Terms and Conditions 

The present terms and conditions apply to all dealings between the Client (as defined below) and Navatrade S.A., a company incorporated in Liberia with an established office in Greece,
at 3 Vasilissis Sofias street, Marousi (hereinafter the “Broker”), and will be effective in relation to the provision of Services (as defined below) by the Broker to the Client. These terms and conditions create a legally binding agreement between the Client and the Broker.

  1. Definitions 

In these terms and conditions the following definitions apply:

“Broker”: Navatrade S.A. and its affiliated businesses and companies, 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”: An agreement or agreements including but not limited to for the sale, purchase, construction or charter of a Vessel together with negotiations to enter such agreements.

“Negotiations”: Exchanges, whether verbal or in writing, in relation to the conclusion of a Fixture.

“Post Fixture Services”: Assistance with communications relating to 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 Vessel and any party guaranteeing the obligations of such a party. The principal may include You.

“Representative”: A person or company, including but not limited to a ship manager, chartering department, shipbroker or other agents, who is not a Principal but is involved in Negotiations on behalf of a Principal.

“Services”: The broking services, post-Fixture services or other services if so agreed in writing between the Broker and the Client.

“Vessel”: Any kind or type ship, vessel and/or equipment used or intended to be used for any purpose on, in or over water including without limitation rigs, jack ups, submersibles and barges.

“Client”: The party requesting Broker’s services or responding to Broker in relation to the provision of the Services. Where such party is acting as a Representative, references to the Client will additionally include the Principal.

The above definitions apply whether the defined words appear in the singular or plural form.

  1. Services covered by these terms
  1. The Broker will provide ship brokering services in relation to the Fixtures by introducing the Principals and facilitating the communication between them. 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.
  2. Unless specifically agreed in writing, the Broker will act solely as an intermediary in relation to the Fixtures and will not enter into any Fixtures arising from the Services as a Principal
  3. The Broker shall not be responsible for the performance or non-performance of the Principals’ obligations under the Fixtures.
  4. Unless otherwise agreed, the Services are provided on a Fixture by Fixture basis.
  5. If the Broker agrees to perform other 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 these terms and conditions. In the event of a conflict between the present terms and conditions and the specific provisions, the latter will prevail. 
  6. The Broker shall act as an agent for and on behalf of the Client in promoting the latter’s interests in the context of concluding Fixtures with another Principal and ensuring that he acts in a consistent and compatible manner with its professional obligations or code of conduct.
  7. The Broker may provide Post-Fixture Services if so agreed in writing between the Broker and the Client.
  1. Obligations of the Broker
  1. The Broker will perform the Services in accordance with the present terms and conditions.
  2. The Broker will perform the Services with the reasonable skill care, and diligence expected of a professional shipbroker.
  3. The Broker will comply with any applicable laws, rules, and regulations.
  4. In dealing with third parties, the Broker will take care to stay within the authority and instructions given by the Client and to avoid any misrepresentation.
  5. During negotiations, the Broker shall be responsible 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 the Client.
  6. If dealing with Representatives or other intermediaries rather than directly with a Principal, the Broker shall be dealing with such Representatives or other intermediaries in good faith as to the authority they possess but it shall not give a warranty as to that authority.
  7. If the Broker is acting directly for a Principal then the Broker warrants that it has the authority of that Principal.
  8. If at any time the Broker provides information in respect of a Principal, such as information regarding corporate structures or financial standing, it is understood and agreed that such information is provided in good faith but without guarantee by the Broker. 
  9. It is the sole obligation of the Principals to satisfy themselves of any counterparty risk and decide whether to enter a Fixture with the proposed counterparty and on what terms.

Unless otherwise agreed in writing the Broker shall not provide the Services on an exclusive basis and it is understood that the Broker may act as a shipbroker for other parties. If 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.  

  1. Confidentiality 

When the Client provides the Broker with information on a confidential basis or when it is expressly agreed that a Fixture is of confidential nature (in either case “Confidential Information”) the Broker is required to hold that Confidential Information in confidence and is not permitted to disclose it to any other party without prior Client’s consent. This obligation will not, however, extend to information which the Broker (i) already knew or learns through other sources not subject to the same obligation of confidentiality (ii) is or becomes public information to the market at large other than as a result of a breach of this obligation or (iii) is obliged to disclose pursuant to an order of a court or other such authority, or (iv) is given by the Client to the Broker in confidence but on the understanding that it may pass on to a third party. In all cases, such obligation of confidentiality shall be deemed to end 2 years after the end of a performance of the Fixture in question or, in the absence of a concluded Fixture, 2 years from the end of the Negotiations.

  1. Obligations to the Broker
    1. If the Client is a Principal it warrants that it has the full legal power to enter into the Fixture brought about by the Services. If the Client is acting as a Representative it warrants that it has 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 on a Fixture on their behalf.
    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 whether or not it is concluded via the Broker.
    3. The Client will provide the Broker with all accurate and complete information and with all instructions necessary for the performance of the Services. Where actions need to be taken by a certain time (such as reply times during negotiations) the Client will ensure that the Broker has sufficient time to forward such messages prior to the relevant time limit.
    4. In relation to Post Fixture Services if the Broker has asked the Client to use specific e-mail addresses for operational messages or claims then the Client will use those e-mail addresses. In the event that the Client does not receive a prompt acknowledgement of receipt of time-sensitive messages or claims documentation from the Broker, the Client undertakes to contact the Broker to confirm receipt. The Broker will have no responsibility for a failure to action a message or claims documentation unless it is sent to the correct address and acknowledged by the Broker.
    5. The Client will take care to avoid misrepresentations occurring in Negotiations. The Client will carefully review all messages sent or copied to the Client and promptly advise the Broker of any errors or misrepresentations. The Broker is not responsible for the consequences of a failure by the Client to review messages.
    6. The Client warrants that it does 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 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 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 your 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 immediately. In the event of such termination, the Broker will have no liability arising from such termination howsoever arising.
    7. The Client agrees to promptly pay the Broker’s fees and expenses in connection with any services provided by the Broker.

6. Market reports

The market reports or commentary produced by the Broker shall be solely provided for general informational purposes and not for use in relation to specific Fixtures. Such market reports do not constitute advice and nothing contained in such documents amount to a recommendation to enter or not to enter a Fixture. The Broker shall not be liable for any consequences that may result to any person, including the Client, purporting to have relied on such market reports.

7. Broker’s remuneration 

  1. The Broker’s remuneration will (unless otherwise 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 responsible for payment will be set out in the Negotiations.
  2. If the commission payable to the Broker is set out in a commission clause in a charter party or other agreement then the commission will be payable in accordance with that clause. The Broker will be deemed to have relied on the insertion of that clause and assented to the terms of the commission clause governing their right to commission.
  3. If the Client is the party agreed to be responsible for paying the commission, it undertakes to make the payment or payments. If the Client is not the party responsible for making the commission payment it expressly agrees to the making of provision for such commission in the Fixture.
  4. Nothing in these terms will 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.
  5. In the absence of any specific provisions in the commission clause on voyage charters commission is payable on dead freight and demurrage as well as on freight. Freight shall include all items that comprise the freight rate. On-time charter commission will be payable on the hire paid under the charter and any continuation or extension of the charter. The commission is payable on sums received by the Client as and when received and the Client will not withhold payment pending resolution of unconnected matters. Commission is exclusive of all taxes and duties.  Where freight is adjusted as a result of a bunker escalation clause, the commission is payable on the total (adjusted) freight.
  6. The other tasks in clause 2 above will be subject to the agreement of a specific fee between the Client and the Broker. The Broker will invoice the Client at the completion of the Services or at such other times and in such stages as may have been agreed. The Client will pay that fee within 30 days of the date of the invoice.
  7. If 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 market practice.
  8. Limitation of liability 
  1. The Broker’s liability for (i) fraud or fraudulent misrepresentation (ii) death or personal injury caused by the negligence of the Broker, shall not be limited by anything in these terms and conditions.
  2. The Broker will, subject to the provisions of this 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. 
  3. The Broker shall not be liable for:
    1. Loss of profits, business interruption, reputational damage, indirect or consequential losses.
    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.
    3. Damage that was not solely caused by the act or omission of the Broker or which would have occurred in any event.
    4. The Broker’s total liability arising from or in connection with the Services shall in no circumstances exceed the sum of USD500,000.
    5. The exclusions and/or limitations set out in this clause shall apply whether the claim against the Broker is bought in contract, tort (including for negligence) breach of statutory duty or for any other cause whatsoever.
    6. Any claim against the Broker must be made in writing and notified to the Broker within 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 one year of the end of a performance of the Fixture or, in the absence of a concluded Fixture, 1 year from the end of the Negotiations.

9. Force Majeure 

    1. Neither the Client nor the Broker shall be liable for any failure to perform or delay in performing their obligations hereunder if and to the extent that such performance is delayed or prevented by the other’s acts or omissions, or by circumstances beyond their reasonable control that constitute a force majeure event such as strikes, lockouts, fire, flood, explosion, natural catastrophe, military operations, riot, war, terrorism, adverse weather conditions etc.
    2. In any case, even in the above scenarios, a force majeure event shall not excuse any payment obligation of the Client towards the Broker.

10. Termination of the Agreement

  1. Without prejudice to its other rights of termination in law and to claim damages, the Broker shall be entitled to terminate the present agreement with immediate effect and without any liability whatsoever by giving written notice to the Client where: 
  • A material breach has been committed by the Client of any term of the present terms and conditions;
  • The Client has failed to remedy a breach which is capable of being remedies within 5 working days;
  • The Client has failed to make payments to the Broker;
  • The Client has a change of control;
  • The Client is facing financial difficulties leading to winding up, liquidation, administration or other similar procedure.
  1. If the agreement is terminated or cancelled whether under the provisions of this Clause or otherwise howsoever by the Broker or by the Client: 
  • The Client will pay the Broker all fees earned and recoverable costs incurred in respect of the Services performed up to the date of the termination or cancellation (as applicable) of the Services. 
  • The Client will in addition pay any reasonable costs and/or expenses incurred by the Broker as a result of the termination or cancellation (as applicable). 
  • Thereafter the Client will 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.

11. Notices

Any notice to be given hereunder or otherwise in relation to the Services shall be in writing and shall be deemed to have been duly given if sent or delivered:

  • to the party concerned at such address as the party may from time to time notify in writing or 
  • to the correct facsimile number or 
  • to the electronic mail address (as notified by the receiving party) 

and shall be deemed to have been served, if:

  • sent by first class post, 48 hours after posting 
  • in the case of a facsimile transmission on the following day or
  • in case of electronic mail on the same date.

12. Miscellaneous

  1. All intellectual property rights in or arising out of the Services belong to the Broker.
  2. The Broker has a general lien on all documents in its possession or control for all sums due from the Client to the Broker whether arising out of the Fixture or otherwise.
  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.
  4. The Broker reserves the right to amend these terms and conditions at any time. 
  5. The present terms and conditions, together with any written agreement between the Broker and the Client, constitute the entire agreement between the parties and any other terms or conditions proposed by you will not form part of the agreement unless agreed to in writing by us.

13. Jurisdiction and law

These terms shall be governed by and construed in accordance with the laws of England and Wales and any dispute arising from these terms and conditions shall be subject to the exclusive jurisdiction of the English Courts.