INGEMAR / Legal - Disclaimer

DISCLAIMER OF LIABILITY

ON ALL CORRESPONDENCE FROM INGEMAR

No legal consequences can be derived from the contents of INGEMAR EURL electronic mail (e-mail) neither is sender committed to these. The content of this e-mail (including its attachments if any) is exclusively intended for addressee(s) and for information purposes. The content of this email is neither to be relied upon nor warranted and is subject to change without notice; This also applies to market appreciations as to assets prices and to comments on the markets. Ships details and ship related financial terms are always given in good faith but exclusively on Without Guarantee (W.O.G) basis and about basis unless otherwise specified. Should you receive this message by mistake, you are hereby notified that any disclosure, reproduction, distribution or use of this message is strictly prohibited. Sender accepts no liability for any damage resulting from the use and/or acceptation of the content of this e-mail. Whilst precautions are taken for reducing the risk of software virus propagation, always scan attachments before opening them. All representations and warranties are expressly disclaimed. Ingemar Eurl acts as broker and agent only.

All business transacted by INGEMAR EURL (such as but not limited to) ship sale & purchase, ship recycling sale & purchase, newbuilding contracting, chartering, advisory and consulting work, is undertaken on the understanding that INGEMAR EURL (hereinafter the “company”) acts as shipbrokers and maritime advisors only and shall be subject to the “General Terms and Conditions” as available on the company website.

All disputes arising between principal and shipbroker (i.e. the company) under a contract entered into on the basis of these General Terms and Conditions shall be subject to arbitration in Paris under the Rules of the Chambre Arbitrale Maritime. French law to apply.

The General Terms and Conditions of the company can be found at here.

WEBSITE DISCLAIMER

The General Terms and Conditions of the company can be found at here :

INGEMAR EURL (hereinafter referred as “the company”) takes your privacy seriously and acts in compliance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and its subsequent amendments.

As a general principle and rule, the company does not track or store personal data from its customers except for the purposes related to the relevant services provided by the Company to its clients, customers and business partners.

Following the same principle and rule, the company does not track or store personal data from its website visitors without consent.

The data stored by the company are data such as but not limited to:

- contact details of established customers and / or business partners of the company;

- information actively and / or voluntarily supplied by the company’s customers or business partners used to enable the company to carry out its business activities in meeting its customer requirements;

- publicly available information and / or details used by the company to follow up business opportunities.

As a matter of principle and a rule, the company does not share, distribute, use in malicious ways or sell stored information and / or materials falling under the scope of the Regulation (EU) 2016/679 with any third-party entities, and the data stored is solely used for company internal business purposes. It is forbidden for any third party or external business partner to use personal information except for the purposes related to the relevant services provided to the Company, who are required to maintain appropriate confidentiality.

Should you request -for any valid reason- to have insight into the data stored concerning your company, related entities or persons, in the view of correcting the information stored, having the information deleted (erased) or have other questions pertaining to privacy of stored data within the company,

Please notify us by email info@ingemar.fr and the company will deploy best endeavour to process your request.

WEBSITE HOSTING

OVH SAS au capital de 10 000 000 €

RCS Roubaix – Tourcoing 424 761 419 00045

Code APE 6202AN° TVA : FR 22 424 761 419

Siège social : 2 rue Kellermann 59100 Roubaix

Directeur de la publication : Octave Klaba

GENERAL TERMS AND CONDITIONS

FOR PROVISION OF SHIPBROKING SERVICES

Preamble

A) These General Terms and Conditions ("GTC") shall be effective from 01st January 2022.

These GTC are also covering past transactions in which the Company was involved (such as but not limited to Clause 8.5. of these GTC).

B) These GTC represent the sole terms and conditions upon which the Company provides shipbroking services to its Clients.

C) These GTC will exclusively govern any written or verbal Agreement entered into between the Company and its clients as a result of the Client’s acceptance of Services provided to it by the Company whether such Services are provided at the Client’s request or in response to the Company’s offer of Services to the Client.

D) The Client confirms that it accepts these Terms on this basis by receiving the Services and, if a Representative, warrants and represents to the Company that it has the Principal's authority to accept these terms on the part of the Principal on the same basis.

E) Attention is drawn specifically to the provisions of these GTC pertaining to the exclusion and limitation of the Company's liability both in respect of the Services provided within the scope of the company's activities.

Clause 1: Definitions.

In these GTC, the following definitions apply

“Broker” means INGEMAR EURL, herein also referred as the “company” which shall have been requested to provide Services by the Clients or to which the Clients shall have responded in relation to the provision of Services.

“Fixture” A contract or contracts such as but not limited to for the sale, purchase, financing, construction, towage or charter of a Ship together with negotiations to enter such contracts.

“Negotiations” Exchanges, whether verbal or in writing, in relation to concluding a Fixture.

“Post Fixture Services” Assistance with communications, 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 ship and any party guaranting the obligations of such a party. Principal may include You as client or business partners.

“Representative” 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, a client or business partners

“Services” The Services referred to in clause 2 of these terms and conditions.

“Ship” Any kind of floating structures, 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 client(s)” or Business partner(s) or Principal(s) or “You”: The party requesting the Broker’s services or responding to the Broker in relation to the provision of the Services. Where such party is acting as a Representative references to You will additionally include the Principal, client or business partners

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

Clause 2. Services covered by these terms.

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.

2.2 Unless specifically agreed in writing the Broker will act solely as an intermediary in relation to Fixtures and will not enter any Fixtures arising from the Services as a Principal. The Broker is not responsible for the performance or non-performance of Fixtures or Principals.

2.3 Unless otherwise agreed the Services are provided on a Fixture by Fixture basis.

2.4 The Broker may also agree 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, and only to the extent of, a conflict between these GTC and the specific provisions the latter will prevail. Otherwise these terms and conditions, including those as to limitation of liability, will apply.

Clause 3. Obligations of the Broker

3.1 The Broker will perform the Services with the reasonable skill and care expected of a professional shipbroker while adhering as closest as possible to the instructions given by the Principals.

3.2 In dealing with others the Broker will take care to stay within the authority given by You/the clients/the principals and to avoid misrepresentation.

3.3 During negotiations the Broker undertakes to pass on offers, counteroffers and other such communications accurately and in a reasonable timely manner. This obligation applies both to passing communications to and from You/the clients /the Principals/business partners.

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 structures or financial standing, it is understood and agreed that in relation to the Broker 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 to enter a Fixture with the proposed counterparty and on what terms.

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 authorised by each Principal in turn.

Clause 4. Confidentiality

Where the Broker is given information stated by You/the client/Principal to be 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 written permission from You.

This obligation will not however extend to information which

(i) was already or becomes known to the Broker 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 the Broker is obliged to disclose pursuant to an order of a court or other such authority. In all cases such obligation of confidentiality shall be deemed to end 2 years after the end of performance of the Fixture in question or in the absence of a concluded Fixture 2 years from the end of the Negotiations.

Clause 5. Obligations to the Broker

5.1 If You are a Principal you warrant that you have full legal power to enter into the Fixture brought about by the Services. If You are acting as a Representative You warrant that you have 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 a Fixture on their behalf.

5.2 Where Services are provided You/the clients/the principals/business partners are 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.

5.3 You/the clients/the principals/business partners will provide the Broker with all 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 the Broker has sufficient time to forward such messages prior to the relevant time limit.

5.4 In relation to Post Fixture Services if the Broker has asked you to use specific e-mail addresses for operational messages or claims then You will use those e-mail addresses. In the event that you do not receive a prompt acknowledgement of receipt of time sensitive messages or claims documentation from the Broker you undertake 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 timely to the correct address and acknowledged by the Broker.

5.5 You will take care to avoid misrepresentations occurring in Negotiations. You will carefully review all messages sent or copied to You and promptly advise the Broker of any errors or misrepresentations. The Broker is not responsible for the consequences of a failure by You/the client/the Principal to review messages.

5.6 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 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 You, the Broker, a Representative or a Principal

(ii) laws relating to money laundering, bribery and corruption. You 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.

Clause 6. Market information, market reports, market commentary

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 and the Broker has no liability for the consequences of any person, including You, purporting to rely on such market reports.

Likewise any commentary made by the broker on the current market developments, market forecasts and or market strategic analysis reports do not constitute advice and nothing contained in such documents amounts to a recommendation to enter or not to enter a Fixture and the Broker has no liability for the consequences of any person, including You, purporting to rely on such commentary made by the broker on the current market developments, market forecasts and or market strategic analysis reports.

Clause 7. The Broker’s remuneration

7.1 On Fixtures 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.

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 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 promptly. 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 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 on voyage charters commission is payable on deadfreight and demurrage as well as on freight. Freight shall include all items that comprise the freight rate. On time charters commission will be payable on the hire paid under the charter and any continuation or extension of the charter. On sale agreements commission is payable on delivery of the vessel and payment of the purchase price. On new building contracts commission is payable as and when each stage payment is made. Commission is payable on sums received by You as and when received and You will not withhold payment pending resolution of unconnected matters. Commission is exclusive of all taxes and duties.

7.6 The tasks in clause 2.4 above will be subject to the agreement of a specific fee between You and the Broker. The Broker 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 14 days of the date of the invoice.

7.7 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.

Clause 8. Limitation of Liability

THIS CLAUSE LIMITS THE BROKER’S LIABILITY TO YOU/the clients/the Principal.

8.1 Nothing in these terms and conditions limits the Broker’s liability for

(i) proven fraud or proven fraudulent misrepresentation ;

(ii) death or personal injury caused by the negligence of the Broker.

8.2 The Broker 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 care expected of a professional shipbroker provided always the Broker will 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 Brokers total liability arising from or in connection with the Services shall in no circumstances exceed the sum of USD 10,000 (which includes the costs of the claimant / plaintiff legal expenses).

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 whatsoever.

8.5 Any claim against the Broker must be made in writing and notified to the Broker within 7 days of the date on which You/the client/the Principal 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 three months of the end of performance of the Fixture or in the absence of a concluded Fixture three months from the end of the Negotiations.

Clause 9. Miscellaneous

9.1 All intellectual property rights in or arising out of the Services belong to the Broker.

9.2 The Broker has a general lien on all documents in its possession or control for all sums due from You/the clients/the Principals/business partners to the Broker whether arising out of the Fixture or otherwise.

9.3 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.

Clause 10. Jurisdiction and Law

These terms shall be governed by and construed in accordance with the laws of France and any dispute, claim or litigation against the company shall be subject to the exclusive jurisdiction of the Paris Maritime Arbitration Chamber. Arbitrators to be apppointed to be qualified lawyers mentioned under https://www.arbitrage-maritime.org/CAMP-V3/les-arbitres/juristes/

Clause 11. Force Majeure

11.1 The broker shall be liable to another party under these GTC for any failure to perform or delay in performance of its obligations if and in so far as and for so long as such performance is delayed or hindered by the other's acts or omissions or for an event reasonably beyond the control of the broker including but not limited to wars whether or not declared, threat or preparation for war, armed conflict, imposition of sanctions, embargo, terrorist attacks, civil war, civil disturbances, riots, public disorder, acts of God including fire, flood, earthquake, windstorm or other natural disaster, epidemic or pandemic, quarantine, curfew, any restrictive measures taken by states or public administrations or public bodies, any labour dispute including strike, lockout or industrial action (whether relating to its own employees or 8 others), abnormally adverse weather conditions, natural disasters, destruction of machines, equipment or factories ("Force Majeure").

11.2 Notwithstanding clause 10.1, an event of Force Majeure shall not, under any circumstances, excuse a payment of commission if same is due or partially due.

11.3 In the event that the circumstances constituting Force Majeure continue for an uninterrupted period of ninety (90) days, the Broker in their absolute discretion may terminate the Fixture or the provision of the Services immediately by giving written notice to the other party.

Clause 12. Notices

Any notice or other communication given to a party under or in connection with the Fixture or the provision of 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 electronic mail address (as notified by the parties) and shall be deemed to have been served : - if sent by courier or by recorded delivery letter, upon the date of presentation of the notice at the recipient's address - if sent by ordinary post, 72 hours after posting, and - in the case of a facsimile or electronic transmission, on the following day or in the case of electronic mail on the same day, if receipt is acknowledged.