containerland chartering gmbh - where shipping meets chartering
latest update 27.11.2017
imprint/general terms and conditions
containerland chartering gmbh - imprint
containerland chartering gmbh
Focksweg 38c
21129 Hamburg/Finkenwerder
Germany

Fon +49.40.303 897-0
Fax +49.40.303 897-77
Email

commercial register
Commercial Court Hamburg
HRB 94616

managing director
Thøger Bering

vat identification number
DE 24 394 7280 (International)
47/712/00635 (Germany)

cautions and forward-looking statements
Internet pages, market information and market related releases, fixture reports or other reports, outlooks, presentations, audio and video files and any other documents on this website may contain, among other things, forward-looking statements that, if at all, only reflect Containerland's or its agents current views with respect to the future. The words "anticipate", "assume", "believe", "estimate", "expect", "intend", "may", "plan", "project" and "should" and similar expressions identify such forward-looking statements. Such statements are subject to risks and uncertainties, including, but not limited to: an economic downturn in Europe or North America; changes in currency exchange rates, interest rates and in raw material prices and/or other changes outside the sphere of responsibility of Containerland. In the event that such risks and uncertainties occur, actual results may be materially different from those expressed or implied by forward-looking statements, Containerland does not assume any obligation to update any forward-looking statement, which is only applicable as at the date on which it is made. Any liability in respect of any purported reliance placed on any cautions or forward looking statements, including misrepresentation, is expressly excluded by Containerland.

general terms and conditions

1. Definitions
‘Ancillary Services’ means any services performed by Containerland which are not considered to be Brokerage Services, including but not limited to market reviews, ship valuations, statistical and market information, agency services or any other support of the Parties’ business;

‘Brokerage Services’ means all and any services provided by Containerland, including but not limited to introducing the Parties, assisting as a channel for negotiations and/or providing any brokered services in connection with Vessels or Ancillary Services;

‘Charterer/s’ means any party who takes a Vessel on charter for a specified period from the Owner;

‘Client/s’ means any party requesting Brokerage Services or for whom Brokerage Services are provided; including but not limited to Owners and/or Charterers;

‘Commission’ means the remuneration and all and any other amounts payable to Containerland under a Contract;

‘Contract’ means the agreement entered into or negotiated between the Clients and the Owners/Charterers for which Brokerage Services or Ancillary Services have been supplied by Containerland;

‘Containerland’ refers to CONTAINERLAND Chartering GmbH, Focksweg 38c, 21129 Hamburg/Finkenwerder, Germany, (registered at HRB 94616 with the District Court of Hamburg) and any of its employees, managing directors or agents; further to affiliated companies and cooperation partners, if it is explicitly stated that these General Terms and Conditions should apply;

‘Information’ means, collectively, all and any information and documentation in any form (whether oral or in writing, whether in hard copy or in digital form) with regard to and in connection with any Brokerage Services or requests thereof, including but not limited to any technical and any operational details, Vessel names, types and details and/or scope of Brokerage Services and/or Ancillary Services, Clients/Owners/Charterers details, and/or relevant relationships with third parties, as supplied by the respective Clients/Owners/Charterers;

‘Owner/s’ means any registered or disponent owner, manager, operator, time charterer, bareboat charterer, or any other party having at the relevant time the ability to dispose of a Vessel when and in respect of which the Contract is concluded or negotiated ;

‘Parties’ means collectively to Clients and Owners/Charterers, and or each one as a ‘Party’;

‘Payments’ means all and any monies payable by Clients to Owners under a Contract (excluding any VAT or other taxes):

‘Vessel’ means all and any registered vessels and marine structures, whether self-propelled or not, including, but not limited to, jack-up rigs, platforms, ships, barges, CTVs or similar.

2. Scope and Application
These General Terms and Conditions apply to all and any Brokerage Services provided by Containerland for any Party, regardless of whether Containerland is constantly or occasionally engaged and irrespective of whether Brokerage Services are supplied via email, telephone, in person, fax or letter.

3. Characteristics and Scope of Services
(i.) Unless otherwise agreed expressly in writing, and subject to the provisions of this clause as set out at 3(ii) hereunder, the Brokerage Services supplied by Containerland consist solely of the forwarding of Information as defined herein between the Clients and Owners/Charterers (and vice-versa) relating to potential availabilities of a Vessel, as requested by the respective Party in connection with a particular Contract, voyage or other employment for the Vessel.

(ii.) Subject to clause 3(i), Containerland is under no circumstances to be understood as acting as agent or representative of any other party, nor will any obligations of Containerland arise vis-à-vis either Clients or any other third-party other than those relating to the forwarding of Information between the Parties with a view to bring the Parties together to offer the opportunity to enter into a Contract. In particular, Containerland does not warrant or guarantee the successful conclusion of an agreement between the Parties.

((iii.) Containerland is, however, allowed to enter into contracts with third parties in its own name or on behalf of the Client, if given permission in writing to do so by the Client.

4. Information
(i.) Containerland does not provide any guarantee or warranty whatsoever that the Information is correct and/or valid. It is the obligation of the Parties to check the accuracy and validity of the Information which is forwarded by Containerland.

(ii.) The Clients shall inform Containerland immediately and without delay in writing if the performance of the Contract will or could involve any items or goods which require special handling in regard to their receipt, loading, discharge, storage, transport or delivery, or for which notification or a permit is required. This requirement specifically includes, without limitation, dangerous goods as defined under the International Maritime Code for Dangerous Goods (IMDG Code).

(iii.) The Clients undertake to defend, indemnify and hold harmless Containerland against any and all consequences deriving from incorrect and/or invalid and/or incomplete Information and/or disregard of or non-compliance with clause 4 (i.) and 4 (ii.).

5. Commission and Expenses
(i.) Commission will be individually agreed on a case-by-case basis. However, in the event that no specific agreement has been reached regarding the percentage of commission payable, a minimum commission of 2.5 % on all Payments shall apply.

(ii.) Commission will accrue on the Parties entering into the Contract. A copy of the Contract is to be sent to Containerland upon demand. Once the Contract becomes valid and binding between the Parties, no further amendments to the remunerations clause are permitted that affect the position of Containerland. Further, any subsequent amendments to the Contract do not affect quantum of Commission originally payable.

(iii.) The Client/Owner shall be obliged to pay Containerland the agreed Commission in compensation and as reimbursement of the expenses and efforts, even if no Contract has been successfully arranged by Containerland, if
  • a Contract with the same or an equivalent purpose (e.g. for the same voyage or time) is concluded between the Parties which were introduced by Containerland; or
  • the Contract originally arranged by Containerland is concluded with a party other than the Client/Owner because the Client/Owner informed such other party of the possibility to conclude; or
  • the Contract is not concluded between Owner and Charterer because of a statutory or contractual right, including but not limited to a right of first refusal, withdrawal, lien, or because of a right of a third party to join the Contract is exercised; or
  • the Contract arranged by Containerland is not concluded contrary to the principle of good faith because the Client fails to take a legal action that would be necessary for conclusion of the Contract without any justifiable reason;
(iv.) Unless otherwise agreed in writing and notwithstanding paragraph 5(v.) hereunder, Owners accept responsibility for payment of the Commission. Owners must submit to Containerland copies of all invoices rendered to Charterers/Clients under the Contract on Containerland’s request.

(v.) Commission will be due and payable to Containerland within seven (7) working days after the respective invoice has been rendered by Containerland to Owners or Clients. Any such Commission is payable in cash without set-off or counterclaim or deduction and is wholly non-refundable.

(vi.) Clients shall be held jointly and severally liable along with the Party primarily responsible for the payment of the Commission (either Owners or Charters as stipulated in the charterparty or following (iv.) above) for all and any Commission payable to Containerland.

(vii.) Containerland is entitled to demand the reimbursement of any and all expenses which it has reasonably incurred during and in connection with the performance of the Brokerage Services.

(viii.) In the event Containerland is entitled to claim in foreign currency, Containerland has the option to require payment in this foreign currency or in Euros at the daily exchange rate, and, at Containerland’s absolute discretion by reference to the date of the invoice to the named Client, or the date of payment.

(ix.) Any costs incurred in connection with the bank transfers made by, to or for the Client shall be borne by the Client.

(x.) Payment claims that are not settled by the Client within twenty-one (21) days from date of invoice are subject to interest from twenty-one (21) days after the date of the invoice at a rate of 9% p.a..

6. Set-off, Right of Retention, Lien
(i.) Containerland is entitled to satisfy due and payable claims against the Client/Owner/Charterer, or companies in which the Client/Owner/Charterer directly or indirectly holds a majority share, or against companies which directly or indirectly hold a majority share in the Client/Owner/Charterer, from amounts collected by Containerland for the Client/Owner/Charterer (e.g. freight or hire).

(ii.) Containerland has a right of retention in respect of any sum held in escrow, or in Containerland’s bank account for or on behalf of the Client/Owner/Charterer.

(iii.) Notwithstanding any rights of retention or lien Containerland is entitled to on any other legal grounds, it is agreed that, in relation to any and all claims Containerland may have against the Client, Containerland has a contractual lien over any and all assets of the Client referred to in the Contract or in possession of Containerland, independent of the legal basis for such claims and independent of the date upon which such claims may have arisen.

(iv.) Containerland has, at its option, the right to enforce the lien by selling the pledged property by way of private sale or public auction if the Client has not made payment in full, or provided other security to the satisfaction of Containerland, within 30 days of the receipt of a written reminder setting a final date for payment of at least 20 days giving notice of the subsequent enforcement of the lien.

(v.) Containerland may at any time, without notice to the Client, set off any liability of the Client to Containerland against any liability of Containerland to the Client, whether such liability is present or future, liquidated or unliquidated, and irrespective of whether or not such liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, Containerland may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Containerland of its rights under this clause shall not limit or affect any other rights or remedies available to it.

7. Limitation of Liability and Indemnity
(i.) Containerland and the Client agree that the limits and exclusions of liability in this clause 7 are fair and reasonable having regard to the nature of the Brokerage Services, the fees charged for such Brokerage Services, and all other circumstances existing and/or known to the Client and Containerland at the time of the making of the Contract.

(ii.) Nothing in these standard terms and conditions shall limit or exclude Containerland’s liability in respect of:
  • any death or personal injury caused by its negligence;
  • any fraud or fraudulent misrepresentation;
  • its wilful default or wilful abandonment of a written agreement with the Client; or
  • any statutory or other liability which cannot be excluded under the applicable law.
(iii.) Containerland shall, however, in any event not be liable for
  • any breach or non-performance in relation to providing the Brokerage Serices, no matter how fundamental, including by reason of Containerland’s negligence and irrespective of the cause of action;
  • any indirect or consequential loss arising out of or in connection with the Brokerage Services;
  • any claim or loss based on, relating to or in connection with the Contract concluded between the Parties;
  • any claim in relation to or in connection with Ancillary Services.
(iv.) Containerland shall in particular not be liable for any claims for or relating to
  • loss of profit, revenue, or anticipated saving;
  • loss of goodwill, reputation or opportunity;
  • loss of or corruption of data or interruption of business; or account of profits.
(v.) Containerland’s total and aggregate liability arising from or in connection with the Brokerage Services is limited to the Commission and will not, in any circumstances, exceed the sum of EUR 100,000, irrespective of the cause of action.

8. Confidentiality
All and any Information forwarded to a Client or Owner is exclusively provided for the benefit of that particular Party. The Parties agree and undertake not to forward any such Information to any third-party without the prior written consent of Containerland.

9. Time Bar
Containerland must be notified of any claim in writing within thirty (30) days from the date on which the Client became aware, or should have become aware, of the event or circumstance out of which the claim arose, failing which the Client will not be entitled to claim and Containerland will be discharged in full from all liability in connection with such claim. This time limit for notification of claims does not apply in respect of personal injury, including death, and gross negligence. In any event Containerland shall be free of any liability arising out of or in connection to alleged claims if no proceedings in relation to any alledged claims have been commenced in accordance with Article 11 (Arbitration) below within one (1) year from the accrual of the relevant cause of action.

10. Governing Law
These Terms and Conditions and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to Brokerage Services or any preparatory activities and irrespective of the cause of action (also including but not limited to unjust enrichment claims) are governed by and/or construed in accordance with English law.

11. Arbitration
(i.) Any and all disputes arising out of or in connection with Brokerage Services or concerning the validity of these General Terms and Conditions shall be finally settled by arbitration in accordance with the Arbitration Rules of the German Maritime Arbitration Association (GMAA) current at the time when the arbitration proceedings are commenced.

(ii) The place of arbitration will be Hamburg, Germany.

12. Other
(i) Any amendments or changes of these terms will only be valid if agreed in writing by the Parties and Containerland and if such agreement is signed by Containerland.

(ii) Should any provision of these terms or conditions or a part thereof be declared to be invalid or unenforceable by any court or tribunal of competent jurisdiction for whatever reason, these terms shall remain in full force and effect in other respects, as if such invalid or unenforceable provision had not been part of these terms and conditions. The invalid or unenforceable provision shall be deemed to be replaced by a valid provision, the effect of which comes as close as possible to the intended commercial effect of the invalid or unenforceable provision.

copyright
Copyright 2005–2017, containerland chartering gmbh (Containerland), all rights reserved.
Containerland has sought to achieve an informative website. However, you are hereby on notice that neither this Internet site, nor any material contained therein shall in any way grant or be taken to grant any person a license to Containerland’s intellectual property.
The text, images, graphics, sound files, animation files, video files and their arrangement on Containerland’s internet sites are all subject to copyright and other intellectual property protection. These objects may not be copied for commercial use or distribution, nor may these objects be modified or reposted to other sites. Some Containerland internet sites may also contain material that is subject to the copyright rights of their providers.
Unless otherwise indicated, all marks displayed on Containerland internet sites are subject to the intellectual property of Containerland, this applies especially to its corporate logos and emblems.

liability for content & links
This Internet site contains links to external sites, which are not under the control of Containerland. Therefore we are not responsible for the contents of any linked site. Containerland is providing these links to you only for your convenience, and the inclusion of any link does not imply any endorsement by Containerland of the linked site whatsoever.

data protection
Containerland explicitly opposes the use of any available contact information provided on this website by a third party for the use of sending unsolicited advertisement. Containerland reserves its rights in this regard.

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