Terms and Conditions
Effective date: 26 March 2025
These terms and conditions apply to all dealings between You and the Broker (as defined below) 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 (Conditions, You, Broker, Services and Contract are defined below).
These Terms and Conditions shall be effective from 26 March 2025 and from that date replaces and supersedes any previous versions.
Attention is specifically drawn to the provisions of these terms and conditions that limit the Broker’s liability in Clause 10 and the Remuneration payable to the Broker in the event of cancellation at Clause 11.
1. Definitions
In these terms and conditions, the following definitions apply:
“Broker”: The company within the group, or the affiliated or subsidiary or associated or agency company of LEEWAY Brokers DMCC Dubai, UAE including but not limited to LEEWAY Brokers PVT. LTD. INDIA which has been requested by the Principal to provide Services or to which the Principal has responded in relation to the provision of Services.
“Fixture(s)”: a contract or contracts including but not limited in any way whatsoever to the sale, purchase, construction, demolition, towage, charter (whether on a voyage or time charter basis) and/or other contract(s) of affreightment of a Ship together with Negotiations to enter such Fixtures.
“Negotiations”: communications, whether verbal or in writing, in relation to concluding a Fixture.
“Post Fixture Services”: advice and assistance with communications and/or operational matters arising after a Fixture has been concluded and/or assistance with claims arising from the performance of a Fixture.
“Principal”: a party to a Fixture including without limitation in any way whatsoever the owner, seller, buyer, builder or charterer of a ship and any party guaranteeing the obligations of such a party. Principal may include You.
“Remuneration”: the remuneration payable to the Broker for the provision of the Services, whether by way of commission or as otherwise agreed.
“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 or the conclusion of a Fixture on behalf of a Principal.
“Sanction(s)”: any and all sanctions imposed by the United Nations, the European Union, the United Kingdom, the United States of America or any other national government or competent authority thereof.
“Services”: the Services referred to in clause 2 of these terms and conditions and any other services as may be agreed.
“Ship”: any type of ship, other vessel, platform, and/or equipment used or intended to be used for any purpose on, in or over water including but not limited in any way whatsoever to ocean going vessels, coasters, ferries, yachts, flotels, rigs, jack ups, submersibles, FPSO, FSRU and barges or similar.
“You”: the party requesting the Broker’s services or responding to and/or instructing the Broker in relation to the provision of the Services, which may be the Principal and or the Representative. 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. The Services
2.1 The Broker will act as a shipbroker in relation to Fixture(s) and that role includes the introduction of Principals to each other or to the Fixture, assisting the Principals and/or their Representatives by acting as a channel for Negotiations as well as providing such Post Fixture Services as may be agreed with You or provided by the Broker.
2.2 Unless specifically agreed in writing the Broker will act only as an intermediary in relation to Fixture(s) and will not itself enter any Fixtures arising from the Services as a Principal.
2.3 The Broker is not responsible for the performance or non-performance of Fixture(s) or Principals.
2.4 Unless otherwise agreed the Services are provided on a Fixture by Fixture basis.
2.5 The Broker may also agree to perform for the Principal other tasks such as providing Ship valuations and/or specific market research and/or Post Fixture Services. Such tasks may be subject to specific provisions in addition to these Terms and Conditions including without limitation in any way whatsoever the wording to be used in a valuation certificate and limitations regarding the Broker’s role and liability for Post Fixture Services.
(Broker’s price assessment in valuations is based on a “willing seller and willing buyer” scenario, assuming that the vessel is in good order and in a condition, in both hull and machinery, that is to be expected of a vessel of its age, size, and type. We are of the opinion that all our valuations are based on the available information and, without sighting the vessel or its classification records.)
In the event of, and only to the extent of, a conflict between these Terms and Conditions and the specific provisions applicable to other tasks, 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 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 any warranty as to that authority.
3.3 If the Broker is acting directly for a Principal then the Broker warrants that the Broker has the authority of that Principal.
3.4 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.
3.5 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 more than one Principal 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. You recognise that the Broker may be the sole broker in a transaction and agree that the Broker is under no obligation to specifically disclose that fact.
4. Confidentiality
4.1 Where You or the Broker (the “Receiving Party”) is given information stated by the other party (the “Disclosing Party”) to be on a confidential basis or it is expressly agreed that a Fixture is confidential (in either case “Confidential Information”) the Receiving Party will hold that Confidential Information in confidence and will not disclose it to any other person without prior permission from the Disclosing Party. This obligation will not however extend to information which:
4.1.1 was already or becomes known to the Receiving Party through other sources not subject to such an obligation of confidentiality;
4.1.2 is or becomes known to the market generally other than as a result of a breach of this obligation; or
4.1.3 which the Receiving Party 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 one (1) year after the end of performance of the Fixture/Services in question or in the absence of a concluded Fixture one (1) year from the end of the Negotiations. This clause 4 shall survive termination of the Contract.
5. Your Obligations
5.1 You will pay the Remuneration due to the Broker in a timely fashion and in accordance with clauses 9 and 11 below.
5.2. 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, counteroffers and representations made during negotiations and (iii) to agree a Fixture on their behalf.
5.3 Where Services are provided to You, 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.
5.4 You will provide the Broker with all information and instructions necessary for the performance of the Services and You will be responsible for the accuracy of such information and instructions. Where actions need to be taken by a certain time (such as reply times during Negotiations) you will ensure the Broker has sufficient time prior to expiry of the relevant time limit to process and forward such messages as required.
5.5 If the Broker has asked You to use specific e-mail addresses for messages then You undertakes to use those e-mail addresses. In the event that You do not receive a prompt acknowledgement of receipt of time sensitive messages from the Broker, You undertakes to contact the Broker to confirm that such messages have been received by the Broker. The Broker will have no responsibility for a failure to take action in relation to information or instructions contained in a message unless it is sent to the correct address and has been acknowledged as received by the Broker.
5.6 You will take care to avoid misrepresentations occurring in Negotiations. You will carefully review all messages information and documents sent by 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 or correct misrepresentations which originate from your instructions or documents or other information provided by You.
5.7 The Broker does not warrant the accuracy of any invoice, amended invoice, payment demand, bank account, other remittance details or any amended details that it sends or forwards to You in the context of the Services, Post Fixture Services or otherwise and it is your obligation to carry out appropriate checks and conduct all necessary due diligence to verify that such invoice, amended invoice, payment demand, bank account or other remittance details are accurate and contain the correct payment information. The Broker will have no liability for any failure by You to take the due diligence and verification steps required by this sub clause 5.7.
5.9 You will indemnify the Broker and hold the Broker harmless against the consequences of any breach by You of any of your obligations as set out in these Terms and Conditions.
6. Sanctions, Money Laundering, Bribery, and Anti-Corruption
6.1 In addition to your obligations as set out in clause 5 of these Terms and Conditions, You warrant that at the date of the Fixture and throughout its duration:
6.1.1 You (which for this purpose of this clause 6 includes any affiliated company, owning company, group company, associated entity, or subsidiary) and any party to the Fixture are not subject to or in breach of any Sanctions; and
6.1.2 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 law, including but not limited in any way whatsoever to Sanctions and/or any legal provision relating to money laundering, bribery and/or corruption.
6.2 In the event that You become aware of any circumstance or occurrence which renders You and/or any other party and/or the Fixture in breach of this clause 6 You will forthwith advise the Broker and take all available steps to rectify the breach.
6.3 In the event that the Broker in its absolute discretion believes that the Services or the provision of the Services (or the Fixture or the performance of the Fixture) or should any of the parties and/or corresponding ultimate beneficial owners, vessels, places or cargoes named or listed or otherwise involved in the Fixture(s) be or become sanctioned by any regime that may affect the Broker and/or the Group, or the affiliated or subsidiary or associated or their agents, the Broker reserves the right to withdraw and cease all work, in all forms, from the subject fixture, and may by written notice terminate the provision of the Services immediately without any liability howsoever arising from such termination. For the avoidance of doubt, “withdraw and cease all work” includes, but is not limited to, negotiations, drafting, handling of correspondence, post box services, post fixture services, general broking advice and demurrage claims.
7. Post Fixture Services
7.1 If the Broker agrees to perform Post Fixture Services You must comply with any requirement required by the Broker including without any limitation whatsoever a requirement that You send operational and/or claims and/or claim documentation to a particular Operations/Post Fixture email address.
7.2 You must allow the Broker a reasonable time before expiry of any applicable time limit to receive and process any time sensitive message and/or claim.
7.3 If You do not receive a prompt and same day written confirmation from the Broker that it has received any time sensitive message and/or claim you must forthwith contact the Broker by telephone to confirm that the message and/or claim has been received and in the absence of and pending written confirmation of receipt the message and/or claim will be deemed to have not been received.
7.4 The Broker will have no liability for any failure to pass on any message and/or claim unless that message and/or claim has been sent to and acknowledged by the Broker in compliance with this clause 7 and in compliance with any other requirements stipulated by the Broker.
8. Market Reports
Market reports and/or commentary and/or other catalogues and/or circulars and/or literature etc. published by the Broker is for general information only and does 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 documents when concluding any Fixture or other contract or commitment.
9. The Broker’s Remuneration, Payment, and Interest
9.1 If the Remuneration payable to the Broker is recorded in a commission clause in a Fixture or in a specific commission agreement then it will be payable in accordance with that clause or agreement. The Broker will be deemed to have acted in reliance on that clause or agreement and assented to its terms.
9.2 If You are the party responsible for paying the Remuneration You undertake to make the payment or payments within the time specified by the Broker or in the absence of a specified time within 30 days of its becoming due and payable. If You are not the party responsible for paying the Remuneration You will before instructing the Broker identify which party is responsible to pay the Remuneration and You will provide any and all assistance required and requested by the Broker to ensure the party responsible for paying does so. If You do not identify the paying party and/or do not provide such assistance You will be liable jointly and severally with that party to pay the full amount of the Remuneration.
9.3 Nothing in these terms will prevent, limit or restrict the Broker from enforcing a clause or other clause conferring a benefit on it as a third party in accordance with the terms of the Fixture, if permitted by law to do so.
9.4 In the absence of any specific provisions in the Fixture(s) Remuneration is payable:
9.4.1 on voyage charters: on freight, deadfreight and demurrage. Freight shall include all items that comprise the freight rate.
9.4.2 on time charters: on the hire earned and paid under the time charter, on ballast bonuses and on the hire earned and paid under any continuation or extension of it.
9.4.3 on sale agreements: on delivery of the Ship and payment of the purchase price.
9.4.4 on new building contracts: as and when each stage payment is made.
9.5 You will not withhold payment of Remuneration pending resolution of unconnected matters.
9.6 Remuneration is exclusive of all taxes and duties, which will, where required, be payable in addition.
9.7 If the amount of Remuneration and/or the manner of its payment is not specifically agreed the Remuneration and manner of payment will be on a quantum meruit basis and in accordance with market practice.
9.8 If You fail to pay the Broker the Remuneration due within 30 days after any invoice for the Services is issued and sent to You and/or the Remuneration otherwise becomes due, You will, without limiting any other remedy available to the Broker, be liable to pay interest on the Remuneration from the date it became due at the rate per annum of 8% above the Bank of England’s base rate from time to time.
10. Limitation of Liability
THIS CLAUSE LIMITS THE BROKER’S LIABILITY TO YOU.
10.1 Nothing in these terms and conditions limits the Broker’s liability for (i) fraud or fraudulent misrepresentation and (ii) death or personal injury caused by the gross negligence of the Broker.
10.2 The Broker will, subject to the provisions of this clause 10, 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:
10.2.1 Loss of profits (whether direct or indirect loss), or interruption to business, loss of reputation and/or goodwill, loss of data, loss of use or indirect or consequential losses.
10.2.2 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.
10.2.3 Damage which was not solely caused by the act or omission of the Broker or which would have occurred in any event.
10.2.4 Any legal or other costs incurred in connection with any ancillary action You take against any third party as a result of the Broker’s breach and/or alleged breach of these Terms and Conditions.
10.3 The Broker’s total liability including costs and interest arising from or in connection with the Services shall in no circumstances exceed an amount equivalent to:
10.3.1 the amount of fees in fact paid to the Broker by You in respect of the particular Services (or, as relevant, the particular Fixture) in connection with which the claim arises, or
10.3.2 the maximum cap of the sum of USD 100,000 (One Hundred Thousand United States dollars).
10.4 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.
10.5 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, and any claim in respect thereof shall be extinguished, unless suit is brought and written notice of it given to the Broker within one (1) year of the end of performance of the Fixture or in the absence of a concluded Fixture one (1) year from the end of the Negotiations.
11. Cancellation
Should the Principals cancel the Fixture under which Remuneration has or would have been earned You will be liable at the date of the cancellation to pay the Broker the Remuneration which would, but for the cancellation, have been payable for the remaining period of the Fixture or for the 12 months following the cancellation, whichever is shorter.
12. Force Majeure
12.1 No party shall be liable to another party for the provision of Services for any failure to perform or delay in performance of its obligations if and in so far as and for so long as such performance is delayed or hindered by the other’s acts or omissions or for an event reasonably beyond the control of that party including wars whether or not declared, threat or preparation for war, armed conflict, imposition of sanctions, embargo, terrorist attacks, civil war, civil disturbances, riots, public disorder, acts of God including fire, flood, earthquake, windstorm or other natural disaster, epidemic or pandemic, any labour dispute including strike, lockout or industrial action (whether relating to its own employees or others), abnormally adverse weather conditions, natural disasters, destruction of machines, equipment or factories (“Force Majeure”).
12.2 Notwithstanding clause 12.1, an event of Force Majeure shall not, under any circumstances, excuse a payment obligation.
12.3 In the event that the circumstances constituting Force Majeure continue for an uninterrupted period of ninety (90) days, either party may terminate the Services immediately by giving written notice to the other party.
13. Miscellaneous
13.1 All intellectual property rights in or arising out of the Services belong to the Broker.
13.2 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.
13.3 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.
13.4 A waiver of any right or remedy under these Terms and Conditions is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
13.5 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14. 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 referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced and shall be before three (3) arbitrators, with each party appointing its own arbitrator and with the arbitrators so appointed appointing the third arbitrator save that where the dispute is for an amount less than USD100,000 it shall be resolved in accordance with the LMAA Small Claims Procedure.
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