Terms & Conditions for Lion Shipbrokers Limited
These terms and conditions apply to all dealings between You and the Broker and will be
effective whenever you request the Broker to provide Services or You respond to the
Broker in relation to the provision of Services. These terms and conditions create a
legally binding agreement between You and the Broker (You, Broker and Services are
defined below).
Attention is specifically drawn to the provisions of these terms and conditions that
limit the Broker’s liability.
1. Definitions.
In these terms and conditions the following definitions apply
“Broker”
LION SHIPRBOKERS LIMITED
“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.
“Negotiations”
Exchanges, whether verbal or in writing, in relation to concluding a Fixture.
“Post Fixture Services”
Assistance with communications relating to operational matters arising from the
performance of a Fixture.
“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.
“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.
“Services”
The Services referred to in clause 2 of these terms and conditions.
“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”
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
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 Broker will act as a shipbroker in relation to Fixtures. The role of the Broker
is to introduce Principals. Thereafter the broker 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 Broker.
2.2 Unless specifically agreed in writing the Broker will act solely as an intermediary
in relation to Fixtures and will not enter any Fixtures arising from the Services as a
Principal. The Broker 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 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 and conditions.
In the event of, and only to the extent of, a conflict between these terms and
conditions and the specific provisions the latter will prevail. Otherwise these terms
and conditions, 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 You and to avoid misrepresentation.
3.3 During negotiations the Broker undertakes to pass on offers, counter offers 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 Broker may be dealing with Representatives or other
intermediaries rather than directly with a Principal. In such cases the Broker is
dealing with such Representatives or other intermediaries in good faith as to the
authority they possess but the Broker does not give a warranty as to that authority.
3.5 If the Broker is acting directly for a Principal then the Broker warrants that the
Broker has the authority of that 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 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 Broker may act as a shipbroker for other parties in
relation to the same or other Fixtures. In the event the Broker is dealing directly
with two Principals in relation to the same Fixture the Broker’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 Broker 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
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 3 years after the end of performance of the Fixture in question or in the
absence of a concluded Fixture 3 years from the end of the Negotiations.
5. Obligations to the Broker.
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 and
conditions on their behalf and (ii) to make all offers, counter offers 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 Broker in relation
to any Fixture that arises in connection with those Services whether or not it is
concluded via the Broker.
5.3 You 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) you will ensure the Broker has sufficient time to
forward such messages prior to the relevant time limit.
5.4 In relation to Post Fixture Services if the Broker 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 Broker you undertake to
contact the Broker to confirm receipt. The Broker 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 Broker.
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 Broker of
any errors or misrepresentations. The Broker 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 Broker 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 Broker, a Representative or a Principal (ii) laws relating to
money laundering, bribery and corruption. You will promptly and fully inform the Broker
of any such reason that comes to your attention. In the event that the Broker 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 broker 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 Broker has no liability for
the consequences of any person, including You, purporting to rely on such market
reports.
7. The Broker’s remuneration.
7.1 On Fixtures the Broker’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. The level of
commission payable and the party responsible for payment will be set out in the
Negotiations.
7.2 If the commission payable to the Broker is recorded in a commission clause or in a
specific commission agreement then commission 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 commission.
7.3 If You are the party agreed to be responsible for paying the commission you
undertake to make the payment or payments promptly. If You are not the party
responsible for making the commission payment You expressly agree to the making of
provision for such commission in the Fixture.
7.4 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 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 and duties.
7.6 The tasks in clause 2.4 above will be subject to the agreement of a specific fee
between You and the Broker. The Broker 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.
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.
THIS CLAUSE LIMITS THE BROKER’S LIABILITY TO YOU.
8.1 Nothing in these terms and conditions limits the Broker’s liability for (i) fraud
or fraudulent misrepresentation (ii) death or personal injury caused by the negligence
of the Broker.
8.2 The Broker 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 Broker 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 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 which
would have occurred in any event.
8.3 The Brokers total liability arising from or in connection with the Services shall
in no circumstances exceed the sum of EUR 100,000.
8.4 The exclusions and/or limitations set out in this clause shall apply whether the
claim against the Broker is brought in contract, tort (including for negligence) breach
of statutory duty or for any other cause whatsoever.
8.5 Any claim against the Broker must be made in writing and notified to the Broker
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 Broker 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 Broker within one year of the end of performance of the Fixture or in the
absence of a concluded Fixture 1 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
Broker.
9.2 The Broker has a general lien on all documents in its possession or control for all
sums due from You to the Broker whether arising out of the Fixture or otherwise.
9.3 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.
10. 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 subject to the exclusive jurisdiction of the English
Courts.