For Azimuth Marine B.V., Woudrichemstraat 20 / Rotterdam as deposited at the Chamber of Commerce of Rotterdam on 17 August 2007.
- The term “services rendered by Azimuth Marine B.V.” in these Rules shall mean:
“Services performed in an enterprise the object of which is to attend to and to transact the ship’s business on behalf of shipowners, carriers, time charterers or masters of sea-going vessels, to deliver the incoming cargo and to receive the outgoing goods, which shall comprise all that is to be performed by him in respect of or for the shipping business in the widest sense, which shall include acting as customs agent and also attending to and transacting on behalf of others, notably receivers and shippers of cargo, all that is related thereto in any resepect, and also acting as intermediary for entering into contracts of affreightment or charter, other contracts of carriage, agreements with respect to the use of containers and the like, insurance agreements and contracts of sale and purchase, as broker or otherwise, all this insofar as a sea-going vessel or other means of carriage is directly or indirectly involved.”
- The appointment of or the instruction to Azimuth Marine B.V. to render his services in that capacity to any ship, including crew and cargo, in a Netherlands Port, shall confer upon Azimuth Marine B.V. authority to carry out and perform all such work and services as it is customary to carry out or perform in Azimuth Marine B.V.ing trade, where appropriate in his own name, to conclude agreements on behalf of his principal without, however, his being bound to perform all and sundry work on behalf of that ship, her crew and cargo by reason of the mere fact of such appointment or instruction.
- If in the case of any contract of charter between charterer and shipowner it has been agreed that Azimuth Marine B.V. appointed by the charterer shall act as the ship’s agent, both the charterer and the ship owner shall be severally liable as principal towards Azimuth Marine B.V. according to the terms of these rules.
- All offers made by Azimuth Marine B.V. shall be deemed to be without engagement unless the contrary has been expressly stated therein.
- All work performed by Azimuth Marine B.V. which does not come within the scope of the work and services generally performed by shipbrokers (such as stevedoring, forwarding, operation of warehouses, superintendence, etc.) shall also be governed by the conditions customary in the branch of trade concerned or filed and/or laid down by the organization of the branch of trade. In the event of these conditions and the conditions herein contained being contrary to each other the former shall prevail, but solely if and insofar as those activities have been carried out on behalf or to preserve the interests of the cargo-interest. In all other cases the present conditions shall prevail.
- Azimuth Marine B.V. may cause work entrusted by him to third parties for his principal to be performed with or in the execution of his duties make use of equipment of third parties on the conditions customary in the branch of trade concerned or fixed by such third party itself for its business.
- In all cases where Azimuth Marine B.V. receives cargo for shipment he shall be deemed to have these goods in his charge and to render his services in relation to these goods as authorized agent to the shipper until such time as the ship shall have taken over the same, unless prior to receiving the goods Azimuth Marine B.V. has expressly declared and stated to act as representative of the carrier.
In the aforementioned cases the cargo shall remain at the full risk and expense of the shipper and consequently all expenses such as dock dues and demurrage charges in respect of lighters, demurrage on wagons, unloading of lighters and wagons, superintendence, weighing, expenses for night-work or overtime and the like shall be for account of the shipper.
- For damage or losses arising or resulting from non-performance or improper performance of the instruction given to him, Azimuth Marine B.V. shall be liable to the principal only if the latter proves that such damage or loss has been wilfully caused by or has arisen from gross negligence of Azimuth Marine B.V. or persons for whom Azimuth Marine B.V. is responsible. However, the liability of Azimuth Marine B.V. shall not exceed an amount equal to the remuneration which would be due to Azimuth Marine B.V. for the proper execution of the relative instruction, and shall cease entirely after six months have elapsed since the loss or the damage arose. None the less, Azimuth Marine B.V. shall in no event be liable for damage to or loss of goods handed over to him for handling or placed in his custody. Any claim against Azimuth Marine B.V. shall be suspended after the expiry of 9 months and shall lapse after the expiry of 18 months, these periods to be determined from the final day of the event giving rise to the liability.
- Azimuth Marine B.V. shall provide his services in return for expressly agreed fees, or, in the absence of such an agreement, according to his published charges or those quoted to the principal in question. However, if the performance thereof shall require any special work or unusual extremely time-taking or strenuous work, an extra remuneration may be charged, such remuneration to be determined in fairness which, failing agreement, shall be determined by means of arbitration in accordance with the rules of procedure of the Stichting Transport and Maritime Arbitration Rotterdam-Amsterdam (TAMARA)
- Azimuth Marine B.V. may either before, during or after the performance of his duty demand a security for the payment of the sum due to him by his principal. He shall not at any one time be under obligation to make any payment whatsoever on behalf of his principal as long as he shall not have received the necessary security of funds for that purpose. Azimuth Marine B.V. shall be entitled to charge the principal an advancing fee of 1 per cent on the disbursements made by him.
- He shall be entitled to retain the goods and moneys intended for or received from his principal in his keeping until security shall have been given for the payment of the sum due to him. Azimuth Marine B.V. shall have a lien on all goods and moneys he has in his custody on behalf of his principal for all claims which Azimuth Marine B.V. may have from any cause whatsoever against his principal. Azimuth Marine B.V. shall be entitled to set off and to deduct the sum due to him against and from moneys owed by him to the principal and to sell the goods on which he has a lien either publicly or with Court authorization privately if the principal has failed to give a security or to settle the claim of Azimuth Marine B.V. after more than 30 days having elapsed since the despatch of a summons by registered mail.
- In respect of outstanding accounts of Azimuth Marine B.V. which are not settled within 14 days after invoice date, the legal interests shall be due from that moment without summons being required. If in the event of payment being overdue, collection by judicial action or in another way will be proceeded to, the amount due shall be increased by 10 per cent for administrative expenses, whilst the costs incurred in and out of Court shall be for the account of the debtor up to the amount paid or due by Azimuth Marine B.V..
- All expenses incurred in connection with the remittance of moneys of, to or in behalf of the principal shall be for account of the principal.
- If the sum due by the principal to Azimuth Marine B.V. be expressed in a foreign currency, Azimuth Marine B.V. shall at his option be entitled to demand payment either in the foreign legal tender concerned or in a first rate bank cheque or in Netherlands currency at the Netherlands Bank rate of exchange ruling on the day the instruction was given or the highest rate at the date of his account, or the highest rate on the day of payment, at the option of Azimuth Marine B.V..
- Azimuth Marine B.V. shall never be liable for any loss on exchange in respect of amounts which he has in his keeping on behalf of his principal or which he is to collect or pay on the latter’s behalf. Freights and other accounts expressed in foreign currency which are to be collected or paid by him, may be accepted or paid by him in Netherlands currency at the Netherlands Bank rate of exchange ruling on the day of payment.
- All information and communications, such as for inst. information and communications concerning port facilities, despatch, cost and expenses, progress of loading and unloading, arrival and departure, strikes, etc. etc., nothing excepted, shall be given and made by Azimuth Marine B.V. to the best of his knowledge and ability, but he shall not be responsible for the correctness thereof.
- The calling forward of cargo by a specified date by Azimuth Marine B.V. is done always subject to alteration of the date so mentioned in connection with unforeseen circumstances or changes in the sailing schedule.
- Azimuth Marine B.V. does not accept any liability for the collection of the amounts to be cashed on delivery of goods shipped on C.O.D. terms
- The shipment of cargo may be refused without any reason being given, even after Azimuth Marine B.V. has taken them into his charge.
- In case Azimuth Marine B.V. has cargo or other matters in his custody he may terminate said situation by notifying the principal thereof by telegram or registered letter, such notice to be sent to the last-known address of the principal.
If the relevant cargo and other matters have not been disposed of within the reasonable period specified in the said notice Azimuth Marine B.V. may in his discretion store the goods and sell them with judicial authorization in accordance with the provisions of book 8 Article 491 of the Civil Code and Article 632 of the Code of Civil Procedure.
Of such intended sale by him Azimuth Marine B.V. shall give notice by telex, E-mail, fax message or registered letter, such notice to be sent to the last-known address of his principal. Azimuth Marine B.V. shall also be entitled to set off and deduct the sum due to him by the principal against and from the proceeds of the goods.
- The risk of mutilation of any communication or interruption of the transmission of communications through the use of the post, wireless, telephone, telex, fax equipment and telegraph and the like shall be for account of the principal.
Azimuth Marine B.V. shall not be liable for misunderstandings arising or resulting from the use of a language other than the Netherlands language.
- Azimuth Marine B.V. shall never be bound to give guarantees or security on behalf of his principal to third parties. In respect of all guarantees or securities given by him by order of his principal a commission in line with that customarily charged by Dutch commercial banks shall be payable to him by the principal on the maximum amount for which Azimuth Marine B.V. may be held liable under the guarantee or security given by him.
- Azimuth Marine B.V. shall not be bound to effect any insurance.
- Azimuth Marine B.V. shall not be answerable for the due payment of amounts outstanding in the Netherlands, if the granting of credit is customary or in the interest of an effective performance of his duties and if the debtor was to be deemed solvent, all this in his absolute discretion. He shall never be answerable for the due payment of amounts outstanding abroad. Nevertheless Azimuth Marine B.V. shall be authorized by his principal to demand payment of outstanding sums both in the Netherlands and abroad in his own name and to institute legal proceedings to that end.
- Azimuth Marine B.V. shall be entitled to deliver the cargo against a proper security if the receiver is not in possession of bills of lading. As proper security shall be regarded inter alia a banker’s guarantee on the form as recommended by the Dutch Shipbroker.s’ associations.
- The principal shall be liable to Azimuth Marine B.V. for all engagements entered into towards Azimuth Marine B.V. by the Master of the ship to which Azimuth Marine B.V. renders his services on behalf of the principal and for all instructions, whether emanating from the Master or from the office of the principal or from their subordinates or written on their letter-paper, even if the Master or the person by whom such instruction has been given on behalf of the principal has exceeded his powers, unless the principal is able to prove that Azimuth Marine B.V. was aware that he had exceeded his authority or would have been able to establish this straightforwardly and in good time, without need for further investigation abroad.
- Azimuth Marine B.V. who uses the name of his principal or adequately identifies the principal among interested parties in marine commerce by the use of abbreviations or otherwise or by referring to the name of the ship shall not on his own account be liable for the payment of orders or instructions which he has placed with or given to third parties in the name or on behalf of his principals, neither shall he be liable when not having expressed when placing the order or giving the instruction that he was acting as agent. Each payment in respect of such order or instruction made by Azimuth Marine B.V. shall be deemed to be an advance which at all times can be claimed back as long as Azimuth Marine B.V. has not himself received the amount concerned from his principal.
- Azimuth Marine B.V. shall not be liable in any respect whatsoever for the consequences of war, danger of war, riots, labour strikes, slow down strike, lockout, boycott, sabotage, any Port being overburdened and the like, which may affect or interrupt the regular course of his business.
In the event that cargo cannot be delivered in connection with one of the circumstances mentioned in the preceding sentence or other circumstances constituting force majeure, Azimuth Marine B.V. shall nevertheless be entitled to payment of shed-hire and/or storage charges up to the point of time of the delivery, according to the applicable tariff rates.
- The principal shall hold Azimuth Marine B.V. harmless in all cases where Azimuth Marine B.V. is personally liable to third parties in respect of acts he performs on behalf of the principal, which shall include his being indemnified in respect of any fine imposed upon him, in particular in the event of Azimuth Marine B.V. having acted in his capacity of licensed customs agent.
- If the agreement between the principal and Azimuth Marine B.V. is by way of a long-term agreement the principal shall, save in the event of serious non-performance by Azimuth Marine B.V., be required to give a reasonable period of notice in the particular circumstances of the case before terminating the agreement, while Azimuth Marine B.V. shall, in the event that he is not reasonably and fairly held harmless upon observance of that period of notice and a possible goodwill payment, be entitled to an indemnity to be determined on the basis of reasonableness and fairness in respect (amongst others) of investments, selling costs, advertising expenses and extra costs arising from the discharge of redundant personnel incurred on behalf of the principal.
- Netherlands law shall be applicable to the legal relation between principal and Azimuth Marine B.V. and the question whether Azimuth Marine B.V. has correctly performed any legal transaction on behalf of his principal shall also be judged in accordance with the views obtaining in and the law of the Netherlands. Azimuth Marine B.V. shall not be liable for errors on his part as to foreign law or conditions abroad.
- All disputes arising between principal and Azimuth Marine B.V. under a contract entered into on the basis of these General Conditions and Rules shall be subject to arbitration in Rotterdam or Amsterdam under the TAMARA Rules, which shall be supplied by Azimuth Marine B.V. on request.
With prejudice to the provisions in the previous paragraph Azimuth Marine B.V. shall be at liberty to submit to the ordinary court demands for payment of outstanding amounts liability for which has not been contested by the counterparty within four weeks of the invoice date.
- These General Conditions may be obtained either in Dutch or English upon application from Azimuth Marine B.V..
In the event of any discrepancies between the Dutch text of these General Conditions and Rules and that in any other language the Dutch text shall prevail.
If these Conditions and Rules are amended the new conditions, provided they are registered promptly and correctly, shall replace the previous conditions without the need for any further legal action