Our Terms and Conditions of Business
Our following below terms and conditions of ICSHIP shall apply to all dealings between you as a Client and ICSHIP, and will be effective whenever and wherever you as a Client may request ICSHIP to provide Services or Client respond to ICSHIP in relation to the provision of Services. These Terms and Conditions of Business create a clear legally binding agreement between you as Client and ICSHIP (Client, ICSHIP and Services are all defined in writing below) and any of the below definitions do also apply whether the defined words appear in the singular or plural form. Please also note that your full attention is specifically to be drawn to the provisions of these Terms and Conditions of Business that limit ICSHIP’s liability.
1. Definitions in our terms and conditions
In these below terms and conditions, the following definitions to apply:
“ICSHIP” – Meaning the company:
International Cooperation of Shipbrokers Aps
Dk – 6000 Kolding.
VAT no.: DK39181746
“IC Shipbrokers” is also being used as our brand name.
“Client” – Meaning the party requesting ICSHIP’s services or responding to ICSHIP in relation to the provision of the Services. Where such party is acting as a Representative reference to You will additionally also include the Principal.
“Principal” – Meaning a party to a Fixture including an owner, seller, buyer, builder or time- and/or bareboat charterer of a ship and any other party guaranteeing for all the obligations of such a party. Principal may include You.
“You” – Meaning the party requesting ICSHIP’s services or responding to ICSHIP in relation to the provision of the Services. Where such party is acting as a Representative reference to You will additionally include the Principal too.
“Representative” – Meaning a person or a company, including but not limited to a ship manager, chartering department, shipbroker or other agent, who is not a Principal but is involved in any kind of negotiations on behalf of a Principal.
“Negotiations” – Meaning all exchanges and messages, whether verbal or in writing, in relation to concluding a Fixture.
“Fixture” – Meaning a contract or contracts, including but not limited to, for the sale, purchase, construction or charter of a ship together with negotiations to enter into such contracts.
“Post Fixture Services” – Meaning assistance with communications relating to operational matters arising from the performance during and after a Fixture.
“Services” – Meaning the Services referred to in clause 2 of these terms and conditions.
2. Services covered by our Terms and Conditions of Business
2.1 ICSHIP will solely act as a shipbroker in relation to any Fixture concluded. The role of ICSHIP is to introduce Principals. After introduction ICSHIP 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 ICSHIP after a Fixture.
2.2 Unless specifically agreed in writing ICSHIP will act solely as an intermediary in relation to Fixtures and will not enter any Fixtures arising from the Services as a Principal. ICSHIP is not responsible for the performance or non-performance of Fixtures or Principals.
2.3 Unless otherwise agreed in writing the Services are provided on a Fixture by Fixture basis only.
2.4 ICSHIP may from time to time also agree to perform other tasks such as providing ship valuations and/or specific market research. Such tasks may be subject to specific provisions (as an example such as the wording of a valuation certificate) in addition to these Terms and Conditions of business. In the event of, and only to the extent of, a conflict between these Terms and Conditions of business and the specific provisions the latter will prevail. Otherwise these Terms and Conditions of Business, including those as to limitation of liability, will fully apply.
3. Obligations of ICSHIP
3.1 ICSHIP will perform the Services with the knowledge, reasonable skill and good care expected of a professional shipbroker, and as per our Terms and Conditions of Business in line with applicable law as per clause 11 below.
3.2 In dealing with others ICSHIP will take fully care to stay within the authority given by You and to avoid any kind of misrepresentation.
3.3 During Negotiations ICSHIP undertakes to pass on offers, counteroffers and other such communications very accurately and in a proper timely manner. This obligation applies both to passing any communications to and from You.
3.4 It is understood that ICSHIP may be dealing with Representatives or other intermediaries rather than directly with a Principal. In such cases ICSHIP is dealing with such Representatives or other intermediaries in good faith as to the authority they possess but ICSHIP does not give a warranty as to that specific authority.
3.5 If ICSHIP is acting directly for a Principal then ICSHIP warrants that ICSHIP has the authority of that Principal. If at any time ICSHIP provides information in respect of a Principal, including but not limited to information regarding to company structures or financial standing, it is understood and agreed that in relation to ICSHIP any such information is provided in good faith only but without guarantee. It is the obligation of the Principal solely to decide whether to enter a Fixture with the proposed counterparty and on what terms.
3.6 Unless otherwise agreed in writing the Services are not provided on an exclusive basis and thereby it is understood that ICSHIP may act as a shipbroker for other parties in relation to the same or other Fixtures. In the event ICSHIP is dealing directly with two Principals in relation to the same Fixture ICSHIP’s duties will be to pass on offers, counteroffers and other such communications very accurately and in a proper timely manner as authorized by each Principal in turn. You recognize that ICSHIP may be the sole broker in a transaction and agree that ICSHIP is under no obligation whatsoever to specifically disclose that fact.
Where ICSHIP is given information stated by You to be on a private and confidential basis or it is expressly agreed that a Fixture is private and confidential (in either case “Private and Confidential Information”) ICSHIP will hold that Private and Confidential Information in confidence and will not disclose it to any other party without any prior permission from You. This obligation will not however extend to information which (I) was already or becomes known to ICSHIP through other sources not subject to such an obligation of confidentiality (II) is or becomes known to the market generally other than as a result of a breach of this obligation or (III) which ICSHIP is obliged to disclose pursuant to an order of a court or other such authority, or (IV) is given by you in confidence but on the understanding that it is passed on to a third party. In all cases such obligation of confidentiality 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 done.
5. Obligations to ICSHIP
5.1 If You are a Principal you warrant that you have full legal power to conclude or enter into the Fixture brought about by the Services. If You are acting as a Representative You clearly warrant that you have the Principal’s authority (I) to accept these terms and conditions of business 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 You are deemed to have engaged ICSHIP in relation to any Fixture that arises in connection with or via those Services whether or not it is concluded via ICSHIP. You will provide ICSHIP with all the information 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 ICSHIP has sufficient time to forward such messages prior to the expiration of the relevant time limit.
5.3 In relation to Post Fixture Services if ICSHIP has asked you to use specific e-mail addresses for any operational messages or claims then You will use those e-mail addresses given. In the event, that you do not receive a prompt acknowledgement of receipt of any time sensitive messages or claims documentation from ICSHIP, then you in writing to undertake to contact ICSHIP to confirm the receipt. ICSHIP will have no responsibility for a failure to any action a message or claims documentation unless it is sent to the correct address and clearly acknowledged in writing by ICSHIP.
5.4 You will take good care to avoid any misrepresentations occurring in Negotiations. You will carefully review all messages sent or copied to You and promptly advise ICSHIP of any errors or misrepresentations. ICSHIP is not responsible for the consequences of a failure by You to review the messages.
5.5 You warrant that You do not know of any reason why the Fixture could be unlawful, or which could render the provision of the Services by ICSHIP in breach of any possible relevant law, including but not limited to (I) sanctions imposed by the United Nations, European Union, The United States of America, China, Russia or any national government having authority over You, ICSHIP, a Representative or a Principal (II) laws relating to any money laundering, bribery and corruption. You will promptly and fully inform ICSHIP of any such reason that comes to your attention and at hands. In the event, that ICSHIP in their absolute discretion believes that the Fixture or the provision of the Services may infringe any such laws they may by written notice terminate the Services immediately and instantly without warning. In the event of such termination ICSHIP will have no liability arising from such termination howsoever arising.
6. Market Reports
In the possible event that ICSHIP publishes any 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 and ICSHIP has no liability whatsoever for the consequences of any person, including You, to fully rely on such market reports.
7. Revenue of ICSHIP
7.1 On all Fixtures the revenue of ICSHIP will (unless otherwise specifically agreed in writing) be in the form of a commission on the freight, on the time charter hire or on the purchase price as the case may be. The level of commission payable and the party responsible for payment will be set out specifically during the Negotiations and in the Fixture.
7.2 If the commission payable to ICSHIP is recorded in a commission clause in a charter party or other agreement then commission will be payable in accordance with that clause. ICSHIP will 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 If You are the party agreed to be responsible for paying the commission you undertake to make the payment or payments. If You are not the party responsible for making the commission payment You expressly agree to the making of provision for such commission in the Fixture.
7.4 Nothing in these terms will prevent ICSHIP 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 on voyage charters commission is payable on dead freight, detention and demurrages as well as on the freight. Freight shall include all items that comprise the freight rate. On time charters commission will be payable on the hire paid under the time charter and any following additional continuation or extension of the time charter. Commission is payable on sums received by You as and when received and You will not withhold payment pending resolution of any unconnected matters. Commission is exclusive of all taxes and duties. Where freight is adjusted, as an example as the result of a bunker escalation clause, the commission is payable on the total final (and adjusted) freight.
7.6 Unless otherwise agreed in writing, the Client shall pay all invoices submitted by ICSHIP within 30 (thirty) running days of each invoice date without set-off, deduction, counterclaim or discount and notwithstanding the existence of any claim or dispute including but not limited to any disputes in respect of off-hire, demurrage and breach of contract claims between the Client and any Principal or any other party. if the Client fails to make any payment due to ICSHIP under the Fixture by the due date for payment, ICSHIP shall have the right to charge interest on the overdue amount at the rate of 5% (per cent) per annum above the then current Sydbank A/S base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount.
7.7 ICSHIP has a general lien on all documents in its possession or control for all sums due from You to ICSHIP whether arising out of the Fixture or otherwise.
7.8 The tasks in clause 2.4 above will be subject to the agreement of a specific fee and/or reasonable commission between You and ICSHIP in accordance with market practice. ICSHIP will invoice You at the completion of the Services or at such other times and in such stages as may have been agreed. You will pay that fee within 30 (thirty) running days of the date of the invoice.
8. Limitation of Liability
THIS CLAUSE SPECIFIC LIMITS ICSHIP’S LIABILITY TOWARDS YOU, SO THE ATTENTION OF THE CLIENT IS PARTICULARLY DRAWN TO SAME.
8.1 Nothing in these Terms and Conditions of Business is limiting ICSHIP’s liability for (I) fraud or fraudulent misrepresentation (II) death or personal injury caused by the negligence of ICSHIP.
8.2 ICSHIP will, subject to the provisions of this clause 8, be liable to You for damage directly caused by the failure to perform the Services with the reasonable skill and good care expected of a professional shipbroker provided ICSHIP will never be liable for:
(I) Any possible loss of profits, loss of anticipated savings, business interruption or therefrom arising losses, loss of reputation, loss of goodwill, indirect or consequential losses.
(II) Any possible damage caused by any event or cause that ICSHIP was unable to avoid and/or the consequences of which could not have been prevented by the exercise of reasonable good diligence.
(III) Any possible damage which was not solely caused by the act or omission of ICSHIP or which would have occurred in any event.
8.3 ICSHIP’s total liability arising from or in any connection with the Services shall in no circumstances exceed the sum of SDR 25,000.
8.4 The exclusions and/or limitations set out in this clause shall apply whether the claim against ICSHIP is bought in contract, tort (including for possible negligence), breach of statutory duty or for any other cause whatsoever.
8.5 For the purposes of these Terms and Conditions of Business, any Force Majeure event means an event beyond the reasonable control of ICSHIP including, but not limited to, strikes, lock-outs or other industrial disputes (whether involving the workforce of ICSHIP or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of ICSHIP’s Clients, or Principals. ICSHIP shall not be liable to the Client as the result of any delay or failure to perform its obligations under these Terms and Conditions of Business as a result of a Force Majeure event.
8.6 Any claim against ICSHIP must be made in writing and notified to ICSHIP within 14 days of the date on which You became aware or thought 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. International Cooperation of Shipbrokers Aps 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 International Cooperation of Shipbrokers Aps within 183 running days of the end of performance of the Fixture or in the absence of a concluded Fixture 183 running days from the end of the Negotiations.
9. Meaning of writing or written
In the Terms and Conditions of Business any reference to writing or written includes e-mails, faxes, and other electronic communications including, but not limited to, SKYPE + WhatsApp + ICQ + Yahoo Messenger + QQ + MSN + SMS messaging via mobile phone + Linkedin + Facebook and social network media.
The entire access to and use of the ICSHIP website www.icshipbrokers.com is subject to these Terms and Conditions of Business. By You accessing and browsing on the ICSHIP website or downloading data, material, text, images, video or audio etc. from the ICSHIP website you accept without limitation or qualification to be bound by the Terms and Conditions of Business. ICSHIP may at any time revise these Terms and Conditions of Business. You are bound by such revisions and should therefore periodically visit the ICSHIP website to review the current Terms and Conditions of Business.
12. Jurisdiction and Law
These terms shall be governed by and construed in accordance with Danish law, and any dispute between a Client and ICSHIP shall be decided by the court of Kolding in accordance with Danish law only.
13.1 Any and all intellectual property rights in or arising out of the Services belong to ICSHIP and unless otherwise stated all contents of this website is © 2018 ICSHIP (see also point 9.).
13.2 If a court or any other competent authority finds that any provision of the terms and conditions of business (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the terms and conditions of business shall not be affected. If any invalid, unenforceable or illegal provision of the terms and conditions of business would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it fully legal, valid and then enforceable.
This version of ICSHIP Terms and Conditions of Business is dated 19.01.2018.