CONTACT
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Athens
representative office
250-254 Kifisias Avenue
15231 Chalandri
AthensSwitchboard:
+30 210 67 74 086 -
Hong Kong
representative office
F AXA Southside, 38 Wong
Chuk Hang Road
Hong KongSwitchboard:
+85 239639337 -
Dubai
representative office
Office No.504, The Dome,
Cluster N, Jumeirah Lake
Towers, Dubai, UAE.Switchboard:
+97 144337958
we are Allegiant to our principals interests
Athens
representative office
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Sale & Purchase:
snp@allegiantship.com -
Newbuildings:
newbuildings@allegiantship.com -
Capesize:
cape@allegiantship.com -
Panamax Post Panamax:
pmax@allegiantship.com -
Handy – Ultramax:
handy@allegiantship.com -
Demolition:
snp@allegiantship.com
Geneva
representative office
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Panamax Post Panamax:
pmax@allegiantship.com -
Handy – Ultramax:
handy@allegiantship.com
Hong Kong
representative office
-
Panamax Post Panamax:
pmax@allegiantship.com -
Handy – Ultramax:
handy@allegiantship.com
Dubai
representative office
-
Panamax Post Panamax:
pmax@allegiantship.com -
Handy – Ultramax:
handy@allegiantship.com
TERMS & CONDITIONS
Standard Terms & Trading Conditions
The following terms and conditions apply to all dealings between the Client and the Broker and will be effective whenever a Client requests the Broker to provide Services or the Client responds to the Broker in relation to the provision of Services. These terms and conditions create a legally binding agreement between the Client and the Broker (Broker, Client and Services are defined below). By accessing or using the services provided by the Broker, including visiting the website or engaging in communications regarding Services, the Client agrees to be bound by these Terms and Conditions. If the Client does not agree, they must cease all use of the Broker’s services and the website immediately. Continued use of the website or services constitutes acceptance of any revised amendments to these Terms.
1. Definitions
The following definitions apply in the present terms and conditions:
Broker means ALLEGIANT (Shipping) Ltd., of Trust Company Complex, Ajeltake Road, Alejtake Island, Majuro, Marshall Islands, MH96960, having a branch office established in Greece under l.27/75, as amended and in force, being at 250-254 Kifissias Ave., Chalandri 152 31 Greece including all related and affiliated entities and companies within the ALLEGIANT group, collectively or individually, as applicable.
Client means the party requesting the Broker’s services or responding to the Broker in relation to the provision of the Services. Where such a party is acting as a Representative, references to the Client shall additionally include the Principal.
Company: the company of the Broker which shall have been requested to provide Services by the Client or to which the Client shall have responded in relation to the provision of Services.
Fixture means a contact or contracts, including but not limited to for the sale, purchase, construction, demolition, towage, or charter of a Ship, including voyage, contracts of affreightment, time and bareboat charter together with negotiations to enter into 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.
Principal means 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 the Client.
Representative means 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 means the services referred to in Clause 2 of the present terms and conditions.
Sanction(s): any and all sanctions imposed by the United Nations, the European Union, the United Kingdom, the United States of America (including its Office of Foreign Assets Control (“OFAC”)), Greece or any other national government or competent authority.
Ship means 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.
The above definitions apply whether the defined words appear in the singular or plural form.
2. Services
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, upon the Client’s request. The Company may, at its sole discretion, provide the Services to the Client by or together with another affiliated or related member of the Group. In such circumstances, the Client agrees that such other member of the Broker shall have the benefit and protection of these Terms and Conditions to the same extent as the Company. Where the Client is a Representative, the Principal for which the Representative is acting shall have the same rights and be bound by the same obligations of these Terms and Conditions to the same extent as the Representative.
2.2 Unless specifically agreed in writing, the Broker will act solely as an intermediary in relation to Fixtures and is not responsible for the performance or non-performance of Fixtures by Clients.
2.3 Unless otherwise agreed, the Services are provided on a Fixture by Fixture basis.
2.4 The Broker may agree to perform additional 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 the present terms and conditions. In the event of, and only to the extent of, a conflict between these terms and conditions and any specific provisions, the latter shall prevail. Otherwise, the present terms and conditions, including those as to limitation of liability, shall 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 make every effort to stay within the mandate provided by the Client 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. The obligation applies both to passing communications to and from the Client.
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 structure or financial standing, it is understood and agreed that, as far as the Broker is concerned, 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 (a) to enter a Fixture with the proposed counterparty and on what terms, (b) assess and ensure for themselves the validity, binding nature or enforceability of a Fixture or any relevant security, (c) seek or obtain security in connection with a Fixture, if they consider it necessary, (d) assess and ensure the status or standing, creditworthiness, ability to perform and good faith of the proposed counterparty and exercise their due diligence to wholly satisfy themselves of any counterparty risk.
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 authorized by each Principal in turn.
4. Confidentiality
Where the Broker is given information identified by the Client as being 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 the Client. However, this obligation will not extend to information, (i) which was already known or becomes known to the Broker through other sources, not subject to such a confidentiality obligation; (ii) which 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 equivalent authority. In all cases, such obligation for confidentiality shall be deemed to end one (1) year after the end of performance of the Fixture in question or the absence of a concluded Fixture one (1) year from the end of the Negotiations.
5. Obligations of the Client
5.1 In case the Client is a Principal, the Client hereby warrants that they have full legal power to enter into the Fixture brought about by the Services. If the Client is acting as Representative, the Client warrants that they have the Principal’s authority (i) to accept the present 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.
5.2 Where Services are provided, the Client is deemed to have engaged the Broker in relation to any Fixture that arises in connection with those Services, regardless of whether such Fixture is concluded via the Broker.
5.3 The Client will provide the Broker with all information and instructions necessary for the performance of the Services. The Client will take all reasonable care to ensure that any information and instructions provided to the Broker is accurate and complete in all respects and confirm that the Broker can rely upon such information and instructions for the purposes of and in connection with the Services. In the event that there is any change to any information or instructions provided to the Broker, the Client will notify the Broker immediately. Where actions need to be taken by a certain time (such as reply times during negotiations), the Client will ensure the Broker has sufficient time to forward such messages prior to the relevant time limit.
5.4 Regarding Post Fixture Services, the Client shall use a designated e-mail address for operational messages or claims, provided always that the Broker has made such request and provided such e-mail address. If an acknowledgement of receipt of time-sensitive messages or claims documentation is not received promptly from the Broker, the Client undertakes to contact the Broker to confirm such receipt. The Broker shall not be held responsible for failure to act on a message or claims documentation, unless same is sent timely to the designated e-mail address and is duly acknowledged by the Broker.
5.5 The Client shall make every effort to avoid the occurrence of any misrepresentation during Negotiations. To this effect, the Client shall carefully review all messages sent or copied to them and promptly advise the Broker of any errors or misrepresentations. The Broker shall not be held responsible for any consequences arising from failure of the Client to review messages.
5.6 The Client warrants at all times during the term of this Agreement that they are not aware 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) any Sanctions; or (ii) any sanctions imposed by any national government having authority over the Client, the Broker, a Representative or a Principal, (ii) laws relating to money laundering, bribery and corruption. The Client will promptly and fully inform the Broker of any such reason that comes to their attention. In the event that the Broker, in their absolute discretion, believes that the Fixture of the provision of the Services may infringe or risk infringing such laws or otherwise expose the Broker to the risk of penalties under 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.
5.7 The Client warrants that all information provided to the Broker is accurate, truthful, and complete. The Broker reserves the right to verify any information provided and may refuse to provide Services or terminate this Agreement if the Client’s information is found to be false or misleading, without prior notice or liability.
5.8 The Client agrees to use the Broker’s services only for lawful purposes and in compliance with all applicable laws and regulations. Any breach of this obligation shall entitle the Broker to terminate the Agreement and seek indemnification for resulting damages.
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. The Broker shall not be liable for the consequences of any person, including the Client, purporting to rely on such market reports.
7. Broker’s Remuneration
7.1 The Broker’s remuneration on Fixtures will be in the form of a brokerage commission on the freights, hires and purchase prices, as the case may be, unless otherwise agreed in writing. 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 shall 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 In case the Client is the party responsible for paying the commission, the Client undertakes to make the payment or payments promptly. In case the Client is not responsible for making the commission payment, the Client hereby expressly agrees to making such a commission provision in the Fixture.
7.4 Nothing in the present terms shall 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, the following shall apply: (i) on voyage charters, commission shall be payable on deadfreight and demurrage, as well as on freight which shall include all items that comprise the freight rate; (ii) On time charters, commission shall be payable on the hire paid under the charter and any continuation or extension thereof; (iii) On sale and purchase agreements, commission shall be payable on delivery of the vessel and payment of the purchase price; (iv) On new building contracts, commission shall be payable as and when each stage payment is made as per contract terms; (v) Commission shall be payable on sums received by the Client as and when received and Client may not withhold payment pending resolution of matters unconnected to the Broker; (vi) Commission is exclusive of all taxes and duties.
7.6 Any additional tasks as per Clause 2.4 above shall be subject to an agreement regarding a specific fee between Client and Broker. The Broker will invoice the Client at completion of the Services or at such other times and in such stages as may have been agreed. Unless otherwise agreed, the Client shall pay this fee within thirty (30) days from the date of the invoice.
7.7 In case 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 current market practice.
8. Limitation of Liability
THIS CLAUSE LIMITS THE BROKER’S LIABILITY TOWARDS THE CLIENT.
8.1 Nothing in the present terms and conditions may limit the Broker’s liability for (i) fraud or fraudulent misrepresentation, or (ii) death or personal injury caused by the negligence of the Broker.
8.2 The Broker shall, subject to the provisions of Clause 8, be liable to the Client 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 shall 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 Broker’s total liability arising from or in connection with the Services shall in no circumstances exceed the sum of One Million United States Dollars (US $ 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 or legal basis whatsoever.
8.5 Any claim against the Broker must be made in writing and notified to the Broker within fourteen (14) days of the date on which the Client 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 six (6) months of the end of performance of the Fixture or, in the absence of a concluded Fixture, six (6) months of the end of the Negotiations.
8.6 The Client agrees to indemnify and hold harmless the Broker, its affiliates, officers, employees, agents, and representatives from all claims, losses, liabilities, damages, costs, and expenses (including legal fees) arising from:
(i) Any breach of the Client’s warranties, representations, or obligations under these Terms;
(ii) Any unauthorized or unlawful use of the Broker’s Services by the Client;
(iii) Any third-party claims related to the Client’s use of the Services, including infringement of intellectual property or other rights.
8.7 The Broker disclaims all warranties, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. The Broker does not guarantee uninterrupted or error-free access to its Services or the website and shall not be liable for any damage caused by software incompatibility, viruses, or other harmful code.
8.8 The Broker shall not be liable for any claims arising from reliance on third-party content or services linked to or referenced on the Broker’s website.
9. Termination
9.1 The Broker shall be entitled to terminate any agreement for Services with the Client with immediate effect and without liability by giving written notice to the Client if:
9.1.1. The Client commit any material breach of any term of the agreement (or, if such breach is capable of remedy, if the Client fail to remedy such breach within fourteen (14) days of receipt of a written request from the Broker);
9.1.2. The Client fail to pay any amount due under the agreement on the due date for payment; or
9.1.3 The Client are unable to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or any equivalent or similar act, process or proceedings under any applicable law.
9.2 Upon termination, for any reason whatsoever, the Client shall pay the Broker all fees and/or commissions earned and costs incurred in respect of the Services performed up to the date of the termination of the Services, together with such reasonable costs and/or expenses incurred by the Broker as a result of the termination of the Services. The Client will thereafter remain liable to pay to the Broker any fees which become due and payable after the date of termination of the Services in respect of any Fixtures which were concluded on or before the date of termination and/or which arise after the date of termination of the Services following performance of the Services prior to the date of termination of the Services. Any accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
10. Miscellaneous
10.1 All intellectual property rights in or arising out of the Services belong to the Broker. The Broker’s website, services, and all materials contained therein are the exclusive property of the Broker and are protected by intellectual property laws. The Client agrees not to reproduce, distribute, display, or create derivative works from any content or materials on the website without the Broker’s prior written consent. Unauthorized use for commercial purposes is strictly prohibited.
10.2 The Broker has a general lien on all documents in their possession or control for all sums due from the Client to the Broker, whether arising out of the Fixture or otherwise.
10.3 If a court finds that any provision of the present 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.
10.4 The Broker reserves the right to amend these Terms and Conditions at its sole discretion. Amendments relating to legal compliance, security, or urgent operational matters shall take effect immediately upon posting. All other changes shall become effective fourteen (14) calendar days after posting. Continued use of the Broker’s Services or website following such changes shall constitute acceptance of the revised Terms. Clients are encouraged to review the Terms regularly.
11. Jurisdiction and Law
The present terms and conditions and any non-contractual obligation connected therewith 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.