Terms & Conditions

Article 1 — Scope

(1) These General Terms and Conditions ("General Terms") shall apply to any and all types of legal relationship ("Assignment") between Andre Luis Todescato Paes Leme Marcano Shipbrokers ("Ship Broker") and any contractual partner which calls upon the services of the Ship Broker ("Client"), regardless of whether the Assignment is non-recurring or continuous.

(2) These General Terms shall apply specifically, but without limitation, to the Assignment of a Ship Broker as (1) liner agent, (2) port or canal agent, (3) sale & purchase broker or chartering broker, (4) a Chartering Broker, and/or (5) a Cargo Broker.

Article 2 — Characteristics of Services

(1) In all cases, the Ship Broker shall act on behalf, and for the account, of the Client unless otherwise agreed in writing.

(2) The Ship Broker is entitled and authorised to take any and all measures which appear necessary to meet the obligations of the Assignment, including entering into market standard contracts with third parties in the name and for the account of the Client.

(3) Unless otherwise agreed in writing, any and all offers submitted by the Ship Broker shall not be binding until the Assignment has become finalised.

(4) In his function as sale and purchase broker or chartering broker, the Ship Broker shall have the authority to conclude contracts on behalf of the Client unless the Client has explicitly excluded same.

(5) The Ship Broker is exempt from the restrictions of the applicable Civil Codes.

(6) The Ship Broker is authorised, but not obligated, to collect sums due to the Client from third parties and to accept payments from third parties for the Client. The Ship Broker has the right to pay out any foreign-currency amounts collected for the Client in Euros at the exchange rate valid on the date of payment.

(7) The Ship Broker is under no obligation to provide financial guarantees or contracts of surety to third parties for the Client, or to make any payments for which the Client has not provided sufficient cover in advance.

Article 3 — Remuneration, Compensation for Expenses

(1) The Ship Broker shall receive remuneration as agreed between the Parties unless otherwise mandatorily provided in collective agreements or statutory regulations.

(2) For financial guarantees, sureties, or disbursements, the Ship Broker shall be entitled to additionally receive a commission fee of at least 2.5% of the nominal value of the security provided.

(3) All costs incurred in connection with bank transfers made by, to or for the Client shall be borne by the Client.

(4) In addition to remuneration and commission, the Ship Broker shall be entitled to demand reimbursement of any reasonable expenses incurred during the Assignment.

(5) The Ship Broker has the right to demand that a reasonable advance be paid for expenses.

(6) Where a specific currency has not been agreed, the Ship Broker may demand payment in the currency of the transaction or in euros at the exchange rate valid on the invoice date.

(7) Payment claims shall be deemed due upon receipt of the Ship Broker's invoice by the Client.

(8) Payment claims not settled within 21 days of the invoice date shall be subject to interest at a rate of 9 percentage points above the applicable base rate.

Article 4 — Offsetting, Right of Retention, Lien

(1) The Ship Broker is entitled to satisfy claims at any time from their due date by offsetting against counterclaims of the Client.

(2) The Ship Broker is also entitled to satisfy due and payable claims from amounts collected for the Client, including freight charges. The Ship Broker has a right of retention.

(3) The parties agree that, in relation to all claims, the Ship Broker shall have a contractual lien on any and all assets of the Client in the Ship Broker's possession.

(4) The Ship Broker may, after the due date, enforce the lien by private sale or public auction if full payment or alternative security has not been provided within 30 days of a written reminder.

Article 5 — Liability of the Ship Broker

(1) The Ship Broker shall perform services with the diligence of a prudent businessman.

(2) Claims for damages or reimbursement of expenses by the Client are excluded unless arising from: (a) intentional or grossly negligent breach of duty; (b) culpable breach resulting in injury to life, body or health; (c) non-fulfilment of a guaranteed characteristic; or (d) culpable violation of a fundamental contractual obligation.

(3) Damages for violation of a fundamental contractual obligation are limited to ten thousand Euros, unless arising from items (a), (b), or (c) above.

(4) The risk of incomplete, incorrect or delayed communication between Client and Ship Broker shall be borne by the Client, except in cases of liability under Clause 2.

Article 6 — Time Bar

All claims against the Ship Broker shall become time-barred upon expiry of one year from the relevant statutory beginning of the period of limitation, unless liability arises under Article 5 Clause 2 sub-clauses (a) to (d).

Article 7 — Embargos and Sanctions

(1) The Client warrants that the transaction does not violate any economic, trade or financial sanctions applicable to the Ship Broker.

(2) The Ship Broker shall not be obliged to perform Assignments which violate applicable sanctions, and shall be entitled to claim reimbursement of any expenses incurred in connection with a refused Assignment.

Article 8 — Dangerous Goods

The Client shall immediately inform the Ship Broker in writing if the Assignment involves goods requiring special handling, notification or permits under the IMDG Code or any other applicable regulation.

Article 9 — Confidentiality

The Ship Broker is required to treat as confidential only such information and data of the Client which the Client has specifically identified as confidential in writing.

Article 10 — Written Form

Any amendments or supplements to these General Conditions must be made in writing in order to be valid.

Article 12 — Place of Jurisdiction, Applicable Law

(1) All disputes arising from or in connection with an Assignment shall be decided exclusively by the state court competent at the location of the Ship Broker's registered place of business.

(2) As an alternative, the Ship Broker may, at his discretion, bring an action at the state court of the Client's general jurisdiction.

(3) The Assignment shall be governed exclusively by Polish law.

(4) The Ship Broker does not commit to and is not obliged to participate in Alternative Dispute Resolution (ADR) to resolve disputes.