1.  Definitions. 

In these Terms and Conditions (“Terms”) the following definitions apply:
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“Company” Standard Bulk Shipbrokers LLC, Office 2303, Single Business Tower, Business Bay, Dubai, United Arab Emirates, and affiliated businesses and companies.
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“Fixture” A contract or contracts including but not limited to for the sale, purchase, construction, towage or charter of a Ship together with negotiations to enter such contracts.
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“Negotiations” Exchanges, whether verbal or in writing, in relation to concluding a Fixture. 
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“Post Fixture Services” Assistance with communications, operational matters and claims arising from the performance of a Fixture.
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“Principal” A party to a Fixture including the owner, seller, buyer, builder or charterer of a ship and any party guaranteeing the obligations of such a party. Principal may include You.
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“Representative” A person or company, including but not limited to a ship manager, chartering department, shipbroker or other agent, who is not a Principal but is involved in negotiations on behalf of a Principal.
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“Services” The Services referred to in clause 2 of these Terms.
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“Ship” Any type of ship, other vessel and/or equipment used or intended to be used for any purpose on, in or over water including but not limited to rigs, jack ups, submersibles, and barges.
 
“You” and/or “Client” The party requesting the Company’s services or responding to the Company in relation to the provision of the Services. Where such party is acting as a Representative references to You will additionally include the Principal.
 
The above definitions apply whether the defined words appear in the singular or plural form.

 
2.  Services covered by these Terms.

2.1 The Company will act as a shipbroker in relation to Fixtures. The role of the Company is to introduce Principals. Thereafter the Company will assist the Principals and/or their Representatives as a channel for Negotiations as well as providing such Post Fixture Services as may be agreed or provided by the Company.
 
2.2 Unless specifically agreed in writing the Company will act solely as an intermediary in relation to Fixtures and will not enter any Fixtures arising from the Services as a Principal. The Company is not responsible for the performance or non performance of Fixtures or Principals.
 
2.3 Unless otherwise agreed the Services are provided on a Fixture by Fixture basis.
 
2.4 The Company may also agree to perform other tasks such as, but not limited to, providing ship valuations and/or consultancy 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 Company.

3.1 The Company will perform the Services with the reasonable skill and care expected of a professional shipbroker.
 
3.2  In dealing with others the Company will take care to stay within the authority given by You and to avoid misrepresentation.
 
3.3 During negotiations the Company undertakes to pass on offers, counteroffers and other such communications accurately and in a timely manner. This obligation applies both to passing communications to and from You.
 
3.4  It is understood that the Company may be dealing with Representatives or other intermediaries rather than directly with a Principal. In such cases the Company is dealing with such Representatives or other intermediaries in good faith as to the authority they possess but the Company does not give a warranty as to that authority.
 
3.5 If the Company is acting directly for a Principal then the Company warrants that the Company has the authority of that Principal.
 
3.6 If at any time the Company 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 Company such information is provided in good faith but without guarantee. It is the sole obligation of the Principal to satisfy themselves of any counterparty risk and decide whether to enter a Fixture with the proposed counterparty and on what terms. 
 
3.7 Unless otherwise agreed in writing the Services are not provided on an exclusive basis and it is understood that the Company may act as a shipbroker for other parties in relation to the same or other Fixtures. In the event the Company is dealing directly with two Principals in relation to the same Fixture the Company’s duties will be to pass on offers, counteroffers and other such communications accurately and in a timely manner as authorised by each Principal in turn.

 
4.  Confidentiality.

Where the Company is given information stated by You to be on a confidential basis or it is expressly agreed that a Fixture 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 You. This obligation will not however extend to information which
(i) was already or becomes known to the Company 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 Company 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 2 years after the end of performance of the Fixture in question or in the absence of a concluded Fixture 2 years from the end of the Negotiations.

 
5.  Obligations to the Company.

5.1 If You are a Principal you warrant that you have full legal power to enter into the Fixture brought about by the Services. If You are acting as a Representative, You warrant that you have the Principal’s authority (i) to accept these Terms on their behalf and (ii) to make all offers, counteroffers and representations made during negotiations and (iii) to agree a Fixture on their behalf.
 
5.2 Where Services are provided You are deemed to have engaged the Company in relation to any Fixture that arises in connection with those Services whether or not it is concluded via the Company.
 
5.3 You will provide the Company 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) you will ensure the Company has sufficient time to forward such messages prior to the relevant time limit.
 
5.4 In relation to Post Fixture Services if the Company has asked you to use specific e-mail addresses for operational messages or claims then You will use those e-mail addresses. In the event that you do not receive a prompt acknowledgement of receipt of time sensitive messages or claims documentation from the Company you undertake to contact the Company to confirm receipt. The Company will have no responsibility for a failure to action a message or claims documentation unless it is sent timely to the correct address and acknowledged by the Company.
 
5.5  You will take care to avoid misrepresentations occurring in Negotiations. You will carefully review all messages sent or copied to You and promptly advise the Company of any errors or misrepresentations. The Company is not responsible for the consequences of a failure by You to review messages.
 
5.6 You warrant that You do not know of any reason why the Fixture could be unlawful or which could render the provision of the Services by the Company in breach of any relevant law, including but not limited to (i) sanctions imposed by the United Nations, European Union, The United States of America or any national government having authority over You, the Company, a Representative or a Principal (ii) laws relating to money laundering, bribery and corruption. You will promptly and fully inform the Company of any such reason that comes to your attention. In the event that the Company in their absolute discretion believes that the Fixture or the provision of the Services may infringe such laws they may by written notice terminate the Services immediately. In the event of such termination the broker will have no liability arising from such termination howsoever arising.

 
6.  Market Reports.

If the Company publishes market reports or commentary these are provided for general information only and not for use in relation to specific Fixtures. Such market reports do not constitute advice and nothing contained in such documents amounts to a recommendation to enter or not to enter a Fixture and the Company has no liability for the consequences of any person, including You, purporting to rely on such market reports.

 
7.  The Company’s remuneration.

7.1 On Fixtures the Company’s remuneration will (unless otherwise agreed) be in the form of a commission on the freight, hire or purchase price as the case may be or as a lumpsum amount (“Fee”). The level of Fees payable and the party responsible for payment will be set out in the Negotiations.
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7.2 If the Fee payable to the Company is recorded in a commission clause or in a specific commission agreement then the Fee will be payable in accordance with that clause or agreement. The Company 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 the Fee.
 
7.3  If You are the party agreed to be responsible for paying the Fee you undertake to make the payment or payments promptly. If You are not the party responsible for making the Fee payment You expressly agree to the making of provision for such Fee in the Fixture.
 
7.4  Nothing in these Terms will prevent the Company from enforcing a commission clause or other clause conferring a benefit on them as a third party in accordance with the terms of the Fixture.
 
7.5 In the absence of any specific provisions in the commission clause on voyage charters commission is payable on deadfreight and demurrage as well as on freight. Freight shall include all items that comprise the freight rate. On time charters commission will be payable on the hire paid under the charter and any continuation or extension of the charter. On sale agreements commission is payable on delivery of the vessel and payment of the purchase price. On new building contracts commission is payable as and when each stage payment is made. Commission is payable on sums received by You as and when received and You will not withhold payment pending resolution of unconnected matters. Commission is exclusive of all taxes, duties and Your bank’s charges.
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7.6 The tasks in clause 2.4 above will be subject to the agreement of a specific Fee between You and the Company. The Company will invoice You at the completion of the Services or at such other times and in such stages as may have been agreed. You will pay that Fee within 30 days of the date of the invoice.
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7.7 If the amount of commission or fee and/or the manner of its payment is not specifically agreed a reasonable commission or fee will be payable in accordance with market practice. 

 
8.  Limitation of Liability.

8.1   Nothing in these Terms limits the Company’s liability for (i) fraud or fraudulent misrepresentation (ii) death or personal injury caused by the negligence of the Company.
 
8.2   The Company will, subject to the provisions of this clause 8, be liable to You 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 Company will not be liable for:
(i) Loss of profits, business interruption, loss of reputation, indirect or consequential losses.
(ii) Damage caused by any event or cause that the Company 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 Company or which would have occurred in any event.
 
8.3 The Company’s total liability arising from or in connection with the Services shall be fair and reasonable in relation to the Services provided, but under all circumstances shall be the lower of the following figures:
(i) The value of the Fee payable to the Company by the Client in respect to the Services in which the claim arises, or
(ii) The total sum of USD 500,000. 
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8.4 The exclusions and/or limitations set out in this clause shall apply whether the claim against the Company is brought in contract, tort (including for negligence) breach of statutory duty or for any other cause whatsoever.
 
8.5 Any claim against the Company must be made in writing and notified to the Company within 14 days of the date on which You 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 Company shall in any event be discharged of all liability arising out of the Services unless suit is brought and written notice of it given to the Company within one year of the end of performance of the Fixture or in the absence of a concluded Fixture one year from the end of the Negotiations.

 
9.  Miscellaneous.

9.1 All intellectual property rights in or arising out of the Services belong to the Company.
 
9.2 The Company has a general lien on all documents in its possession or control for all sums due from You to the Company whether arising out of the Fixture or otherwise.
 
9.3 If a court finds that any provision of these Terms 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 shall not be affected.

 
10.  Jurisdiction and Law.

(i) These Terms shall be governed by and construed in accordance with the laws of England and Wales and any dispute shall be subject to the exclusive jurisdiction of the English Courts. 
(ii) The Company reserves the right to bring proceedings against You in any other court of competent jurisdiction. The commencement of proceedings in any one or more jurisdictions by the Company shall not preclude the commencement of proceedings in any other jurisdiction(s), whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
(iii) In cases where neither the claim, nor the counterclaim exceeds the sum of USD 50,000 or such other sum as maybe agreed, then any dispute may be referred to arbitration in London in accordance with the Arbitration Act 1996 and LMAA Small Claims Procedures current at the time when the arbitration proceedings are commenced.