Terms & Conditions

1. Definitions

In these terms and conditions the following definitions apply

“Agreement”

The contract pursuant to which the Broker agrees to provide the Services to the Client in accordance with these Terms, whether such contract is verbal and/or in writing including any contract which is contained in or evidenced by the terms of a separate contract between the Client and a third party.

“Broker”

The company of the Broker Group which shall have been requested to provide Services by the Client or the Principal or to which the Client or the Principal has responded in relation to the provision of Services and shall unless the context requires otherwise include all its officers, employees, and agents.

“Broker Group”

Steem1960 Shipbrokers AS, Oslo, Norway and its associated and subsidiary companies (including but not limited to Steem1960 Singapore Pte. Ltd. and Steem1960 Houston LLC)

“Client”

The party requesting the Broker’s services or responding to the Broker in relation to the provision of the Services. Where such party is acting as a Representative reference to Client will additionally include the Principal. The above definitions apply whether the defined words appear in the singular or plural form. A Client may be the Principal and vice versa

“Contract”

A contract or contracts including but not limited in any way for sale and purchase (including second-hand, new-building, recycling, and demolition), newbuilding/construction, charter/employment (including voyage, time, bareboat) and/or contracts of affreightment, demolition or towage of a Ship together with Negotiations to enter such contracts.

«Fee»

The remuneration payable to the Broker for the provision of the Services, whether by way of commissions, fees or as otherwise agreed.

“Market Reports”

Market reports, commentary, catalogues, circulares and literature.

“Negotiations”

Exchanges, whether verbal or in writing including electronic platforms, conducted by or with the Broker in relation to concluding a Contract, whether successful or not.

“Post Fixture Services”

Assistance and advice with communications relating to operational matters and claims or anything else arising from the performance of a Contract which are provided by or on behalf of the Broker.

“Principal”

A party to a Contract or Negotiations including the owner, seller, buyer, builder or charterer of a Ship and any party guaranteeing the obligations of such a party. A Principal may be the Client and vice versa.

“Representative”

A person A person or company, including but not limited to a ship manager, charterer, shipbroker or other agent, who is not a Principal but is involved in Negotiations or the conclusion of a Contract on behalf of a Principal.

”Parties”

The Client and the Broker ((each, a “Party”) Principal/s.

“Sanctions”

Any and all sanctions imposed by the United Nations, the European Union, the United Kingdom, the United States of America and any other relevant national government or competent authority thereof.

“Services”

The Services referred to in clause 2 of these terms and conditions.

“Ship”

Any type of ship, other vessel, platform, floating object or structure and/or equipment used or intended to be used for any purpose on, in or over water including but not in any way whatsoever limited to oceangoing vessels, rigs, jack ups, submersibles, and barges.

2. Services covered by these terms

2.1 The Broker provides Services to the Client when engaged to do so by the Client whether in response to a request from the Client or to an offer by the Broker to the Client. The Broker will act as a broker in relation to Negotiations or Contracts. The role of the Broker is to introduce Clients and/or Principals to each other whereafter the Broker will assist in negotiations and conclusion of Contracts between the Parties as well as providing such Post Fixture Services as may be agreed with or provided by the Broker.

2.2 Unless specifically agreed in writing the Broker will act solely as an intermediary in relation to Contracts and will not enter any Contracts arising from the Services as a Principal. The Broker is not responsible for the performance or non-performance by any Party to any Contract concluded or arising out of the brokering Services provided.

2.3 It is the Client’s/Principal’s sole responsibility (a) to decide whether to enter a Contract with the proposed counterparty and if so on what terms; (b) to assess and assure itself of the validity, binding nature and enforceability of a Contract or any relevant security; (c) to seek or obtain the security it consider necessary in connection to the Contract and (d) to decide the status or the standing(?) creditworthiness, ability to perform and good faith of the proposed counterparty. The Broker shall have no responsibility for these matters.

2.4 Unless otherwise agreed the Services are provided on a Negotiation-by-Negotiation basis or a Contract- by- Contract basis.

2.5 The Broker may also agree to perform other tasks such as providing ship valuations and/or specific market research. Such tasks may be subject to specific provisions (such as the wording of a valuation certificate) in addition to these Terms. In the event of, and only to the extent of, a conflict between these Terms and the specific provisions the latter will prevail. Otherwise, these Terms, including those as to limitation of liability, will apply.

3. Obligations of the Broker

3.1 The Broker will perform the Services with the reasonable skill and care expected of a professional shipbroker.

3.2 In dealing with others the Broker will take care to stay within the authority given by the Client and exercise diligence to avoid misrepresentation.

3.3 During negotiations the Broker undertakes to pass on offers, counteroffers and other such communications accurately and in a timely manner.

3.4 When providing the Services, it is understood that the Broker may be dealing with Client/Representatives or other intermediaries rather than directly with a Principal. In such cases the Broker is dealing with such Client/Representatives or other intermediaries in good faith as to the authority they possess or states that they possess but the Broker does not give any warranty or guarantee or make any representation as to that authority or the existence or validity thereof.

3.5 If the Broker is acting directly for a Principal then the Broker warrants that the Broker has the authority of that Principal and where so acting for a Client, the Client hereby expressly authorizes the Broker to warrant that it has the authority of the Client as Principal.

3.6 If at any time the Broker provides information in respect of a Principal, including but not limited to information regarding corporate structures or financial standing, it is understood and agreed that in relation to the Broker such information is provided in good faith but without any guarantee or warrant. It is the sole obligation of the Client to satisfy themselves of any counterparty risk and decide whether to enter a Contract with the proposed counterparty and on what terms and where necessary, to verify by independent means the information so provided by the Broker.

3.7 Unless otherwise agreed in writing the Services are not provided on an exclusive basis and it is understood that the Broker may act as a shipbroker for or provide other services to other parties in relation to the same or other Contracts or Services. In the event the Broker is dealing directly with two or more Clients in relation to the same Contract the Broker’s duties will be to pass on offers, counteroffers and other such communications accurately and in a timely manner as authorized by each Client in turn.

4. Confidentiality

Where the Broker is given information stated by the Client/Principal to be on confidential or it is expressly agreed that the Negotiations and/or the Contract is confidential (in either case “Confidential Information”) the Broker will hold that Confidential Information in confidence and will not disclose it to any other party without prior permission from the disclosing Party. This obligation will not however extend to information which (i) was already or becomes known to the Broker through other sources not subject to such an obligation of confidentiality (ii) is or becomes known to the market generally other than as a result of a breach of this obligation or (iii) which the Broker is obliged to disclose pursuant to an order of a court or other such authority. In all cases such obligation of confidentiality shall be deemed to end one year after the end of performance of the Contract in question or in the absence of a concluded Contract one year from the end of the Negotiations.

5. Obligations of the Client

5.1 The Client will pay the Fee due to the Broker in a timely fashion and in accordance with Clauses 9 and 12 below.

5.2 If the Client is a Principal the Client warrants that it has full legal power to enter into the Contract brought about by the Services. If the Client is acting as a Representative the Client warrants that it has the Principal’s authority (i) to accept these terms and conditions on their behalf and (ii) to make all offers, counteroffers and representations made during negotiations and (iii) to agree a Contract on their behalf.

5.3 Where Services are provided the Client is deemed to have engaged the Broker in relation to any Contract that arises in connection with those Services whether or not it is concluded via the Broker.

5.4 The Client will provide the Broker with all information and instructions necessary for the performance of the Services. Where actions need to be taken by a certain time (such as reply times during negotiations) the Client will ensure that all necessary responses, information and instructions are provided by it to the Broker within working hours in the location the Broker is located and in good and sufficient time to permit the Broker to forward such responses, information or instructions and/or take such actions as may be required prior to the relevant time limit in the time zone in which the response, information, instruction or action (as relevant) is required to be received or undertaken.

5.5 In relation to Post Fixture Services, if the Broker has requested the Client to use specific e-mail addresses for operational messages or claims then the Client undertake to use those e-mail addresses. In the event that the Client does not receive a prompt acknowledgement of receipt of time sensitive messages or claims documentation from the Broker the Client undertake to contact the Broker to confirm receipt. The Broker will have no responsibility or liability for a failure to action a message or claims documentation unless it is sent timely to the correct address and expressly acknowledged by the Broker.

5.6 The Client will take care to avoid misrepresentations occurring in Negotiations. The Client will carefully review all messages sent or received and promptly advise the Broker of any errors or misrepresentations. The Broker is not responsible for the consequences of a failure by The Client to review messages.

5.7 The Client recognizes and expressly acknowledge that internet fraud and other fraud including but not limited to the unlawful interception, diversion and unauthorized amendment of legitimate email messages, attachments, payment instructions, remittance details and other instructions and information is a real danger and the Client warrant that the Client will implement and maintain appropriate anti-virus and computer system protection.

5.8 The Broker does not warrant the accuracy of any invoice, amended invoice, payment demand, bank account, other remittance details or any amended details that it sends or forwards to the Client in the context of the Services, Post Fixture Services or otherwise and it is the Client’s obligation to carry out appropriate checks and conduct all necessary due diligence to verify that such invoice, amended invoice, payment demand, bank account or other remittance details are accurate and contain the correct payment information. The Broker will have no liability for any failure by the Client to take the due diligence and verification steps required by this sub clause 5.8.

5.9 The Client will indemnify the Broker and the Broker Group and hold the Broker and the Broker Group harmless from and against all claims, loss, damage, costs (including legal costs), expenses and liabilities (including without limitation liability to third parties) of any kind whatsoever arising out of or in connection with (i) any breach by the Client of any of the Client’s obligations as set out in these Terms and Conditions,(ii) the Broker or any company within the Broker Group acting in consequence of the Client’s instructions, (iii) any duties, taxes, fines, penalties, or charges levied by any authority in relation to the Services and (iv) any liability assumed or incurred by the Broker or the Broker Group to any other party as a result of carrying out the Client’s instructions,

6. Market Reports

Any Markets Reports published by the Broker or the Broker Group, which may be provided to the Client either in connection with the Services or otherwise are provided for the general information and convenience only and without any statement, representation, or warranty as to their accuracy. Such market reports do not constitute advice, and nothing contained in such documents amounts to a recommendation to enter or not to enter a Contract. Nothing in the fact of their being provided or in their content constitutes an offer, solicitation, advice or å recommendation of any kind, including but not limited to, with respect to the Contract or for any other purposes whatsoever. The Client acknowledges, agrees and represents to the Broker and the Broker Group that it will not rely on the Market Reports in making any decision, financial or otherwise, and that any use by the Client of the Market Reports for any purpose shall be at Client’s sole risk. The Broker has no liability for the consequences of any person, including the Client, purporting to rely on such market reports.

7.  Sanctions, Money Laundering, Bribery, and Anti-Corruption

7.1 In addition to the Clients obligations as set out in clause 5 of these Terms, the Client warrants that(i) the Client (which for this purpose of this Clause 7 includes any affiliated company, owning company, group company, associated entity, or subsidiary) and any party to the Contract are not subject to or in breach of any Sanctions and/or any legal provision relating to money laundering, bribery and/or corruption (ii)Neither the Services requested, nor the Contract are unlawful and are not of a nature as could render the provision of the Services or Post Services by the Broker in breach of any Sanctions or any other relevant law; and (iii)The Client does not know of any reason why the Contract could be unlawful, or which could render the provision of the Services or Post Services by the Broker in breach of any law, including but not limited in any way whatsoever to Sanctions and/or any legal provision relating to money laundering, bribery and/or corruption and/or any other relevant law.

7.2 In the event that the Client becomes aware of any circumstance or occurrence which renders the Client and/or any other party and/or the Contract in breach of this Clause 7 the Client will forthwith advise the Broker and take all available steps to rectify the breach.

7.3 In the event that the Broker in their absolute discretion believes that the Contract or the provision of the Services may infringe any Sanction and/or any legal provision relating to money laundering, bribery and/or corruption and/or any other relevant law, the Broker may by written notice terminate the Services immediately without incurring any liability howsoever arising from such termination.

8. Post Fixture Services

8.1 If the Broker agrees to perform Post Fixture Services the Client must comply with any requirement imposed by the Broker including without any limitation whatsoever a requirement that the Client send operational and/or claims and/or claim documentation to a particular email address.

8.2 The Client must allow the Broker a reasonable time before expiry of any applicable time limit to receive and process any time sensitive message and/or claim.

8.3 If the Client do not receive a prompt and same day written confirmation from the Broker that it has received any time sensitive message and/or claim the Client must forthwith contact the Broker by telephone to confirm that the message and/or claim has been received and in the absence of and pending written confirmation of receipt the message and/or claim will be deemed to have not been received.

8.4 The Broker will have no liability for any failure to pass on any message and/or claim unless that message and/or claim has been sent to and acknowledged by the Broker in compliance with this clause 8 and in compliance with any other requirements stipulated by the Broker.

9. The Broker’s remuneration

9.1 On Contracts the Broker’s remuneration will (unless otherwise agreed) be in the form of a Fee on the freight, hire or purchase price as the case may be. The level of Fee payable and the party responsible for payment will be agreed by the Broker with one or more of the Parties to the Contract, set out in the Negotiations or the Contract.

9.2 If the Fee payable to the Broker is recorded in a commission clause or in a specific commission agreement then Fee will be payable in accordance with that clause or agreement. The Broker will be deemed to have acted in reliance on the insertion of that clause and assented to the terms of the commission clause governing their right to Fee.

9.3 If the Client is the party agreed to be responsible for paying the Fee it undertakes to make the payment or payments promptly in accordance with the Broker’s invoice. If the Client is not the party responsible for making the Fee payment the Client expressly agree to the making of provision for such Fee in the Contract, to procure the payment of such Fee by the relevant Principal and further to provide all necessary assistance and co-operation to the Broker in respect of its attempts to obtain the payment of such Fee by the relevant Principal.

9.4 Nothing in these terms will prevent the Broker from enforcing a commission clause or other clause conferring a benefit on them as a third party in accordance with the terms of the Contract.

9.5 In the absence of any specific provisions in the Fee clause on voyage charters the Fee is payable on deadfreight and demurrage as well as on freight. Freight shall include all items that comprise the freight rate. On time charters the Fee will be payable on the hire paid under the charter as well as on deadfreight, damages for non-payment of hire and ballast bonus, if any, and on any continuation or extension of the charter. On sale agreements the Fee is payable on delivery of the vessel and payment of the purchase price. On new building contracts the Fee is payable as and when each stage payment is made. The Fee is also payable on any extension of any Contract and any optional further contract arising out of or in connection with any such Contract. Where Services are provided to the Client, the Client will be deemed to have engaged the Company in relation to any subsequent Contract that arises in the connection with those Services whether or not the Contract has been concluded through the Broker and Fees shall be payable in full in the same manner as if the Contract had been concluded through the Broker.  Fees are payable on sums received by the Client as and when received and the Client will not withhold payment pending resolution of unconnected matters. Fees shall be exclusive of all taxes and duties, which will, where required, be payable in addition.

If a Contract is cancelled, terminated or modified in such a manner as would deprive the Broker of its Fees, the Client shall be liable to make such payment in respect of Fees as will ensure that the Broker is placed in no worse position than if such cancellation, termination or modification had not taken place.

9.6 The tasks in clause 2.5 above will be subject to the agreement of a specific fee between the Client and the Broker. The Broker will invoice the Client at the completion of the Services or at such other times and in such stages as may have been agreed. The Client will pay that fee within 15 days of the date of the invoice.

9.7 If the amount of Fee and/or the manner of its payment is not specifically agreed a reasonable Fee will be payable in accordance with market practice.

9.8 Where payment of the Broker’s Fee is not made on the due date, the Broker, in its sole discretion, reserve the right to charge interest on the overdue amount at the annual rate of five (%) per cent per annum above the current Broker bank’s base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, compounded quarterly.

10. Limitation of Liability

THIS CLAUSE LIMITS THE BROKER’S LIABILITY TO THE CLIENT.

10.1 Nothing in these terms and conditions limits the Broker’s liability for fraud or fraudulent misrepresentation.

10.2 The Broker will, subject to the provisions of this Clause 10, be liable to the Client for damage directly caused by the failure to perform the Services with the reasonable skill and care expected of a professional shipbroker provided always the Broker will not be liable for:

(i) Loss of profits, loss of anticipated savings, loss of business or business interruption, loss of reputation and/or goodwill, loss of use or indirect or consequential losses.

(ii) Damage caused by any event or cause that the Broker was unable to avoid and/or the consequences of which could not have been prevented by the exercise of reasonable diligence.

(iii) Damage which was not solely caused by the act or omission of the Broker or Broker Group or which would have occurred in any event.

10.3 The Brokers and the Broker Group’s total liability arising from or in connection with the Services shall in no circumstances exceed an amount equivalent of (i) ten (10) times the Fee, or (ii) the sum of USD 1,000,000 whichever is the lower.

10.4 The exclusions and/or limitations set out in this clause shall apply whether the claim against the Broker is bought in contract, tort (including for negligence), breach of statutory duty or for any other cause whatsoever.

10.5 Any claim against the Broker must be made in writing and notified to the Broker within 14 days of the date on which the Client became aware or ought to have become aware of the circumstances giving rise to the claim and any claim not so notified shall be deemed waived and time barred. The Broker shall in any event be discharged of all liability arising out of the Services unless suit is brought and served upon the Broker within one year of the end of performance of the Contract or in the absence of a concluded Contract 1 year from the end of the Negotiations.

11. Termination

11.1 The Broker shall be entitled to terminate the Agreement with immediate effect and without liability by giving written notice to the Client if:

• the Client commits any material breach of any term of the Contract (or, if such breach is capable of remedy, if the Client fails to remedy such breach within fourteen (14) days of receipt of a written request from the Broker);
• the Client has a change of control (as control is defined by section 840 of the Income and Corporation Taxes Act 1988); or
• the Client calls a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to a voluntary arrangement, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as amended from time to time, has a receiver, manager or administrative receiver appointed over any of its assets, undertaking or income, has passed a resolution for its winding-up, is subject to a petition presented to any court for its winding up, has a provisional liquidator appointed, has a proposal made for a scheme of arrangement under part 6 of the Companies Act 2006 as amended from time to time, has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of intention to appoint an administrator is given by any person or is the subject of a notice to strike off the register or carries out or undertakes or is subject to or undergoes any analogous act, process or proceedings under any applicable law.

11.2 Immediately upon termination, for any cause whatsoever, the Client shall pay the Broker all fees earned, and recoverable costs incurred in respect of the Services performed up to the date of the termination of the Services, together with such reasonable costs and/or expenses incurred by the Broker as a result of the termination of the Services. The Client will thereafter remain liable to pay to the Broker any fees which become due and payable after the date of termination of the Services in respect of any Contract which were concluded on or before the date of termination and/or which arise after the date of termination of the Services following performance of the Services prior to the date of termination of the Services.

12. Cancellation

Should the Principal/s cancel the Contract under which Feehas or would have been earned the Client will be liable at the date of the cancellation to pay the Broker the Fee which would, but for the cancellation, have been payable for the remaining period of the Contract or for the 12 months following the cancellation, whichever is shorter.

13. Miscellaneous

13.1 All intellectual property rights in or arising out of the Services belong to the Broker.

13.2 The Broker has a general lien on all documents in its possession or control for all sums due from the Client to the Broker whether arising out the Contract or Services or otherwise.

13.3 If a court finds that any provision of these terms and conditions is invalid, illegal or unenforceable, that provision shall, to the minimum extent required, be deemed deleted and the validity, legality and enforceability of the remainder of that and all other provisions of these terms and conditions shall not be affected.

14. Jurisdiction and Law

These terms shall be governed by and construed in accordance with the laws of England and Wales and any dispute shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall (save where this is in conflict with any charterparty term as to arbitration which the Broker as a third party has the right to implement) be conducted in accordance with the London Maritime Arbitrators Association (LMAA) terms current at the time when the arbitration proceedings are commenced and shall be before three (3) arbitrators, with each party appointing its own arbitrator and with the arbitrators so appointed appointing the third arbitrator.