“Charter Haus AG General Terms and Conditions” as of 1st June, 2023

§1. Scope/Definitions

a. “Charter Haus AG General Terms and Conditions” are applicable for all entities and companies affiliated to Charter Haus AG incl. but not limited to Charter Haus AG, Switzerland; Charter Haus GmbH, Switzerland, Charter Haus Pte. Ltd., Singapore and Charter Haus Maritime GmbH, Germany.

b. “Charter Haus AG General Terms and Conditions” shall apply to any Service provided by Charter Haus AG or its affiliated companies including but not limited to Services provided or tasks performed as Chartering Broker, Sale & Purchase Broker, Booking Agent.

c. “Charter Haus AG General Terms and Conditions” are effective whenever any party (hereafter called “Principal”) calls upon Charter Haus AG or its affiliated companies, may that be actively requesting to provide Services or responds in relation to the provision of Services, whether in writing or verbally. 

d. “Principals” may be, but without limitation, ship owners, ship operators, carriers, charterers, sellers, buyers, suppliers, receivers, shippers, consignees, forwarders, ship brokers, port and liner agents, booking agents regardless if they act directly as the Principal and enter any contract as a counter party, or represent, book, or intermediate on behalf of, or have authority from, the Principal or any third party.

e. “Services” together means the Broking Services, Post Contract Services, Auxiliary Services, Account Processing Services, and the arranging of Third-Party Services

§2. Services

a. Unless otherwise agreed in writing, Charter Haus AG or its affiliated companies act as agent only on behalf of or for the account of the Principal, merely as an intermediary or booking agent and Charter Haus AG or its affiliated companies do not form a party to the contract. Unless otherwise agreed in writing, Charter Haus AG or its affiliated companies do not offer any Service as forwarder or liner agent and nothing herein shall be construed as if Charter Haus AG or its affiliated companies would offer Services as forwarder or liner agent. 

b. Any offers or bids submitted by Charter Haus AG or its affiliated companies are not binding until the Service has been finalized.

c. The provisions of the German Civil code (BGB) Article 181 shall not apply to
Charter Haus AG General Terms and Conditions of contract.

d. Unless otherwise agreed in writing, Charter Haus AG or its affiliated companies only provide Services on a non-exclusive basis. 

e. The Service is provided on a contract-by-contract basis and, unless otherwise agreed in writing, non-recurring.

§3. Rights of Charter Haus AG

Charter Haus AG or its affiliated companies are entitled to take all measures which appear necessary to perform the Services including but not limited to: 

a. Unless otherwise stated in writing, enter contracts with third parties in the name and for the account of the Principal.

b. The right to collect funds from any third parties for its Principal. Any transaction cost of currency exchange rate loss is for the account of the Principal.

c. Notwithstanding any other provisions of the Charter Haus AG General Terms and Conditions and/or the contract intermediated/booked by Charter Haus AG or its affiliated companies, Charter Haus AG or its affiliated companies have the irrevocable right to enforce any remuneration claims and/or payments including but not limited to the terms set out in §6 of Charter Haus AG General Terms and Conditions.

§4. Obligation of the Principal

a. The Principal warrants to have the legal power to enter or have authority to make representations on behalf of a third party to enter contractual obligations with Charter Haus AG or its affiliated companies or brought about by the Services provided by Charter Haus AG or its affiliated companies.

b. The Principal is obliged to enter into the contract in good faith and perform the contract with due diligence. All contract terms are to be met by the Principal(s).

c. The Principal will indemnify and hold Charter Haus AG and/or its affiliated companies harmless of any claim that arises under the Contract of Carriage.

d. The Principal shall direct all possible claims under the Contract of Carriage, including but not limited to non-performance of the shipment, to the Carrier and where the Principal is a Carrier and has a claim shall direct any claim towards the shipper or consignee. 

e. The Principal warrants to be aware, have fully understood and comply with the Terms and Conditions of the Carrier set out in the governing Bills of Lading. 

f. The Principal is obliged to provide Charter Haus AG or its affiliated companies with all information and instructions necessary and timely to perform the Service in a professional manner and the Principal is obliged to provide reasonable time to forward messages that contain a time limitation. 

g. The Principal is obliged to review all messages of Charter Haus AG or its affiliated companies and promptly advise Charter Haus AG or its affiliated companies of any errors or misrepresentations in any message sent by Charter Haus AG or its affiliated companies, particularly recaps and addenda stipulating contract terms.

h. The Principal shall direct all operational correspondence including claims under the Contract of Carriage, whether demurrage or otherwise, to the correct and designated operations e-mail address i.e.  liquidops@charter-haus.com for liquid bulk shipments, bulkops@charter-haus.com for dry bulk shipments and containers@charter-haus.com for any containerized shipment. 

i. In case Charter Haus AG or its affiliated companies do not promptly acknowledge the receipt of any sensitive message, may that be sensitive in terms of content or sensitive in terms of time limitations, it is the Principalsobligation to contact Charter Haus AG or its affiliated companies via a different means of communication (Cellphone, SMS, Messenger) to confirm receipt.

j. The Principal shall inform Charter Haus AG or its affiliated companies immediately and without delay in writing if any of its Service involves any cargo, goods or items which require special handling regarding their receipt, loading, discharge, storage, transport, or delivery, or for which notification or a permit is required. This shall specifically include, without limitation, dangerous goods as defined under the International Maritime Code for Dangerous Goods (IMDG Code). If such cargo, goods or items are misdeclared or undeclared by the Principal, regardless of if deliberately or by neglect, the principal must pay without delay for all costs and penalties incurred.

k. The Principal warrants that they will not involve Charter Haus AG or its affiliated companies in any transaction or trade, that is unlawful and/or violate statutory rules or regulations, including any economic, trade or financial sanctions imposed by the United Nations, European Union, The United States of America or any national government having authority over the Principal and/or violate any laws relating to money laundering, bribery or corruption (hereafter called collectively “sanctions”). Charter Haus AG or its affiliated companies shall be under no obligation to perform any Service or any parts thereof which violate the sanctions trade or where Charter Haus AG or its affiliated companies reasonably suspect to violate or will violate sanctions. The Principal is obliged to inform Charter Haus AG or its affiliated companies promptly and in detail if the Principal suspects or assumes any violation or future violation of sanctions. In the event that the Principal involves Charter Haus AG or its affiliated companies into any trade or transaction that are subject to sanction, Charter Haus AG or its affiliated companies have the right to terminate any contract or Service without any liability to them and the Principal indemnifies and hold Charter Haus AG or its affiliated companies harmless and will reimburse any and all expenses including but not limited to legal cost, fines and penalties, in connection with the violation of sanctions, whether or not Charter Haus AG or its affiliated companies have performed any Service, or parts of it. 

§5. Limitation of Liability
This clause limits Charter Haus AG’s or its affiliated companies’ liability to the Principal

a. Charter Haus AG or its affiliated companies or its employees will, subject to the provisions of this clause 5, be liable to the Principal for damage directly caused by the failure to perform the Services with the reasonable skill and care expected of a professional chartering broker, booking agent, sale & purchase broker, provided they arise out of an intentional or grossly negligent breach of its obligations under these terms and conditions or a culpable violation of its obligations resulting in personal injury or death. The burden of proof for intentional or gross negligence or a culpable violation resulting in personal injury or death lies with the Principal.

b. Charter Haus AG or its affiliated companies will expressly not be liable for:

i. Loss of profits, business interruption, loss of reputation, indirect or consequential losses or damages.

ii. Damage caused by any event or cause that Charter Haus AG or its affiliated companies were 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 Charter Haus AG or its affiliated companies or which would have occurred in any event.

iv. Claims in connection with or arising out of the Contract of Carriage including the Terms & Conditions of the Bills of Lading.  

v. Act of God / Force Majeure

c. Charter Haus AG or its affiliated companies’ total liability including cost and interest arising from or in connection with the Services shall in no circumstances exceed the sum of USD 1,000,000.00.

d. Charter Haus AG or its affiliated companies are neither liable nor do they provide any assurance for the performance, may that be financially or otherwise, of any third party or its Principals that Charter Haus AG or its affiliated companies have introduced or intermediated, may that be prior or after any contract conclusion. Charter Haus AG or its affiliated companies will not make any payment, or any parts thereof, to cover for any liability of third parties or its Principals, unless the third party or Principal has provided sufficient cover or collateral for the liability. 

e. Any background information provided, including but not limited to corporate structures or financials of any third party is provided in good faith but without guarantee and it is the Principal’s sole discretion and decision to enter into  contractual relationships with any third party introduced or intermediated by Charter Haus AG or its affiliated companies. 

f. Any Auxiliary Services provided by Charter Haus AG or its affiliated companies such as, but without limitation, to market reports, statistics, valuations, freight assessments are given as pure guidance and general information, are based on available information at the time and are subject to change without notice. Charter Haus AG or its affiliated companies do not guarantee accuracy or completeness. Auxiliary Services shall not be construed as a recommendation to enter or not enter a contract, an offer, bid or a solicitation of an offer. Charter Haus AG or its affiliated companies have no liability for the consequences to the Principal or any third party due to the auxiliary Services provided. 

g. Charter Haus AG or its affiliated companies will act within the authority provided by its Principal in good faith but does not give any warranties as to the authority of any counter party, representatives, or other intermediaries.
Charter Haus AG or its affiliated companies are not liable for any failure, fraud or misrepresentation of any Principal or other third party, especially other agents, brokers, intermediaries or representatives.  

h. Charter Haus AG or its affiliated companies are neither responsible nor liable for any claim(s) arising from the Principal’s failure or non-performance under the contract terms. 

i. Charter Haus AG or its affiliated companies are not liable nor responsible for any claim(s) arising from the Principal’s failure or non-performance of its obligations set out in §4 of the Charter Haus AG General Terms and Conditions.

j. The exclusions and/or limitations set out in this clause shall apply whether the claim against Charter Haus AG or its affiliated companies is bought in contract, tort (including for negligence) breach of statutory duty or for any other cause whatsoever.

k. Charter Haus AG or its affiliated companies are not liable for any omissions or claims that a principal or any third party may have under the contract of carriage or otherwise if the receipt of the respective correspondence has not been confirmed and acknowledged by Charter Haus AG or its affiliated companies and if the correspondence has not been directed towards the correct and designated e-mail address.

l. Any claim against Charter Haus AG or its affiliated companies must be made in writing and notified within 90 days of the date on which the party 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. Charter Haus AG or its affiliated companies 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 Charter Haus AG or its affiliated companies within one year of the end of performance of the contract or in the absence of a concluded contract one year from the end of the negotiation.

§6. Remuneration / Reimbursement

a. Charter Haus AG or its affiliated companies are entitled to a remuneration for their Services provided.

b. Unless otherwise agreed in writing, Charter Haus AG or its affiliated companies shall be entitled to renumeration payable by its principal of:

i. 2.5% commission fee on freight, demurrage, and dead freight with regards to voyage charterer contracts (including consecutive voyages and “COAs”)

ii. 2.5% commission fee on all money earned including but not limited to hire, ballast bonus, bunkers provided paid for by one principal to the other with regards to time charterer contracts and their continuations or extension.

iii. 1% a commission fee on the sales price of the vessel

iv. Unless otherwise agreed, the remuneration for booking Services as a booking agent is included in the rate and deemed accepted by the Principal once a rate is agreed between Charter Haus AG or its affiliated companies and the Principal.

v. As per agreement for any other Services provided.

§7. Copyright & Confidentiality

a. “Charter Haus AG” is a registered trademark and the sole property of Charter Haus AG. The use, or the use of the individual elements, is prohibited without prior written consent of Charter Haus AG. 

b. Any content or material produced including but not limited to the website, market reports, these Terms & Condition, statistics, valuations, and freight assessments, marked with the registered trademark or know to be produced by Charter Haus AG is the sole property of Charter Haus AG and its use is prohibited without prior written consent of Charter Haus AG.

c. Nothing herein provided shall grant, or shall be construed as granted, any right, title or interest in the registered trademark or any intellectual property rights in or arising out of the Services provided by Charter Haus AG or its affiliated companies, including but without limitation, to market reports, statistics, valuations, and freight assessments.

d. Any intermediated contract and all intellectual property in or arising out of the Services, including but not limited to market reports, statistics, valuations, and freight assessments provided by Charter Haus AG or its affiliated companies are not for publication, whether through the press or by other means and no part of it may be produced or transmitted on any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Charter Haus AG. 

e. Charter Haus AG has the sole distribution rights for all intellectual property. 

§8. Severability

If at any time any provision of this Agreement or any part thereof is or becomes invalid or unenforceable, then neither the validity nor the enforceability of the remaining provisions or the remaining part of the provision shall in any way be affected or impaired thereby. The Parties agree to replace the invalid or unenforceable provision or part thereof by a valid or enforceable provision which shall best reflect the Parties' original intention and shall to the extent possible achieve the same economic result.

§9. Assignability

The Parties may not assign or transfer any rights or duties under this Agreement.

§10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with English Law. Any dispute arising out of, or in connection with, this Agreement, including its existence and validity, shall be finally settled by English courts.