Mercury Shipbrokers

head office:
16121 Genoa (Italy)
Piazza della Vittoria, 10/1

ph. +39 010 56 06 400
fax +39 010 55 36 476
snp@bravotankers.com



Via Casa Rota 33
80063 Piano di Sorrento (Na) Italy
Sorrento office:

ph. +39 081 42 88 119
snp@bravotankers.com
(General – S+P)
dry@bravotankers.com
(Dry Cargo Chartering)


TERMS AND CONDITIONS

These terms and conditions apply to all dealings bet ween 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”      Bravo Tankers SPA, Italy

“Fixture”      A contract or contracts including but not limited to for the sale, purchase, construction, towage or charter of a Sh ip 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 communica tions, operational matters and claims 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 in cluding 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 Servic es. 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 su ch Post Fixture Services as may be agreed or provided by the Broker.

2.2 Unless specifically agreed in writing the Broker w ill act solely as an intermediary in relation to Fixtures and will not enter any Fixt ures arising from the Services as a Principal. The Broker is not responsible for the performance or non per formance of Fixtures or Principals.

2.3 Unless otherwise agreed the Services ar e provided on a Fixture by Fixture basis.

2.4 The Broker may also agree to perform other ta sks 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 a nd 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 ca re to stay within the authority given by You and to avoid misrepresentation.

3.3 During negotiations the Broker 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 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 autho rity 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 informat ion in respect of a Principal, including but not limited to information regarding corp orate structures or financial sta nding, 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 themselv es of any counterparty risk and decide whether to enter a Fixture with the proposed c ounterparty and on what terms.

3.7 Unless otherwise agreed in writ ing 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, counter offers 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 Y ou 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 confid ence 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 kn own to the market generally other than as a result of a breach of this obligation or (iii) which the Br oker is obliged to disclose pursua nt to an order of a court or other such authority. In all cases such obligation of conf identiality 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 wa rrant that you have full legal po wer 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 cond itions on their behalf and (ii) to make all offers, counteroffers and representations made during negotiati ons 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 Servic es whether or not it is concluded via the Broker.

5.3 You will provide the Broker with all in formation 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 suffi cient time to forward su ch messages prior to the relevant time limit.

5.4 In relation to Post Fixture Services if t he 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 und ertake to contact the Broker to confirm re ceipt. The Broker will have no responsibility for a failure to action a message or claims documentatio n unless it is sent timely to the correct address and acknowledged by the Broker.

5.5 You will take care to avoi d misrepresentations occurring in Negotiations. You will carefully review all messages sent or copied to You and pr omptly 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 r eason why the Fixture could be unlawful or which could render the provision of the Services by the Br oker 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 y our 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 i mmediately. 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 commentar y these are provided for general information only and not for use in relation to specific Fixtures. Su ch 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 re muneration will (unless otherwis e 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 re sponsible for payment will be se t 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 payab le 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 cl ause governing their right to commission.

7.3 If You are the party agreed to be respon sible 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 ma king of provision for such commission in the Fixture.

7.4 Nothing in these terms will prevent the Brok er from enforcing a commission clause or other clause conferring a benefit on them as a third part y in accordance with the terms of the Fixture.

7.5 In the absence of any specific provisio ns 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 continuat ion or extension of the charte r. 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 w ill 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 co mpletion of the Services or at such other times and in such stages as may have been agreed. You will pa y that fee within 30 days of the date of the invoice.

7.7 If the amount of commission or fee and/or the ma nner 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 limit s the Broker’s liability for (i) fraud or fraudulent misrepresentation (ii) death or personal inju ry 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 perfor m the Services with the reasona ble 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 prevent ed 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 ar ising from or in connection wi th the Services shall in no circumstances exceed the sum of USD 1,000,000

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 oug ht to have become aware of the circumstances giving rise to the claim and any claim not so not ified shall be deemed waived and time barred. The Broker shall in any event be discharged of all liabilit y arising out of the Servic es unless suit is brought and written notice of it given to the Broker within o ne year of the end of performance of the Fixture or in the absence of a concluded Fixture 1 y ear from the end of the Negotiations.

9. Miscellaneous

9.1 All intellectual property rights in or arisin g out of the Services belong to the Broker.

9.2 The Broker has a general lien on all document s in its possession or control for all sums due from You to the Broker whether arisi ng out of the Fixture or otherwise.

9.3 If a court finds that any provision of t hese terms and conditions is invalid, illegal or unenforceable, that provision shall, to the mini mum 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 ac cordance with the laws of England and Wales and any dispute shall be subject to the excl usive jurisdiction of the English Courts.