to: (a) Conduct a root cause analysis of the cylinder liner failure, determining whether the failure resulted from (i) normal wear and tear, (ii) a material defect in the cylinder liner, (iii) inadequate maintenance or failure to adhere to recommended

4. General Vessel Maintenance Standards In addition to the incident-specific analyses described above, Dr. Sørensen is requested to: (a) Provide an overall assessment of TSL's maintenance regime for the M/V Aegean Fortuna during the charter period (January 2021 through the end of 2022), based on the maintenance records, GMCB survey records, and other documentation available for your review. This assessment should enc

5. Weather and Routing (If Requested) As a secondary and contingent assignment, Dr. Sørensen may be asked to: (a) Review weather data, sea condition reports, and vessel routing records for the Mozambique Channel and western Indian Ocean region during September 2022; and (b) Opine on whether the weather and sea conditions prevailing at that time could have justified Captain Giannopoulos's routing decision to call at M

X. DOCUMENTS ENCLOSED AND FORTHCOMING A. Documents Enclosed with This Memorandum The following documents are enclosed with this memorandum and transmitted via secure file transfer (receipt confirmation requested): Enclosure A: M/V Aegean Fortuna — Maintenance Records, January 2020 through December 2022 (initial production). These records include engine room logs, planned maintenance system records, machinery inspecti

XI. POINTS OF CONTACT The following individuals are your primary points of contact for this engagement: At Calderwood & Harkness LLP: Primary Contact: Carlos Espinoza, Lead Associate Phone: (212) 558-7340 Email: cespinoza@calderwoodharkness.com One Liberty Plaza, 50th Floor, New York, NY 10006 Supervising Partner: Douglas Carmichael, Responsible Partner Phone: (212) 558-7100 Email: dcarmichael@calderwoodharkness.com

XII. CONFIDENTIALITY AND PRIVILEGE REMINDER We reiterate that all materials provided to Dr. Sørensen in connection with this engagement, and all communications between Dr. Sørensen and Calderwood & Harkness LLP (and its agents, employees, and co-counsel), are confidential and are protected by the attorney work product doctrine and, to the extent applicable, the attorney-client privilege. The following protocols must