Terms and Conditions

The Agent shall act as ship and/or port agent in connection with the Vessel and Port Call and may provide services including, without limitation:

• coordination with port, customs, immigration, coast guard, sanitary, terminal and other authorities;
• coordination of berthing, unberthing, shifting, anchoring, pilotage, towage and related services;
• vessel clearance formalities;
• preparation, submission and processing of port and vessel documentation;
• coordination with terminals, stevedores, surveyors, suppliers, contractors and other service providers;
• crew changes, husbandry, provisions, spares and logistics;
• cargo-related documentation and operational coordination;
• preparation of PDAs and FDAs;
• collection, administration and disbursement of funds received for the Port Call;
• operational reporting and communications; and
• any other services reasonably connected with the Vessel or Port Call as may be requested or agreed.

Unless expressly agreed otherwise in writing, the Agent acts solely as agent for and on behalf of the Principal and does not act as principal in respect of contracts, purchases or arrangements entered into with third-party suppliers, contractors, authorities or service providers.

The Agent shall be entitled to engage sub-agents, contractors, suppliers and other third parties where reasonably necessary for the performance of the Services.

Unless expressly agreed otherwise in writing, such third parties shall act as independent contractors and the Agent shall not be responsible for their acts, omissions, negligence, insolvency or failure to perform.

The Agent does not warrant or guarantee the availability, performance, price, timing or quality of any service supplied by third parties, including without limitation pilots, tugboats, terminals, stevedores, surveyors, launch boats, transport providers, authorities, customs brokers or suppliers.

Services shall normally be provided on a Port Call by Port Call basis unless otherwise agreed in writing.

The Agent shall have no responsibility for the commercial performance of any charterparty, contract of carriage, sale contract, terminal agreement, transportation contract or other agreement to which the Principal may be a party.

The Agent shall perform the Services with the reasonable skill, care and diligence expected from a professional ship agent acting in comparable circumstances.

The Agent shall act in accordance with lawful and reasonable instructions received from You, provided that such instructions are received sufficiently in advance and are capable of being lawfully and reasonably performed.

Where instructions are received from a Representative, the Agent shall be entitled to rely in good faith upon that Representative's apparent authority and shall have no obligation to independently verify such authority unless there are reasonable grounds to doubt it.

Any information concerning port conditions, berthing prospects, congestion, expected waiting times, draft restrictions, pilotage, weather, tides, terminal programmes, costs, tariffs, regulatory requirements or other operational matters shall be provided in good faith on the basis of information reasonably available to the Agent at the relevant time.

Unless expressly guaranteed in writing, such information shall be treated as indicative only and may be subject to change without notice.

The Agent shall not be responsible for changes in port conditions, terminal schedules, authority requirements, weather, river conditions, draft restrictions, labour availability, congestion or other circumstances occurring after information has been provided.

Unless otherwise agreed in writing, the Agent's appointment shall not be exclusive and the Agent may provide services to other principals, vessels, charterers, owners, cargo interests or competing commercial parties.

The Agent shall take reasonable steps to maintain appropriate information technology and cybersecurity protections but shall not be liable for cyber incidents, interception of communications, malware, fraud or systems failures beyond its reasonable control.

You shall provide the Agent in a timely manner with all information, documents, instructions, approvals and funds reasonably required for the performance of the Services.

You warrant that all information and documentation supplied to the Agent is complete and accurate in all material respects.

This includes, without limitation, information relating to:

• Vessel particulars;
• certificates and statutory documentation;
• ownership and management;
• cargo;
• dangerous or hazardous goods;
• arrival and sailing drafts;
• crew and passengers;
• charterparty or operational requirements insofar as relevant to the Services;
• cargo documentation;
• terminal and berth requirements; and
• customs, immigration, sanitary or regulatory declarations.

You shall promptly notify the Agent of any changes to information previously supplied.

Where You act as Representative, You warrant that You have authority from the Principal:

1. to appoint and instruct the Agent;
2. to accept these Terms and Conditions on behalf of the Principal;
3. to approve expenditures and arrangements reasonably required for the Port Call; and
4. to incur liabilities on the Principal's behalf in connection with the Services.

The Agent shall not be responsible for any consequences resulting from incorrect, incomplete, misleading, delayed or omitted information or instructions supplied by You, the Vessel, Master, Principal or any Representative.

You shall carefully review all communications, PDAs, FDAs, invoices, statements, documents and information transmitted by the Agent and shall promptly notify the Agent of any errors or discrepancies identified.

Where action is required by a particular deadline, You shall provide the Agent with sufficient time to process and implement the relevant instruction.

The Agent shall not be responsible for failure to meet any deadline where instructions or supporting information were received without sufficient reasonable time to act.

You shall indemnify and hold the Agent harmless against all claims, losses, liabilities, penalties, costs and expenses arising from any breach by You of the obligations contained in these Terms and Conditions.

Any PDA issued by the Agent is an estimate only based upon the information and tariffs reasonably available at the time it is prepared.

Actual costs may differ from the PDA due to circumstances including, without limitation:

• changes in tariffs or exchange rates;
• changes in berth, terminal or operational arrangements;
• delays;
• additional pilotage or towage;
• overtime;
• additional services requested;
• changes in port stay;
• regulatory requirements;
• additional attendance;
• taxes, duties or bank charges;
• circumstances beyond the Agent's reasonable control.

The issue of a PDA does not constitute a fixed quotation or guarantee of the final cost of the Port Call unless expressly agreed in writing.

You shall remit such advance funds as may be requested by the Agent sufficiently in advance of the Vessel's arrival or the incurrence of expenses.

Unless otherwise agreed in writing, the Agent shall not be obliged to make payments, incur commitments, grant credit or advance its own funds on behalf of the Principal.

If sufficient funds have not been received, the Agent may, without liability:

1. decline to order or arrange services;
2. suspend performance of the Services;
3. cancel arrangements not yet performed; and/or
4. notify relevant suppliers or parties that the Agent is not authorised to incur further costs.

The Agent shall not be liable for any delay, detention, loss, additional expense or other consequence resulting from insufficient or late receipt of funds.

Funds received by the Agent may be applied against any undisputed outstanding balance due in connection with the relevant Principal, Vessel or Port Call.

Following completion of the relevant Services, the Agent shall prepare an FDA reflecting the costs and expenses actually incurred or payable insofar as reasonably ascertainable at that time.

The FDA may include supplementary charges received after departure of the Vessel where such charges relate to the Port Call.

Any balance due to the Agent shall be payable promptly upon presentation of the FDA.

Any credit balance due to the Principal shall be refunded after all known charges and liabilities relating to the Port Call have been accounted for.

The Agent shall be entitled to retain a reasonable reserve against anticipated but not yet invoiced charges where third-party invoices, taxes, duties or other costs remain outstanding.

In arranging services requested by You, the Agent may contract with third-party suppliers as disclosed agent for the Principal.

Such contracts shall, where applicable, be subject to the relevant supplier's own terms and conditions.

The Agent shall use reasonable care in selecting third-party suppliers but shall not be liable for their acts, omissions, negligence, delay, insolvency, breach of contract or failure to perform.

Where You specifically nominate or require the use of a particular supplier, the Agent shall have no responsibility for the selection, suitability, price or performance of such supplier.

The Agent acts as liaison and coordinator with authorities, terminals and other entities but does not control their decisions or actions.

The Agent shall have no liability arising from any decision, delay, restriction, requirement, refusal, suspension or action of:

• port authorities;
• customs;
• coast guard or maritime authorities;
• immigration authorities;
• sanitary authorities;
• terminals;
• pilots;
• tug operators;
• stevedores;
• labour unions; or
• any governmental or regulatory authority.

Any estimated berthing, sailing, completion, pilotage, cargo operation or clearance time provided by the Agent is given in good faith for guidance only and shall not constitute a warranty or guarantee.

You acknowledge that cyber fraud, email interception, fraudulent payment instructions and unauthorised amendment of legitimate invoices or bank details are significant risks.

You shall maintain appropriate cybersecurity controls and independently verify any new or amended bank details before making payment.

The Agent shall not be responsible for any payment made to an incorrect account as a consequence of fraudulent interception, alteration or impersonation beyond the reasonable control of the Agent.

Any request purporting to change the Agent's bank account details should be independently verified through previously established communication channels.

You warrant that neither You, the Principal, the Vessel, the registered owner, beneficial owner, manager, operator, charterer, cargo interests nor, to the best of Your knowledge, any other material party connected with the Port Call:

1. is subject to applicable Sanctions;
2. is engaged in conduct prohibited by applicable Sanctions;
3. will cause the Agent to breach any applicable Sanctions, anti-money laundering, anti-bribery, anti-corruption or other applicable law.

You shall provide such information and documentation as the Agent may reasonably request for compliance, Know Your Customer, sanctions or anti-money laundering purposes.

If the Agent reasonably believes that the provision of Services may expose it or any of its officers, employees, banks, suppliers or affiliates to sanctions, regulatory, criminal or reputational risk, the Agent may suspend or terminate the Services immediately without liability.

You shall promptly notify the Agent if You become aware of circumstances potentially affecting compliance with this Clause.

The Agent shall be entitled to the Remuneration agreed with You or, failing specific agreement, reasonable remuneration in accordance with prevailing market practice.

The Remuneration shall be payable in addition to all Disbursements and third-party costs.

Unless expressly agreed otherwise, all fees and amounts quoted by the Agent are exclusive of applicable taxes, duties, levies, withholding taxes, bank charges and transfer expenses.

You shall ensure that all amounts payable to the Agent are received in full without deduction for bank charges, correspondent bank charges or similar expenses.

Where the party appointing or instructing the Agent is not the party intended to pay the Agent's fees or Disbursements, You shall identify the responsible paying party before the Services are performed.

Failure to do so shall render You jointly and severally liable with such party for all amounts due.

Unless otherwise agreed, invoices are payable upon presentation and in any event no later than thirty (30) days from invoice date.

You shall not withhold payment of any undisputed invoice or amount due by reason of any unrelated claim or dispute.

Overdue amounts may bear interest at the rate of eight per cent (8%) per annum above the applicable benchmark rate from the date payment became due until payment is received in full, or the maximum rate permitted by applicable law if lower.

If a Vessel's call is cancelled, diverted or terminated after the Agent has commenced providing Services or incurred commitments, the Agent shall remain entitled to:

1. all costs and Disbursements incurred or committed;
2. reimbursement of cancellation charges payable to third parties; and
3. reasonable Remuneration for Services performed up to the date of cancellation.

Where substantial preparatory work has been performed before cancellation, the Agent shall be entitled to charge a reasonable cancellation or attendance fee.

Nothing in these Terms and Conditions shall exclude or limit liability to the extent such exclusion or limitation is prohibited by applicable law.

Subject to this Clause, the Agent shall only be liable for direct loss proven to have been caused solely by the Agent's failure to exercise the reasonable skill and care expected of a professional ship agent.

The Agent shall in no circumstances be liable for:

1. loss of profit;
2. loss of hire;
3. loss of freight;
4. loss of use;
5. loss of production;
6. loss of business or opportunity;
7. loss of reputation;
8. detention or demurrage, except to the extent directly and solely caused by the Agent's proven negligence;
9. indirect or consequential losses;
10. losses arising from acts or omissions of authorities, terminals, suppliers, contractors or other third parties;
11. losses arising from incorrect or incomplete information supplied to the Agent;
12. losses caused by force majeure or events beyond the Agent's reasonable control.

The Agent shall not be liable for any loss that would have occurred notwithstanding any act or omission of the Agent.

Unless otherwise required by mandatory applicable law, the Agent's total aggregate liability arising out of or in connection with any Port Call or Services shall not exceed the lesser of:

1. ten (10) times the Remuneration charged by the Agent for the relevant Port Call; or
2. USD 100,000.

The limitations and exclusions contained in this Clause apply whether liability is alleged in contract, tort, negligence, breach of statutory duty or otherwise.

Any claim against the Agent must be notified in writing within three (3) months after You became aware, or reasonably ought to have become aware, of the circumstances giving rise to the claim.

Unless proceedings are commenced within one (1) year from completion of the relevant Services or Port Call, the Agent shall be discharged from all liability to the extent permitted by applicable law.

These Terms and Conditions, together with any specific written agreement relating to the Services, constitute the agreement between the parties concerning the Agent's appointment.

In the event of any conflict between these Terms and Conditions and specific written terms expressly agreed for a particular Port Call, the specific written terms shall prevail only to the extent of that conflict.

If any provision of these Terms and Conditions is found invalid, illegal or unenforceable, that provision shall be deemed modified or severed to the minimum extent necessary and the remaining provisions shall continue in full force.

No failure or delay by the Agent in exercising any right shall constitute a waiver of that right.

No waiver shall be effective unless made in writing.

The Agent may retain copies of documents and records relating to the Services for legal, regulatory, accounting, operational and compliance purposes.