Effective 1st January 2025
These Terms and Conditions apply to all dealings between Client and MVS MARINE SERVICES FZCO and its affiliated business and will be effective whenever you request the Broker to provide Services, or Client responds to the Broker in relation to the provision of Services.
These Terms and Conditions create a legally binding obligation between Client and Broker.
THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS IN CLAUSE 8 (LIMITATION OF LIABILITY).
THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS IN CLAUSE 8.6 (TIME BAR).
The following definitions and rules of interpretation apply in these Terms and Conditions:
“Broker” means MVS MARINE SERVICES FZCO and shall include, unless expressly stated otherwise, employees, officers and agents of MVS MARINE SERVICES FZCO.
“Client” means the party requesting the Broker’s services or responding to the Broker in the provision of the Services.
“Fixture” means 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.
“Negotiations” means exchanges, whether verbal or in writing, in relation to concluding a Fixture.
“Post Fixture Services” means assistance with communications, operational matters and claims arising from the performance of a Fixture.
“Principle” means a party to a Fixture including, but not limited to, the owner, seller, buyer, builder or charterer of a ship and any party guaranteeing the obligations of such a party. This may include You.
“Representative” means a person or company, including but not limited to a ship manager, chartering department, shipbroker or other agent, who is not a Principle but is involved in negotiations on behalf of a Principle.
“Services” means the Services referred to in Clause 2 of these Terms and Conditions.
“Ship” means any type of ship, or other vessel and/or equipment used or intended to be used for any person on, in or over water including but not limited to rigs, jack ups, submersibles, and barges.
Headings in these Terms and Conditions are for convenience and ease of reference only and shall not affect interpretation.
Unless the context requires otherwise:
words in the singular shall include the plural and vice versa;
references to persons shall include bodies of persons whether corporate or otherwise;
words importing the whole shall include any part of the whole;
references to a party include its successors and permitted assigns; and
references to Clauses are references to Clauses in these Terms and Conditions.
The Broker acts as a shipbroker in relation to Fixtures. The Broker introduces Principals. Thereafter, the Broker will assist the Principals and/or their Representatives as a channel for Negotiations. The Broker may also provide such Post Fixture Services as are agreed or provided.
The Broker will act solely as an intermediary in relation to Fixtures, unless agreed otherwise in writing, and will not enter any Fixtures arising from the Services as a Principle. The Broker is not responsible for the performance or non-performance of Fixtures or Principals.
Services are provided on a Fixture-by-Fixture basis unless agreed otherwise.
The Broker may agree to perform other tasks such as providing ship valuations and/or specific market research. Such tasks may be subject to specific provisions in addition to these Terms and Conditions. In the event of conflict, only to the extent of that conflict, the specific provisions shall prevail. Otherwise, these Terms and Conditions, including limitation of liability, shall apply.
3.1 The Broker will act with the reasonable skill and care expected of a professional shipbroker at all times.
3.2 When dealing with others, the Broker will take care to stay within its authority and avoid misrepresentation.
3.3 During negotiations, the Broker undertakes to pass on offers, counteroffers and related communications in a timely and accurate manner.
3.4 Where the Broker deals with Representatives or intermediaries, the Broker acts in good faith as to their authority but gives no warranty thereof.
3.5 If acting directly for a Principal, the Broker warrants that it has the necessary authority.
3.6 Information provided regarding Principals is given in good faith and without guarantee.
3.7 It is the sole responsibility of the Principle to assess counterparty risk and decide whether to enter a Fixture and on what terms.
3.8 Services are non-exclusive unless agreed otherwise in writing.
4.1 Confidential information shall be kept confidential unless disclosure is authorised by Client.
4.2 This obligation does not apply to information that:
was already known or becomes known through lawful sources;
becomes public knowledge; or
is required by law or authority to be disclosed.
4.3 Confidentiality obligations end two years after completion of a Fixture, or one year after Negotiations end if no Fixture is concluded.
5.1 If Client is the Principal, they warrant authority to enter the Fixture.
5.2 If Client is a Representative, they warrant authority to:
accept these Terms;
conduct negotiations;
agree a Fixture.
5.3 Client is deemed to have engaged the Broker in relation to any Fixture arising from the Services.
5.4 Client shall provide all necessary information and instructions in a timely manner.
5.5 Post Fixture communications must follow the Broker’s specified procedures.
5.6 Client must review communications and notify errors promptly.
5.7 Client warrants compliance with all applicable laws including sanctions, bribery, corruption and money laundering laws.
Market reports are for general information only and do not constitute advice or recommendations. The Broker accepts no liability for reliance placed on such reports.
7.1 Commission terms will be agreed during Negotiations.
7.2 Commission clauses in Fixtures are binding.
7.3 Client shall ensure timely payment of commission where responsible.
7.4 The Broker may enforce commission clauses as a third party.
7.5–7.7 Commission calculations apply as stated for voyage charters, time charters, sale and purchase, and newbuildings.
7.8 Fees for additional tasks are payable within 30 days.
7.9 Where not agreed, a minimum commission of 2.5% applies.
This Clause limits the Broker’s liability to Client.
8.1 Liability is not limited for fraud or death/personal injury due to negligence.
8.2 Liability applies only for direct damage caused by lack of reasonable skill and care.
8.3 The Broker shall never be liable for indirect losses, unavoidable events, or losses not solely caused by the Broker.
8.4 Liability shall not exceed one month’s commission or USD 2,500, whichever is greater.
8.5 Limitations apply in all forms of claim.
8.6 Claims must be notified within seven days and are time barred after one year.
8.7 No liability for breach of authority unless wilful or fraudulent.
9.1 All intellectual property belongs to the Broker.
9.2 The Broker has a general lien for unpaid sums.
9.3 Invalid provisions shall not affect remaining provisions.
10.1 Governed by the laws of England and Wales.
10.2 Disputes shall be referred to arbitration in London under the Arbitration Act 1996 and LMAA Terms, including Small Claims Procedures where applicable.
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