1044-00005 · Client 1044 · Correspondence/Third Parties

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PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Barristers & Solicitors

25 Finsbury Square London EC2A 1DU United Kingdom

Tel: +44 (0)20 7946 0200

Additional Offices: 400 Lexington Avenue, New York, NY 10170, USA Avenue Louise 480, 1050 Brussels, Belgium

October 15, 2022

BY HAND AND ELECTRONIC MAIL

Ms. Fiona Hartwell Senior Account Executive Aether Insurance Brokers Limited 30 St Mary Axe London EC3A 8BF United Kingdom

For transmission to:

Oceanos Underwriters Société Anonyme 10 Kifissias Avenue 151 25 Marousi Athens, Greece Policy No.: OCU-FIN-2021-GR-0487

Re: Notice of Claim Under Financial Lines Policy — Thalassa Shipping & Logistics SA — Customs Classification and Valuation Dispute

Dear Ms. Hartwell:

Calderwood & Harkness LLP ("C&H") writes on behalf of its client, Thalassa Shipping & Logistics Société Anonyme ("TSL"), the Named Insured under Financial Lines Policy No. OCU-FIN-2021-GR-0487 issued by Oceanos Underwriters SA (the "Policy"). The purpose of this letter is to provide formal notice of a claim under Section 2.4 (Tax/Regulatory Authority Disputes) of the Policy in connection with a customs classification and valuation dispute between TSL and the Independent Authority for Public Revenue of the Hellenic Republic (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, "AADE"). TSL is represented by C&H in this matter, which has been assigned C&H Matter No. C&H-2022-ITS-04781. TSL respectfully requests that Aether Insurance Brokers Limited ("Aether") transmit this notice of claim to Oceanos Underwriters Société Anonyme ("Oceanos") promptly and without delay, so as to preserve TSL's rights under the Policy and ensure compliance with all applicable notification requirements.

The facts and circumstances giving rise to this claim are set out below. This letter constitutes a formal claim notification under the Policy and should be treated as such by both Aether and Oceanos.

I. NOTICE OF CLAIM

A. Formal Claim Notice Statement

Pursuant to Section 5.1 of the Policy (Claims Notification), TSL hereby gives formal notice of a Tax or Regulatory Authority Claim, as that term is defined in the Policy. TSL provides this notice as soon as practicable following its receipt of the relevant assessment notices from AADE, and in any event within the sixty-day notification window prescribed by Section 5.1 of the Policy. TSL requests that Oceanos treat this letter as the operative notice of claim for all purposes under the Policy.

B. Nature of Claim

AADE has issued two Additional Duty Assessment Notices to TSL, each dated August 12, 2022, alleging customs classification and valuation errors relating to forty-seven (47) units of specialized marine cargo-handling equipment imported by TSL from Hailong Heavy Industries Co., Ltd. ("Hailong"), a manufacturer based in Ningbo, People's Republic of China. The equipment in question comprises ship-to-shore ("STS") gantry cranes, rubber-tired gantry ("RTG") cranes, automated stacking crane ("ASC") systems, and related spare parts, software, and commissioning services. These imports were made between March 2019 and January 2022 for use at TSL's terminal operations at the ports of Piraeus, Thessaloniki, and Volos, under four master purchase contracts entered into between TSL and Hailong over the relevant period.

AADE's assessments are the result of a post-clearance audit conducted by the Piraeus Regional Customs Office. The assessments challenge both the tariff classification applied to certain units of the imported equipment and the customs value declared for the entirety of the imported goods. The combined financial exposure arising from the two Assessment Notices is significant and is detailed in Section I.D below.

C. Assessment Notices — Identification

The two Assessment Notices issued by AADE are identified as follows:

1. Assessment Notice No. 1 — Classification

• Reference: AADE/ADAN/2022/0073

• Date of Issue: August 12, 2022

• Issuing Authority: Piraeus Regional Customs Office, AADE

• Post-Clearance Audit File Reference: AADE/DTE/2022/PIR-04518

• Subject Matter: Reclassification of twenty (20) units of imported equipment — specifically, twelve (12) STS gantry cranes and eight (8) ASC systems — from Combined Nomenclature ("CN") code 8426 41 00, which carries a 0% Most Favoured Nation ("MFN") duty rate, to CN code 8428 90 90, which carries a 2.2% MFN duty rate

• Reclassified Equipment Value: €67,200,000 (aggregate declared CIF value of the 20 reclassified units)

• Additional Customs Duties Assessed: €1,478,400 (calculated as €67,200,000 × 2.2%)

AADE's reclassification analysis is based on its position that the STS gantry cranes and ASC systems, as configured and imported by TSL, do not fall within the scope of CN heading 8426, which covers "ship's derricks; cranes, including cable cranes; mobile lifting frames, straddle carriers and works trucks fitted with a crane," but rather within heading 8428, which covers "other lifting, handling, loading, or unloading machinery." AADE's position centres on the degree of automation and integration of the ASC systems and the specific operational configuration of the STS cranes, which AADE contends distinguishes them from conventional cranes within the meaning of heading 8426.

2. Assessment Notice No. 2 — Valuation

• Reference: AADE/ADAN/2022/0074

• Date of Issue: August 12, 2022

• Issuing Authority: Piraeus Regional Customs Office, AADE

• Post-Clearance Audit File Reference: AADE/DTE/2022/PIR-04518

• Subject Matter: Valuation adjustments totalling €9,940,000 to the customs value of the imported equipment

• Components of Valuation Adjustment:

(a) Technology License Fees — €4,900,000. AADE alleges that technology license fees of €4,900,000, calculated as 5% of the aggregate equipment purchase price, paid by TSL to Hailong under a Technology License Agreement dated January 10, 2019 (the "TLA"), constitute royalties or licence fees related to the imported goods and paid as a condition of sale. AADE asserts that these fees are dutiable additions to the transaction value under Article 71(1)(c) of the Union Customs Code (Regulation (EU) No. 952/2013, the "UCC").

(b) Procurement Coordination Fees — €2,940,000. AADE alleges that procurement coordination fees of €2,940,000, calculated as 3% of the aggregate equipment purchase price, paid by TSL to Nereus Maritime Advisory Limited ("Nereus"), a Cyprus-registered entity, do not qualify as deductible buying commissions but are instead selling commissions or procurement markups that should be included in the customs value under Article 71(1)(a)(i) of the UCC.

(c) Commissioning Services — €2,100,000. AADE alleges that commissioning services in the amount of €2,100,000, which formed part of the scope of Contract HHI-TSL-2021-004, should be added to the customs value of the base equipment under Article 71(1)(b) of the UCC on the basis that they represent a cost or charge that is part of the consideration for the goods and were not properly separated from the transaction value at the time of importation.

• Total Valuation Adjustment: €9,940,000

• Additional Customs Duties Assessed (Valuation): €218,680 (calculated as €9,940,000 × 2.2%)

D. Total Exposure

TSL's total financial exposure arising from the two Assessment Notices is summarised as follows:

TSL notes that the administrative penalty amount set out above reflects AADE's current assessment at the 30% rate applicable to cases of unintentional non-compliance under Article 77 of Commission Delegated Regulation (EU) 2015/2446 (the "UCC Delegated Act"). However, AADE has reserved the right to escalate the penalty rate. Should AADE reclassify the matter as one involving negligence, the penalty could increase to up to 100% of additional duties (i.e., €1,697,080). In the event that AADE were to invoke the Greek customs fraud provisions — which TSL considers unjustified on the facts — penalties could escalate to as much as 300% of additional duties, or approximately €5,091,240. Taking into account these potential penalty escalations and the continuing accrual and potential compounding of late payment interest, TSL's high-end exposure estimate is approximately €14.7 million.

E. Date TSL First Became Aware

TSL received the Assessment Notices on August 16, 2022, when they were delivered to TSL's registered office at 47 Akti Miaouli, 185 35 Piraeus, Greece. TSL promptly engaged counsel, initiated an internal review, and instructed C&H to prepare and submit this formal notice of claim. This notice of claim is being filed within the Policy's notification window, which requires notification to be made as soon as practicable and in any event within sixty (60) days of the Insured first becoming aware of the Tax or Regulatory Authority Claim, as set forth in Section 5.1 of the Policy. As of the date of this letter, approximately sixty (60) days have elapsed since TSL's receipt of the Assessment Notices, and this notice is therefore timely.

II. POLICY INFORMATION

A. Policy Details

The relevant details of the Policy are as follows:

B. Insuring Clause Coverage

The Policy provides coverage for "Loss, including Defense Costs and Assessed Amounts, incurred by the Insured arising from a Tax or Regulatory Authority Claim first made against the Insured during the Policy Period." The AADE Assessment Notices were issued on August 12, 2022, and received by TSL on August 16, 2022. Both of these dates fall squarely within the Policy Period of April 1, 2021 to March 31, 2023. Accordingly, the Tax or Regulatory Authority Claim was first made against TSL during the Policy Period, satisfying the temporal requirement for coverage.

The Assessment Notices constitute a "Tax or Regulatory Authority Claim" as defined in the Policy, being written notices or demands issued by a Tax or Regulatory Authority (here, AADE) alleging underpayment of customs duties. TSL is therefore entitled to coverage for Loss arising from this Claim, subject to the terms, conditions, sublimits, exclusions, and retention set forth in the Policy.

III. BACKGROUND OF THE DISPUTE

A. TSL's Business

TSL is a privately held Greek transportation and logistics company specializing in container shipping, port terminal operations, freight forwarding, and marine equipment services. Founded in 1987, TSL has grown to become one of the leading port terminal operators in the Eastern Mediterranean.

TSL operates a fleet of twenty-eight (28) container vessels and manages terminal operations at three Greek ports — Piraeus, Thessaloniki, and Volos — under long-term concession agreements with the respective port authorities. TSL's terminal operations handle approximately 2.3 million twenty-foot equivalent units ("TEUs") per annum across its three facilities. For the fiscal year ended December 31, 2021, TSL reported annual revenue of €387.2 million. TSL employs approximately 1,450 personnel across its operations in Greece, Cyprus, and Romania.

TSL's Chairman and Chief Executive Officer is Nikolaos Andreadis, and its Chief Financial Officer is Elena Papadimitriou. TSL is registered in Greece under General Electronic Commercial Registry (GEMI) number 123456789000 and holds EORI number GR094827361000.

B. Equipment Imports

Between March 2019 and January 2022, TSL imported forty-seven (47) units of specialized marine cargo-handling equipment from Hailong Heavy Industries Co., Ltd. ("Hailong"), a leading manufacturer of port machinery based in Ningbo, People's Republic of China. The equipment was procured for deployment at TSL's terminal operations at Piraeus, Thessaloniki, and Volos as part of a multi-year capital expenditure programme to modernize and expand TSL's cargo-handling capacity.

The imports were conducted under four master purchase contracts, the details of which are set out below:

All equipment was imported through the Port of Piraeus and cleared through the Piraeus Regional Customs Office. Customs entries were filed on behalf of TSL by its licensed customs broker, Peloros Customs Agency S.A. ("Peloros"), EORI number GR801234567000, under the supervision of Licensed Customs Broker Stavros Liapis, License No. GR-CB-1287. Peloros has acted as TSL's customs broker for port terminal equipment imports since 2015 and was engaged specifically for the Hailong procurement programme.

C. Classification Dispute Summary

TSL classified all forty-seven units of imported equipment — including the STS gantry cranes, RTG cranes, and ASC systems — under CN code 8426 41 00, which covers "other machinery, self-propelled" within heading 8426 ("Ship's derricks; cranes, including cable cranes; mobile lifting frames, straddle carriers and works trucks fitted with a crane"). The applicable MFN duty rate for this CN code is 0%.

AADE, following its post-clearance audit, contends that twenty (20) of the forty-seven units — specifically, the twelve (12) STS gantry cranes and the eight (8) ASC systems — should be reclassified under CN code 8428 90 90, which covers "other lifting, handling, loading or unloading machinery" falling under heading 8428. The applicable MFN duty rate for CN 8428 90 90 is 2.2%.

It is notable that the eighteen (18) RTG cranes are not subject to reclassification and remain undisputed under CN code 8426 41 00 at 0%. The combined declared CIF customs value of the twenty reclassified units is €67,200,000, giving rise to additional customs duties of €1,478,400 under Assessment Notice No. 1.

TSL strongly disputes AADE's reclassification. TSL's position, supported by its customs classification expert, is that the STS gantry cranes and ASC systems are properly classified under CN heading 8426 as cranes and crane-type lifting equipment, consistent with established World Customs Organization ("WCO") classification practice, the Harmonized System Explanatory Notes, and the EU's own published Binding Tariff Information rulings for analogous equipment.

D. Valuation Dispute Summary

AADE contends that three categories of payments, totalling €9,940,000, should be added to the declared customs value of the imported equipment. These three categories are summarised as follows:

(a) Technology License Fees (€4,900,000). TSL entered into a Technology License Agreement with Hailong on January 10, 2019, under which TSL obtained a non-exclusive licence to use certain proprietary control software and automation technology integrated into the STS cranes and ASC systems. The licence fees were calculated at 5% of the aggregate equipment purchase price. AADE alleges that these fees constitute royalties or licence fees related to the imported goods paid as a condition of the sale, and therefore form part of the customs value under Article 71(1)(c) of the UCC. TSL's position is that the TLA fees relate to post-importation use of the technology and are not a condition of sale for the goods themselves.

(b) Procurement Coordination Fees (€2,940,000). TSL engaged Nereus Maritime Advisory Limited, a Cyprus-registered entity, to provide procurement coordination and technical advisory services in connection with the Hailong equipment purchase. Nereus's fees were calculated at 3% of the aggregate equipment purchase price. AADE alleges that Nereus did not act as a buying agent on behalf of TSL but rather functioned as a selling agent or intermediary whose fees constitute a non-deductible component of the transaction value under Article 71(1)(a)(i) of the UCC. TSL's position is that Nereus acted exclusively as TSL's buying agent, that the procurement coordination fees are properly classified as buying commissions, and that they are accordingly deductible from the customs value under Article 72(a) of the UCC.

(c) Commissioning Services (€2,100,000). Contract HHI-TSL-2021-004 included, as part of a bundled scope, commissioning services for the installed equipment. AADE alleges that the commissioning services component of €2,100,000 should be added to the customs value of the base equipment under Article 71(1)(b) of the UCC, on the basis that these services form part of the consideration for the goods. TSL's position is that commissioning services constitute post-importation services that are properly excluded from the customs value under Article 72(b) of the UCC.

E. TSL's Position

TSL believes, based on the advice of its counsel and retained experts, that the Assessment Notices are incorrect on both classification and valuation grounds. TSL has strong substantive defences to both assessments and intends to vigorously contest them through all available administrative and, if necessary, judicial channels.

To that end, TSL has retained the following legal counsel and subject matter experts:

• Calderwood & Harkness LLP — International counsel (London/Brussels offices), responsible for overall strategic direction, EU customs law analysis, and coordination with the European Commission's Directorate-General for Taxation and Customs Union ("DG TAXUD") as appropriate.

• Vournas & Theodorakis Dikigiriko Grafeio — Greek local counsel, 22 Academias Street, 106 71 Athens, Greece. Managing Partner: Alexandros Vournas, Athens Bar Registration No. 18744. Responsible for conduct of administrative proceedings before AADE's Directorate of Resolution of Disputes ("DED") and, if necessary, appellate proceedings before the Greek Administrative Courts.

• Argonaut Trade Consulting GmbH — Independent customs classification expert, Berlin, Germany. Managing Director: Dr. Lukas Brenner. Retained to provide expert analysis on the classification of the STS gantry cranes and ASC systems under the Combined Nomenclature and to prepare expert reports for use in the administrative proceedings.

• Kestrel & Palladian LLP — Customs valuation advisor, Athens, Greece. Partner: Spyros Makris (Indirect Tax & Customs Valuation). Retained to advise on the valuation dispute and to prepare expert reports addressing the treatment of the technology license fees, procurement coordination fees, and commissioning services under the UCC.

TSL intends to file administrative objections before the DED challenging both Assessment Notices in their entirety. TSL also intends to submit a Binding Tariff Information ("BTI") application under Article 33 of the UCC in order to obtain a definitive classification ruling from the competent customs authority for future imports, which may also have evidentiary significance in the pending dispute. The administrative objection process and the BTI application are expected to be pursued concurrently.

IV. COVERAGE SOUGHT

A. Defense Costs

TSL seeks coverage for Defense Costs, as defined in the Policy, incurred in defending against the AADE Assessment Notices. Defense Costs for which coverage is sought include, but are not limited to, the following:

(a) Professional fees and expenses of Calderwood & Harkness LLP, in its capacity as international counsel to TSL in this matter;

(b) Professional fees and expenses of Vournas & Theodorakis Dikigiriko Grafeio, in its capacity as Greek local counsel to TSL;

(c) Professional fees and expenses of Argonaut Trade Consulting GmbH, in its capacity as customs classification expert retained by TSL;

(d) Professional fees and expenses of Kestrel & Palladian LLP, in its capacity as customs valuation advisor retained by TSL;

(e) Filing fees, court fees, and administrative charges associated with the DED objection proceedings, any BTI applications, and any subsequent appellate proceedings before the Greek Administrative Courts;

(f) Translation and interpretation costs, including certified translations of Greek-language administrative documents, expert reports, and correspondence;

(g) Travel expenses and other out-of-pocket expenses reasonably and necessarily incurred in connection with the defense of the Assessment Notices; and

(h) Any other costs and expenses that qualify as Defense Costs under the terms of the Policy.

TSL anticipates that Defense Costs will be substantial given the complexity of the classification and valuation issues presented, the volume of documentary and technical evidence involved, the multi-jurisdictional dimensions of the matter (encompassing Greek administrative law, EU customs law, and potential engagement with DG TAXUD), and the prospect of extended administrative and potentially judicial proceedings. TSL will maintain detailed records of all Defense Costs incurred and will provide invoices and supporting documentation to Oceanos in accordance with the Policy's claims procedures.

B. Assessed Amounts

TSL also seeks coverage for Assessed Amounts, as defined in the Policy, namely any customs duties, taxes, or assessments that TSL is ultimately legally obligated to pay as a result of the dispute with AADE. This includes, without limitation:

(a) Additional customs duties arising from the classification and valuation adjustments, to the extent finally assessed and payable;

(b) Import VAT adjustments, to the extent covered under the Policy's terms;

(d) Any other assessable amounts that fall within the definition of Loss or Assessed Amounts under the Policy.

TSL recognises that certain categories of Loss, such as penalties, may be subject to specific exclusions or limitations under the Policy, and TSL does not waive any rights by acknowledging such limitations. TSL will work cooperatively with Oceanos to identify and quantify all covered Assessed Amounts as the proceeding develops.

C. Anticipated Coverage Amount

Coverage under the Policy for this Claim is subject to the applicable sublimit for Customs & Excise Duty Disputes of €3,000,000 (per Policy Section 3.2(d)) and the retention/deductible of €250,000 (per Policy Section 3.3). Accordingly, the maximum net coverage available under the Policy for this Claim is €2,750,000 (being the €3,000,000 sublimit less the €250,000 retention).

TSL notes that its total exposure in this matter, as set out in Section I.D above, significantly exceeds the applicable Policy sublimit. The total mid-case estimated exposure of approximately €8.8 million, and the high-end exposure estimate of approximately €14.7 million, both far surpass the €3,000,000 sublimit. Coverage under the Policy therefore represents an important but partial source of recovery for TSL. TSL reserves the right to pursue all other available avenues of recovery, including but not limited to claims against its customs broker, claims under any other applicable insurance policies, and direct challenge of the AADE assessments.

V. REQUESTS

TSL respectfully makes the following requests of Oceanos Underwriters in connection with this claim:

1. Acknowledgment of Receipt. TSL requests that Oceanos Underwriters acknowledge receipt of this notice of claim in writing, directed to the undersigned at the address set forth in Section VII below, within ten (10) business days of receipt. TSL further requests that Aether Insurance Brokers confirm transmission of this notice to Oceanos and provide a copy of such confirmation to C&H.

2. Coverage Confirmation. TSL requests that Oceanos confirm in writing that coverage is available under Section 2.4 of the Policy for both Defense Costs and Assessed Amounts arising from the AADE Assessment Notices, subject to the Policy's applicable terms, conditions, sublimits, and retention. Should Oceanos wish to reserve its rights on any aspect of coverage, TSL requests that any reservation of rights letter be issued promptly and in detail, identifying the specific Policy provisions on which Oceanos relies.

3. Defense Cost Advancement. TSL requests that Oceanos begin advancing Defense Costs as incurred, as permitted under Section 5.3 of the Policy, promptly upon receipt of invoices and supporting documentation from TSL's counsel and retained experts. TSL will submit invoices and supporting documentation on a monthly basis, or at such other intervals as Oceanos may reasonably request. TSL notes that Defense Costs are already being incurred and will continue to accrue as the administrative proceedings progress.

4. Claims Handler Designation. TSL requests that Oceanos identify the claims handler or adjuster assigned to this matter and provide full contact details (including name, telephone number, and email address) for direct communication. TSL wishes to establish a constructive and cooperative dialogue with the assigned claims handler at the earliest opportunity to facilitate efficient processing of this claim.

VI. RESERVATION OF RIGHTS

TSL expressly reserves all of its rights under the Policy, at law, and in equity, including without limitation:

(a) The right to supplement, amend, or update this notice of claim as the dispute with AADE develops, including to provide additional facts, documents, or information that may become available during the course of the administrative proceedings;

(b) The right to seek coverage for additional categories of Loss that may become apparent as the proceedings progress, including but not limited to any additional penalties, interest, or assessments that may be imposed by AADE or any other Tax or Regulatory Authority;

(c) The right to seek coverage under any other applicable provisions of the Policy, including any provisions not specifically referenced in this notice, if circumstances warrant;

(d) The right to challenge any denial of coverage or any limitation on the scope of coverage asserted by Oceanos; and

(e) All other rights, claims, and remedies available to TSL under the Policy, at law, and in equity, none of which are waived by the submission of this notice of claim or by any statement contained herein.

Nothing in this letter shall be construed as an admission of liability, a limitation of TSL's rights, or a waiver of any defense, claim, or right that TSL may have under the Policy or otherwise.

VII. CONTACT INFORMATION

All communications regarding this claim should be directed to:

James Prentice Partner Calderwood & Harkness LLP 25 Finsbury Square London EC2A 1DU United Kingdom Tel: +44 (0)20 7946 0215

Email: james.prentice@calderwoodharkness.com

With a copy to:

Elena Papadimitriou Chief Financial Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece Tel: +30 210 429 8700

Email: e.papadimitriou@thalassasl.gr

TSL requests that all material correspondence from Oceanos and Aether relating to this claim be directed to both of the above contacts simultaneously.

VIII. SUPPORTING DOCUMENTATION

TSL advises that the following documents are available upon request and will be provided to Oceanos as part of the claims process. TSL is prepared to furnish these documents promptly upon receipt of a request from Oceanos or its appointed claims handler:

(a) Copies of AADE Additional Duty Assessment Notice No. AADE/ADAN/2022/0073 (Classification) and AADE Additional Duty Assessment Notice No. AADE/ADAN/2022/0074 (Valuation), together with all schedules, appendices, and annexures thereto;

(b) Copy of AADE's post-clearance audit report and associated working papers (file reference: AADE/DTE/2022/PIR-04518), to the extent in TSL's possession;

(c) Copy of Financial Lines Policy No. OCU-FIN-2021-GR-0487, including all endorsements, schedules, and declarations pages;

(d) Engagement letters and retainer agreements for C&H, Vournas & Theodorakis, Argonaut Trade Consulting, and Kestrel & Palladian, to the extent required by Oceanos for the purpose of verifying and processing Defense Cost invoices; and

(e) Such other documents as Oceanos may reasonably request in connection with its review and assessment of this claim.

TSL will cooperate fully with Oceanos's reasonable document requests and information requirements throughout the claims process. TSL notes that certain documents may contain commercially sensitive or privileged information, and TSL reserves the right to redact or withhold such information to the extent permitted by law, subject to any obligations under the Policy.

TSL looks forward to Oceanos's prompt acknowledgment of this notice of claim and to a cooperative and constructive relationship in the processing of this claim. TSL is confident that the Policy provides meaningful coverage for the Loss arising from the AADE assessments and trusts that Oceanos will handle this claim in good faith and in accordance with the terms of the Policy.

Thank you for your attention to this matter. Please do not hesitate to contact the undersigned should you have any questions or require any additional information at this stage.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

James Prentice Partner Calderwood & Harkness LLP (On behalf of Thalassa Shipping & Logistics SA)

cc:

Nikolaos Andreadis, Chairman & CEO, Thalassa Shipping & Logistics SA Elena Papadimitriou, CFO, Thalassa Shipping & Logistics SA

This letter and any attachments are confidential and may be subject to legal professional privilege. If you have received this letter in error, please notify the sender immediately and delete all copies.

Category	Amount (€)
Additional customs duties — Classification (Assessment Notice No. 1)	1,478,400
Additional customs duties — Valuation (Assessment Notice No. 2)	218,680
Subtotal: Additional customs duties	1,697,080
Import VAT on duty differential (€1,478,400 × 24%)	354,816
Import VAT on increased customs value (€9,940,000 × 24%)	2,385,600
Subtotal: Import VAT adjustments	2,740,416
Administrative penalties (30% of additional duties — Article 77 UCC Delegated Act)	509,124
Late payment interest (estimated, at 0.73%/month from original entry dates through August 2022)	~3,872,000
Total AADE assessment (mid-case estimate)	~€8,818,620
Item	Detail
Named Insured	Thalassa Shipping & Logistics Société Anonyme (EORI: GR094827361000; AFM: 094827361; Registered Address: 47 Akti Miaouli, 185 35 Piraeus, Greece)
Carrier	Oceanos Underwriters Société Anonyme
Policy Number	OCU-FIN-2021-GR-0487
Policy Type	Financial Lines Policy
Policy Period	April 1, 2021 — March 31, 2023 (annual renewal)
Overall Policy Limit	€15,000,000
Applicable Sublimit	Customs & Excise Duty Disputes — €3,000,000 (per Policy Section 3.2(d))
Retention / Deductible	€250,000 (per Policy Section 3.3)
Applicable Insuring Clause	Section 2.4 — Tax/Regulatory Authority Disputes
Contract Reference	Date	Equipment Description	Quantity	Declared CIF Value (€)
HHI-TSL-2019-001	January 15, 2019	STS Gantry Cranes	12	38,400,000
HHI-TSL-2019-002	March 22, 2019	RTG Cranes	18	25,200,000
HHI-TSL-2020-003	June 10, 2020	ASC Systems	8	28,800,000
HHI-TSL-2021-004	February 28, 2021	Spare Parts, Software & Commissioning Services (bundled)	Various	5,600,000

Total

PRIVILEGED AND CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Barristers & Solicitors
25 Finsbury Square London EC2A 1DU United Kingdom
Tel: +44 (0)20 7946 0200 | Fax: +44 (0)20 7946 0201 www.calderwoodharkness.com
Additional Offices: 400 Lexington Avenue, New York, NY 10170, USA Avenue Louise 480, 1050 Brussels, Belgium
October 15, 2022
BY HAND AND ELECTRONIC MAIL
Ms. Fiona Hartwell Senior Account Executive Aether Insurance Brokers Limited 30 St Mary Axe London EC3A 8BF United Kingdom
For transmission to:
Oceanos Underwriters Société Anonyme 10 Kifissias Avenue 151 25 Marousi Athens, Greece Policy No.: OCU-FIN-2021-GR-0487
Re: Notice of Claim Under Financial Lines Policy — Thalassa Shipping & Logistics SA — Customs Classification and Valuation Dispute
Dear Ms. Hartwell:
Calderwood & Harkness LLP ("C&H") writes on behalf of its client, Thalassa Shipping & Logistics Société Anonyme ("TSL"), the Named Insured under Financial Lines Policy No. OCU-FIN-2021-GR-0487 issued by Oceanos Underwriters SA (the "Policy"). The purpose of this letter is to provide formal notice of a claim under Section 2.4 (Tax/Regulatory Authority Disputes) of the Policy in connection with a customs classification and valuation dispute between TSL and the Independent Authority for Public Revenue of the Hellenic Republic (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, "AADE"). TSL is represented by C&H in this matter, which has been assigned C&H Matter No. C&H-2022-ITS-04781. TSL respectfully requests that Aether Insurance Brokers Limited ("Aether") transmit this notice of claim to Oceanos Underwriters Société Anonyme ("Oceanos") promptly and without delay, so as to preserve TSL's rights under the Policy and ensure compliance with all applicable notification requirements.
The facts and circumstances giving rise to this claim are set out below. This letter constitutes a formal claim notification under the Policy and should be treated as such by both Aether and Oceanos.
I. NOTICE OF CLAIM
A. Formal Claim Notice Statement
Pursuant to Section 5.1 of the Policy (Claims Notification), TSL hereby gives formal notice of a Tax or Regulatory Authority Claim, as that term is defined in the Policy. TSL provides this notice as soon as practicable following its receipt of the relevant assessment notices from AADE, and in any event within the sixty-day notification window prescribed by Section 5.1 of the Policy. TSL requests that Oceanos treat this letter as the operative notice of claim for all purposes under the Policy.
B. Nature of Claim
AADE has issued two Additional Duty Assessment Notices to TSL, each dated August 12, 2022, alleging customs classification and valuation errors relating to forty-seven (47) units of specialized marine cargo-handling equipment imported by TSL from Hailong Heavy Industries Co., Ltd. ("Hailong"), a manufacturer based in Ningbo, People's Republic of China. The equipment in question comprises ship-to-shore ("STS") gantry cranes, rubber-tired gantry ("RTG") cranes, automated stacking crane ("ASC") systems, and related spare parts, software, and commissioning services. These imports were made between March 2019 and January 2022 for use at TSL's terminal operations at the ports of Piraeus, Thessaloniki, and Volos, under four master purchase contracts entered into between TSL and Hailong over the relevant period.
AADE's assessments are the result of a post-clearance audit conducted by the Piraeus Regional Customs Office. The assessments challenge both the tariff classification applied to certain units of the imported equipment and the customs value declared for the entirety of the imported goods. The combined financial exposure arising from the two Assessment Notices is significant and is detailed in Section I.D below.
C. Assessment Notices — Identification
The two Assessment Notices issued by AADE are identified as follows:
1. Assessment Notice No. 1 — Classification
• Reference: AADE/ADAN/2022/0073
• Date of Issue: August 12, 2022
• Issuing Authority: Piraeus Regional Customs Office, AADE
• Post-Clearance Audit File Reference: AADE/DTE/2022/PIR-04518
• Subject Matter: Reclassification of twenty (20) units of imported equipment — specifically, twelve (12) STS gantry cranes and eight (8) ASC systems — from Combined Nomenclature ("CN") code 8426 41 00, which carries a 0% Most Favoured Nation ("MFN") duty rate, to CN code 8428 90 90, which carries a 2.2% MFN duty rate
• Reclassified Equipment Value: €67,200,000 (aggregate declared CIF value of the 20 reclassified units)
• Additional Customs Duties Assessed: €1,478,400 (calculated as €67,200,000 × 2.2%)
AADE's reclassification analysis is based on its position that the STS gantry cranes and ASC systems, as configured and imported by TSL, do not fall within the scope of CN heading 8426, which covers "ship's derricks; cranes, including cable cranes; mobile lifting frames, straddle carriers and works trucks fitted with a crane," but rather within heading 8428, which covers "other lifting, handling, loading, or unloading machinery." AADE's position centres on the degree of automation and integration of the ASC systems and the specific operational configuration of the STS cranes, which AADE contends distinguishes them from conventional cranes within the meaning of heading 8426.
2. Assessment Notice No. 2 — Valuation
• Reference: AADE/ADAN/2022/0074
• Date of Issue: August 12, 2022
• Issuing Authority: Piraeus Regional Customs Office, AADE
• Post-Clearance Audit File Reference: AADE/DTE/2022/PIR-04518
• Subject Matter: Valuation adjustments totalling €9,940,000 to the customs value of the imported equipment
• Components of Valuation Adjustment:
(a) Technology License Fees — €4,900,000. AADE alleges that technology license fees of €4,900,000, calculated as 5% of the aggregate equipment purchase price, paid by TSL to Hailong under a Technology License Agreement dated January 10, 2019 (the "TLA"), constitute royalties or licence fees related to the imported goods and paid as a condition of sale. AADE asserts that these fees are dutiable additions to the transaction value under Article 71(1)(c) of the Union Customs Code (Regulation (EU) No. 952/2013, the "UCC").
(b) Procurement Coordination Fees — €2,940,000. AADE alleges that procurement coordination fees of €2,940,000, calculated as 3% of the aggregate equipment purchase price, paid by TSL to Nereus Maritime Advisory Limited ("Nereus"), a Cyprus-registered entity, do not qualify as deductible buying commissions but are instead selling commissions or procurement markups that should be included in the customs value under Article 71(1)(a)(i) of the UCC.
(c) Commissioning Services — €2,100,000. AADE alleges that commissioning services in the amount of €2,100,000, which formed part of the scope of Contract HHI-TSL-2021-004, should be added to the customs value of the base equipment under Article 71(1)(b) of the UCC on the basis that they represent a cost or charge that is part of the consideration for the goods and were not properly separated from the transaction value at the time of importation.
• Total Valuation Adjustment: €9,940,000
• Additional Customs Duties Assessed (Valuation): €218,680 (calculated as €9,940,000 × 2.2%)
D. Total Exposure
TSL's total financial exposure arising from the two Assessment Notices is summarised as follows:
TSL notes that the administrative penalty amount set out above reflects AADE's current assessment at the 30% rate applicable to cases of unintentional non-compliance under Article 77 of Commission Delegated Regulation (EU) 2015/2446 (the "UCC Delegated Act"). However, AADE has reserved the right to escalate the penalty rate. Should AADE reclassify the matter as one involving negligence, the penalty could increase to up to 100% of additional duties (i.e., €1,697,080). In the event that AADE were to invoke the Greek customs fraud provisions — which TSL considers unjustified on the facts — penalties could escalate to as much as 300% of additional duties, or approximately €5,091,240. Taking into account these potential penalty escalations and the continuing accrual and potential compounding of late payment interest, TSL's high-end exposure estimate is approximately €14.7 million.
E. Date TSL First Became Aware
TSL received the Assessment Notices on August 16, 2022, when they were delivered to TSL's registered office at 47 Akti Miaouli, 185 35 Piraeus, Greece. TSL promptly engaged counsel, initiated an internal review, and instructed C&H to prepare and submit this formal notice of claim. This notice of claim is being filed within the Policy's notification window, which requires notification to be made as soon as practicable and in any event within sixty (60) days of the Insured first becoming aware of the Tax or Regulatory Authority Claim, as set forth in Section 5.1 of the Policy. As of the date of this letter, approximately sixty (60) days have elapsed since TSL's receipt of the Assessment Notices, and this notice is therefore timely.
II. POLICY INFORMATION
A. Policy Details
The relevant details of the Policy are as follows:
B. Insuring Clause Coverage
The Policy provides coverage for "Loss, including Defense Costs and Assessed Amounts, incurred by the Insured arising from a Tax or Regulatory Authority Claim first made against the Insured during the Policy Period." The AADE Assessment Notices were issued on August 12, 2022, and received by TSL on August 16, 2022. Both of these dates fall squarely within the Policy Period of April 1, 2021 to March 31, 2023. Accordingly, the Tax or Regulatory Authority Claim was first made against TSL during the Policy Period, satisfying the temporal requirement for coverage.
The Assessment Notices constitute a "Tax or Regulatory Authority Claim" as defined in the Policy, being written notices or demands issued by a Tax or Regulatory Authority (here, AADE) alleging underpayment of customs duties. TSL is therefore entitled to coverage for Loss arising from this Claim, subject to the terms, conditions, sublimits, exclusions, and retention set forth in the Policy.
III. BACKGROUND OF THE DISPUTE
A. TSL's Business
TSL is a privately held Greek transportation and logistics company specializing in container shipping, port terminal operations, freight forwarding, and marine equipment services. Founded in 1987, TSL has grown to become one of the leading port terminal operators in the Eastern Mediterranean.
TSL operates a fleet of twenty-eight (28) container vessels and manages terminal operations at three Greek ports — Piraeus, Thessaloniki, and Volos — under long-term concession agreements with the respective port authorities. TSL's terminal operations handle approximately 2.3 million twenty-foot equivalent units ("TEUs") per annum across its three facilities. For the fiscal year ended December 31, 2021, TSL reported annual revenue of €387.2 million. TSL employs approximately 1,450 personnel across its operations in Greece, Cyprus, and Romania.
TSL's Chairman and Chief Executive Officer is Nikolaos Andreadis, and its Chief Financial Officer is Elena Papadimitriou. TSL is registered in Greece under General Electronic Commercial Registry (GEMI) number 123456789000 and holds EORI number GR094827361000.
B. Equipment Imports
Between March 2019 and January 2022, TSL imported forty-seven (47) units of specialized marine cargo-handling equipment from Hailong Heavy Industries Co., Ltd. ("Hailong"), a leading manufacturer of port machinery based in Ningbo, People's Republic of China. The equipment was procured for deployment at TSL's terminal operations at Piraeus, Thessaloniki, and Volos as part of a multi-year capital expenditure programme to modernize and expand TSL's cargo-handling capacity.
The imports were conducted under four master purchase contracts, the details of which are set out below:
All equipment was imported through the Port of Piraeus and cleared through the Piraeus Regional Customs Office. Customs entries were filed on behalf of TSL by its licensed customs broker, Peloros Customs Agency S.A. ("Peloros"), EORI number GR801234567000, under the supervision of Licensed Customs Broker Stavros Liapis, License No. GR-CB-1287. Peloros has acted as TSL's customs broker for port terminal equipment imports since 2015 and was engaged specifically for the Hailong procurement programme.
C. Classification Dispute Summary
TSL classified all forty-seven units of imported equipment — including the STS gantry cranes, RTG cranes, and ASC systems — under CN code 8426 41 00, which covers "other machinery, self-propelled" within heading 8426 ("Ship's derricks; cranes, including cable cranes; mobile lifting frames, straddle carriers and works trucks fitted with a crane"). The applicable MFN duty rate for this CN code is 0%.
AADE, following its post-clearance audit, contends that twenty (20) of the forty-seven units — specifically, the twelve (12) STS gantry cranes and the eight (8) ASC systems — should be reclassified under CN code 8428 90 90, which covers "other lifting, handling, loading or unloading machinery" falling under heading 8428. The applicable MFN duty rate for CN 8428 90 90 is 2.2%.
It is notable that the eighteen (18) RTG cranes are not subject to reclassification and remain undisputed under CN code 8426 41 00 at 0%. The combined declared CIF customs value of the twenty reclassified units is €67,200,000, giving rise to additional customs duties of €1,478,400 under Assessment Notice No. 1.
TSL strongly disputes AADE's reclassification. TSL's position, supported by its customs classification expert, is that the STS gantry cranes and ASC systems are properly classified under CN heading 8426 as cranes and crane-type lifting equipment, consistent with established World Customs Organization ("WCO") classification practice, the Harmonized System Explanatory Notes, and the EU's own published Binding Tariff Information rulings for analogous equipment.
D. Valuation Dispute Summary
AADE contends that three categories of payments, totalling €9,940,000, should be added to the declared customs value of the imported equipment. These three categories are summarised as follows:
(a) Technology License Fees (€4,900,000). TSL entered into a Technology License Agreement with Hailong on January 10, 2019, under which TSL obtained a non-exclusive licence to use certain proprietary control software and automation technology integrated into the STS cranes and ASC systems. The licence fees were calculated at 5% of the aggregate equipment purchase price. AADE alleges that these fees constitute royalties or licence fees related to the imported goods paid as a condition of the sale, and therefore form part of the customs value under Article 71(1)(c) of the UCC. TSL's position is that the TLA fees relate to post-importation use of the technology and are not a condition of sale for the goods themselves.
(b) Procurement Coordination Fees (€2,940,000). TSL engaged Nereus Maritime Advisory Limited, a Cyprus-registered entity, to provide procurement coordination and technical advisory services in connection with the Hailong equipment purchase. Nereus's fees were calculated at 3% of the aggregate equipment purchase price. AADE alleges that Nereus did not act as a buying agent on behalf of TSL but rather functioned as a selling agent or intermediary whose fees constitute a non-deductible component of the transaction value under Article 71(1)(a)(i) of the UCC. TSL's position is that Nereus acted exclusively as TSL's buying agent, that the procurement coordination fees are properly classified as buying commissions, and that they are accordingly deductible from the customs value under Article 72(a) of the UCC.
(c) Commissioning Services (€2,100,000). Contract HHI-TSL-2021-004 included, as part of a bundled scope, commissioning services for the installed equipment. AADE alleges that the commissioning services component of €2,100,000 should be added to the customs value of the base equipment under Article 71(1)(b) of the UCC, on the basis that these services form part of the consideration for the goods. TSL's position is that commissioning services constitute post-importation services that are properly excluded from the customs value under Article 72(b) of the UCC.
E. TSL's Position
TSL believes, based on the advice of its counsel and retained experts, that the Assessment Notices are incorrect on both classification and valuation grounds. TSL has strong substantive defences to both assessments and intends to vigorously contest them through all available administrative and, if necessary, judicial channels.
To that end, TSL has retained the following legal counsel and subject matter experts:
• Calderwood & Harkness LLP — International counsel (London/Brussels offices), responsible for overall strategic direction, EU customs law analysis, and coordination with the European Commission's Directorate-General for Taxation and Customs Union ("DG TAXUD") as appropriate.
• Vournas & Theodorakis Dikigiriko Grafeio — Greek local counsel, 22 Academias Street, 106 71 Athens, Greece. Managing Partner: Alexandros Vournas, Athens Bar Registration No. 18744. Responsible for conduct of administrative proceedings before AADE's Directorate of Resolution of Disputes ("DED") and, if necessary, appellate proceedings before the Greek Administrative Courts.
• Argonaut Trade Consulting GmbH — Independent customs classification expert, Berlin, Germany. Managing Director: Dr. Lukas Brenner. Retained to provide expert analysis on the classification of the STS gantry cranes and ASC systems under the Combined Nomenclature and to prepare expert reports for use in the administrative proceedings.
• Kestrel & Palladian LLP — Customs valuation advisor, Athens, Greece. Partner: Spyros Makris (Indirect Tax & Customs Valuation). Retained to advise on the valuation dispute and to prepare expert reports addressing the treatment of the technology license fees, procurement coordination fees, and commissioning services under the UCC.
TSL intends to file administrative objections before the DED challenging both Assessment Notices in their entirety. TSL also intends to submit a Binding Tariff Information ("BTI") application under Article 33 of the UCC in order to obtain a definitive classification ruling from the competent customs authority for future imports, which may also have evidentiary significance in the pending dispute. The administrative objection process and the BTI application are expected to be pursued concurrently.
IV. COVERAGE SOUGHT
A. Defense Costs
TSL seeks coverage for Defense Costs, as defined in the Policy, incurred in defending against the AADE Assessment Notices. Defense Costs for which coverage is sought include, but are not limited to, the following:
(a) Professional fees and expenses of Calderwood & Harkness LLP, in its capacity as international counsel to TSL in this matter;
(b) Professional fees and expenses of Vournas & Theodorakis Dikigiriko Grafeio, in its capacity as Greek local counsel to TSL;
(c) Professional fees and expenses of Argonaut Trade Consulting GmbH, in its capacity as customs classification expert retained by TSL;
(d) Professional fees and expenses of Kestrel & Palladian LLP, in its capacity as customs valuation advisor retained by TSL;
(e) Filing fees, court fees, and administrative charges associated with the DED objection proceedings, any BTI applications, and any subsequent appellate proceedings before the Greek Administrative Courts;
(f) Translation and interpretation costs, including certified translations of Greek-language administrative documents, expert reports, and correspondence;
(g) Travel expenses and other out-of-pocket expenses reasonably and necessarily incurred in connection with the defense of the Assessment Notices; and
(h) Any other costs and expenses that qualify as Defense Costs under the terms of the Policy.
TSL anticipates that Defense Costs will be substantial given the complexity of the classification and valuation issues presented, the volume of documentary and technical evidence involved, the multi-jurisdictional dimensions of the matter (encompassing Greek administrative law, EU customs law, and potential engagement with DG TAXUD), and the prospect of extended administrative and potentially judicial proceedings. TSL will maintain detailed records of all Defense Costs incurred and will provide invoices and supporting documentation to Oceanos in accordance with the Policy's claims procedures.
B. Assessed Amounts
TSL also seeks coverage for Assessed Amounts, as defined in the Policy, namely any customs duties, taxes, or assessments that TSL is ultimately legally obligated to pay as a result of the dispute with AADE. This includes, without limitation:
(a) Additional customs duties arising from the classification and valuation adjustments, to the extent finally assessed and payable;
(b) Import VAT adjustments, to the extent covered under the Policy's terms;
(c) Administrative penalties, to the extent covered under the Policy's terms; and
(d) Any other assessable amounts that fall within the definition of Loss or Assessed Amounts under the Policy.
TSL recognises that certain categories of Loss, such as penalties, may be subject to specific exclusions or limitations under the Policy, and TSL does not waive any rights by acknowledging such limitations. TSL will work cooperatively with Oceanos to identify and quantify all covered Assessed Amounts as the proceeding develops.
C. Anticipated Coverage Amount
Coverage under the Policy for this Claim is subject to the applicable sublimit for Customs & Excise Duty Disputes of €3,000,000 (per Policy Section 3.2(d)) and the retention/deductible of €250,000 (per Policy Section 3.3). Accordingly, the maximum net coverage available under the Policy for this Claim is €2,750,000 (being the €3,000,000 sublimit less the €250,000 retention).
TSL notes that its total exposure in this matter, as set out in Section I.D above, significantly exceeds the applicable Policy sublimit. The total mid-case estimated exposure of approximately €8.8 million, and the high-end exposure estimate of approximately €14.7 million, both far surpass the €3,000,000 sublimit. Coverage under the Policy therefore represents an important but partial source of recovery for TSL. TSL reserves the right to pursue all other available avenues of recovery, including but not limited to claims against its customs broker, claims under any other applicable insurance policies, and direct challenge of the AADE assessments.
V. REQUESTS
TSL respectfully makes the following requests of Oceanos Underwriters in connection with this claim:
1. Acknowledgment of Receipt. TSL requests that Oceanos Underwriters acknowledge receipt of this notice of claim in writing, directed to the undersigned at the address set forth in Section VII below, within ten (10) business days of receipt. TSL further requests that Aether Insurance Brokers confirm transmission of this notice to Oceanos and provide a copy of such confirmation to C&H.
2. Coverage Confirmation. TSL requests that Oceanos confirm in writing that coverage is available under Section 2.4 of the Policy for both Defense Costs and Assessed Amounts arising from the AADE Assessment Notices, subject to the Policy's applicable terms, conditions, sublimits, and retention. Should Oceanos wish to reserve its rights on any aspect of coverage, TSL requests that any reservation of rights letter be issued promptly and in detail, identifying the specific Policy provisions on which Oceanos relies.
3. Defense Cost Advancement. TSL requests that Oceanos begin advancing Defense Costs as incurred, as permitted under Section 5.3 of the Policy, promptly upon receipt of invoices and supporting documentation from TSL's counsel and retained experts. TSL will submit invoices and supporting documentation on a monthly basis, or at such other intervals as Oceanos may reasonably request. TSL notes that Defense Costs are already being incurred and will continue to accrue as the administrative proceedings progress.
4. Claims Handler Designation. TSL requests that Oceanos identify the claims handler or adjuster assigned to this matter and provide full contact details (including name, telephone number, and email address) for direct communication. TSL wishes to establish a constructive and cooperative dialogue with the assigned claims handler at the earliest opportunity to facilitate efficient processing of this claim.
VI. RESERVATION OF RIGHTS
TSL expressly reserves all of its rights under the Policy, at law, and in equity, including without limitation:
(a) The right to supplement, amend, or update this notice of claim as the dispute with AADE develops, including to provide additional facts, documents, or information that may become available during the course of the administrative proceedings;
(b) The right to seek coverage for additional categories of Loss that may become apparent as the proceedings progress, including but not limited to any additional penalties, interest, or assessments that may be imposed by AADE or any other Tax or Regulatory Authority;
(c) The right to seek coverage under any other applicable provisions of the Policy, including any provisions not specifically referenced in this notice, if circumstances warrant;
(d) The right to challenge any denial of coverage or any limitation on the scope of coverage asserted by Oceanos; and
(e) All other rights, claims, and remedies available to TSL under the Policy, at law, and in equity, none of which are waived by the submission of this notice of claim or by any statement contained herein.
Nothing in this letter shall be construed as an admission of liability, a limitation of TSL's rights, or a waiver of any defense, claim, or right that TSL may have under the Policy or otherwise.
VII. CONTACT INFORMATION
All communications regarding this claim should be directed to:
James Prentice Partner Calderwood & Harkness LLP 25 Finsbury Square London EC2A 1DU United Kingdom Tel: +44 (0)20 7946 0215
Email: james.prentice@calderwoodharkness.com
With a copy to:
Elena Papadimitriou Chief Financial Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece Tel: +30 210 429 8700
Email: e.papadimitriou@thalassasl.gr
TSL requests that all material correspondence from Oceanos and Aether relating to this claim be directed to both of the above contacts simultaneously.
VIII. SUPPORTING DOCUMENTATION
TSL advises that the following documents are available upon request and will be provided to Oceanos as part of the claims process. TSL is prepared to furnish these documents promptly upon receipt of a request from Oceanos or its appointed claims handler:
(a) Copies of AADE Additional Duty Assessment Notice No. AADE/ADAN/2022/0073 (Classification) and AADE Additional Duty Assessment Notice No. AADE/ADAN/2022/0074 (Valuation), together with all schedules, appendices, and annexures thereto;
(b) Copy of AADE's post-clearance audit report and associated working papers (file reference: AADE/DTE/2022/PIR-04518), to the extent in TSL's possession;
(c) Copy of Financial Lines Policy No. OCU-FIN-2021-GR-0487, including all endorsements, schedules, and declarations pages;
(d) Engagement letters and retainer agreements for C&H, Vournas & Theodorakis, Argonaut Trade Consulting, and Kestrel & Palladian, to the extent required by Oceanos for the purpose of verifying and processing Defense Cost invoices; and
(e) Such other documents as Oceanos may reasonably request in connection with its review and assessment of this claim.
TSL will cooperate fully with Oceanos's reasonable document requests and information requirements throughout the claims process. TSL notes that certain documents may contain commercially sensitive or privileged information, and TSL reserves the right to redact or withhold such information to the extent permitted by law, subject to any obligations under the Policy.
TSL looks forward to Oceanos's prompt acknowledgment of this notice of claim and to a cooperative and constructive relationship in the processing of this claim. TSL is confident that the Policy provides meaningful coverage for the Loss arising from the AADE assessments and trusts that Oceanos will handle this claim in good faith and in accordance with the terms of the Policy.
Thank you for your attention to this matter. Please do not hesitate to contact the undersigned should you have any questions or require any additional information at this stage.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice Partner Calderwood & Harkness LLP (On behalf of Thalassa Shipping & Logistics SA)
cc:
Nikolaos Andreadis, Chairman & CEO, Thalassa Shipping & Logistics SA Elena Papadimitriou, CFO, Thalassa Shipping & Logistics SA
This letter and any attachments are confidential and may be subject to legal professional privilege. If you have received this letter in error, please notify the sender immediately and delete all copies.
Category | Amount (€)
Additional customs duties — Classification (Assessment Notice No. 1) | 1,478,400
Additional customs duties — Valuation (Assessment Notice No. 2) | 218,680
Subtotal: Additional customs duties | 1,697,080
Import VAT on duty differential (€1,478,400 × 24%) | 354,816
Import VAT on increased customs value (€9,940,000 × 24%) | 2,385,600
Subtotal: Import VAT adjustments | 2,740,416
Administrative penalties (30% of additional duties — Article 77 UCC Delegated Act) | 509,124
Late payment interest (estimated, at 0.73%/month from original entry dates through August 2022) | ~3,872,000
Total AADE assessment (mid-case estimate) | ~€8,818,620
Item | Detail
Named Insured | Thalassa Shipping & Logistics Société Anonyme (EORI: GR094827361000; AFM: 094827361; Registered Address: 47 Akti Miaouli, 185 35 Piraeus, Greece)
Carrier | Oceanos Underwriters Société Anonyme
Policy Number | OCU-FIN-2021-GR-0487
Policy Type | Financial Lines Policy
Policy Period | April 1, 2021 — March 31, 2023 (annual renewal)
Overall Policy Limit | €15,000,000
Applicable Sublimit | Customs & Excise Duty Disputes — €3,000,000 (per Policy Section 3.2(d))
Retention / Deductible | €250,000 (per Policy Section 3.3)
Applicable Insuring Clause | Section 2.4 — Tax/Regulatory Authority Disputes
Contract Reference | Date | Equipment Description | Quantity | Declared CIF Value (€)
HHI-TSL-2019-001 | January 15, 2019 | STS Gantry Cranes | 12 | 38,400,000
HHI-TSL-2019-002 | March 22, 2019 | RTG Cranes | 18 | 25,200,000
HHI-TSL-2020-003 | June 10, 2020 | ASC Systems | 8 | 28,800,000
HHI-TSL-2021-004 | February 28, 2021 | Spare Parts, Software & Commissioning Services (bundled) | Various | 5,600,000
Total | 47 units | 98,000,000