Rules & Regulations

Each dollar billed and paid on a completed contract represents one (1) V Point in the V Points rewards program ("Program"), which in turn allows you, the client, to receive future service packages free of charge, subject to the V Points Rules and Regulations ("Regulations") set out herein.

The Program is conducted by Verreault Navigation Inc. ("Verreault").

The V Points which a client has accumulated are valid during a period of three (3) years following the date of issue and can only be redeemed and used during that period of time.

There is no obligation on the part of the client, other than by adhering to the Program and by complying with all its Regulations, including without limiting the foregoing, to the three (3) year time limit on the use of V Points in order to take advantage of the savings.

The number of V Points you have accumulated can increase by fifteen percent (15%) in value if you book dry-dock time for the months of July and August.

This increase in V Points value will only apply as long as over seventy five percent (75%) of the work days in drydock take place during the months of July and August for any particular vessel.

If over twenty five percent (25%) of the work days on a particular vessel fall in either June or September, the fifteen percent (15%) increase in points does not apply.

You may choose services from the enclosed pre-determined list of packages (see pages 6-10). Only those services included in the enclosed list of packages can be furnished to you in exchange for V Points.

The V Points accumulated cannot be combined with any cash outlay in order to benefit from a service package. For example, if 750,000 V Points can be used for the redemption of a particular service package, one cannot combine 500,000 V Points and $250,000 in order to have access to that or any other package.

V Points can be carried over from vessel to vessel owned by the same company within the allotted time period of three (3) years, after which date the V Points are conclusively deemed to be null and void. V Points can thus be applied to different vessels under ownership of the same company. In case of contracts entered into with management, holdings or other companies that manage or service vessels owned by different owners, V Points can only be redeemed with respect to vessels owned by the same owner. V Points are not transferable from one company to another, unless the company that holds points is purchased by another company. In any event, V Points are otherwise to be held by the company receiving initial allotment, as determined by Verreault in its sole discretion, and cannot be assigned, traded or otherwise transferred, other than with the consent of Verreault, which can be withheld for any reason and in its exclusive discretion. Any assignment or transfer in violation of the Regulations may, in the exclusive discretion of Verreault, result in the cancellation of any or all V Points held by any company concerned.

V Points are not refunded on any services which are not consumed by a client from their chosen package(s). If by the completion of a contract the client has not consumed certain complimentary services, the V Points are considered null and void and are not redeemable upon future visits.

It is required that you determine with the project manager which package(s) you will be spending your accrued V Points on in advance of the dry-docking date of the vessel. The V Points used will be recorded in a database by the project manager for future reference, the work will be completed as per the terms of the contract and the invoice will reflect the reduced cost of services as effected by any V Points spent accordingly.

The shipyard will set aside a dry-docking date for you as long as the dry dock is reserved and confirmed at least six months prior to the expiration of your accumulated V Points (no later than two and a half (2.5) years after the issue of V Points). After which point there is no guarantee of dry-dock time and you may be subject to a loss of V Points.

If following a request for reservation within the initial two and a half (2.5) year period, the shipyard cannot accommodate you, and there is the possibility of a loss of V Points, you will be provided with a three (3) month extension period in which to use your V Points. If you cannot be accommodated within this extended time period, the V Points become null and void.

A client who reserves dry-dock time and then cancels without rescheduling a new time within the remaining allotted time is still subject to the expiration of V Points based on the original date of issue.

V Points will be issued until December 30, 2005 and, subject to the three (3) year limitation period and the Regulations, may be redeemable until December 31, 2008, after which date no V Points may be used.

In adhering to or otherwise using the V Points rewards Program, you agree to abide by the Program Regulations and you further acknowledge that Verreault, as well as any other company affiliated to Groupe Maritime Verreault, collectively and/or individually, assume no contractual or legal responsibility or liability to you, either as a prospective, current or past member (collectively referred to in the Regulations as "member"). In particular, but without limiting the generality of the foregoing, the accumulation of V Points does not entitle any of the members to any prospective, vested or acquired rights and, in accumulating V Points, members may not in any way rely upon the continued availability of any V Points, award or other benefit associated with the Program or individual V Points. Verreault specifically reserves the right to amend, alter, withdraw or terminate the V Points rewards Program (in whole or in part, including any individual accumulated V Points), any program, benefit or award or the Program Regulations either with or without notice. Any such changes may affect V Points that a member has already accumulated as well as any future accumulation of V Points. Any such changes are not subject to any discussions with, or any rights of action against, Verreault or Groupe Maritime Verreault. Although Verreault will strive to run the Program with due care and in good faith, the adherence and continued membership in, as well as the conduct, administration and termination or cancellation of the Program remains, as a privilege, within the exclusive discretion of Verreault at all times.

In particular, but without limiting the generality of the foregoing, you agree, as a condition of adherence, continued membership or ability to receive any benefits under the Program, to the application of the following additional Program elements that form part of the Regulations.

V Points have no monetary value whatsoever and cannot under any circumstances form the basis of any monetary claim or right of set off against Verreault or Groupe Maritime Verreault.

Verreault reserves the right to refuse to grant membership to the V Points rewards Program, in Verreault's exclusive discretion and for any reason it deems appropriate. Verreault is under no obligation to provide any reasons for refusal, or any other form of justification.

Verreault and Group Maritime Verreault assumes no liability to members whatsoever with respect to V Points or its Program and Regulations, including without limiting the generality of the foregoing, liability by reason of the termination or cancellation of, or the amendment to, the V Points rewards Program (including the Regulations and individual V Points) in whole or in part, with or without notice and, in particular, by reason of cancellation of the V Points Program, its Regulations or individual V Points due to Force Majeure or, for example, strikes, unavailability of dry-docking facilities or space or for any cause beyond the control of Verreault or Group Maritime Verreault.

V Points rewards Program membership, including individual V Points, is a privilege which can be terminated, revoked or cancelled by Verreault at its exclusive discretion, for any reason, at any time, without any notice, reasons or justification and without any compensation or set off of any kind, including, without limiting the generality of the foregoing, for any reasons due to the abuse by the member of any of the terms and conditions of the Regulations or any other actions, conditions or reasons, whether or not related to any member, deemed by Verreault, acting in its exclusive discretion, to be deleterious to Verreault or Group Maritime Verreault or the V Points rewards Program.

Verreault shall be under no obligation to continue or renew the Program or to provide any notice, reason or justification of termination or non-renewal.

Each member shall be responsible for advising Verreault of any change in address or other coordinates to allow communication with the member ("Coordinates"). Verreault or Group Maritime Verreault shall not be responsible for misdirected communications or communications not received, or any consequences thereof, related to, but not limiting to, the failure to provide adequate Coordinates or changes thereof.

Membership to the V Points reward program terminates upon bankruptcy, dissolution or liquidation of the member concerned. All outstanding V Points become automatically null and void.

Verreault will be the final authority as to the interpretation of these Regulations as well as the administration of the Program.

The V Points reward program shall be governed by the laws of the province of Quebec and the laws of Canada applicable therein ("Governing Law").

All disputes arising out of or in connection with or regarding or related to the V Points rewards Program, its Regulations and all related documents (herein after: "V Program"), including in particular but without limiting the generality of the foregoing, concerning the formation, existence, validity, effects, interpretation, implementation, violation, resolution or annulment of the V Program or which arise in the course of or following the performance of the V Program, or in any way arising out of participation in the V Program or V Points accumulated or rewards claimed or received, shall be finally and definitively resolved and settled under the auspices of the Canadian Commercial Arbitration Centre ("Centre"), by means of arbitration to the exclusion of courts of law. The number of arbitrators shall be one (1). The seat of arbitration shall be in Montreal, Quebec, Canada. The language of the arbitral proceedings shall be French. Prior to the commencement of arbitration, the Parties shall attempt to resolve any dispute by amicable negotiation which shall be commenced by the giving of written notice by one party to the other. If a dispute cannot be settled within ninety (90) days from the giving of notice, a request for arbitration may then be submitted to the Centre. The parties agree that in order to commence an arbitration, the claiming party must demonstrate that it has sufficient assets in the province of Quebec to meet the full costs of arbitration, including the fees and expenses of the arbitrator and the legal fees and expenses and other costs of the opposing party. In this regard, the Parties agree that as part of his jurisdiction to award interim measures which, any contrary provision notwithstanding, is hereby expressly granted, the arbitrator shall have the specific jurisdiction to award the costs referred to in this clause and shall do so in the event the parties are unable to agree on the appropriate amount between themselves. The foregoing constitutes an arbitration agreement ("Arbitration Agreement") that is subject to the Governing Law and which survives the termination of the V Program or any V Points. All parties implicated, directly or indirectly, in or with the Program agree that the V Program and the Arbitration Agreement, including the Centre's applicable arbitration rules, are binding on them, are valid, enforceable and irrevocable.

There is both a French and an English version of the V Program. For the English version, Verreault and its members expressly consent to have the V Program drafted in the English language. In case of divergence between the English and French version of the V Program, the French version shall prevail.