Terms and Conditions for Hanseatic Offshore Brokers GmbH

These terms and conditions apply to all dealings between You and Hanseatic Offshore Brokers GmbH (“the Broker”) and will be effective whenever You request the Broker to provide services or respond to the Broker in relation to the provision of services. By engaging the Broker, You agree to the terms set out herein.

1. Definitions

“Broker” refers to Hanseatic Offshore Brokers GmbH, headquartered in Hamburg, Germany, including its employees, directors, or agents.

“Fixture” refers to any contract or contracts, including but not limited to the sale, purchase, construction, towage, or charter of a Vessel, as well as negotiations leading to such contracts.

“Negotiations” refers to exchanges (verbal or written) aimed at concluding a Fixture.

“Post-Fixture Services” refers to assistance with communications, operational matters, and claims related to the performance of a Fixture.

“Principal” refers to a party to a Fixture, including the owner, seller, buyer, builder, or charterer of a Vessel, as well as any party guaranteeing obligations under the Fixture.

“Representative” refers to any person or company, such as a ship manager, chartering department, shipbroker, or other agent, acting on behalf of a Principal.

“Services” refers to brokerage or related services provided by the Broker in connection with Fixtures.

“Vessel” refers to any ship, other marine structures, or equipment used or intended for maritime purposes, including rigs, jack-ups, submersibles, barges, and similar assets.

“You” refers to the party requesting the Broker’s services or responding to the Broker. Where You act as a Representative, this term includes the Principal on whose behalf You act.

2. Scope of Services

2.1 The Broker acts as an intermediary in Fixtures, facilitating the introduction of Principals and assisting with Negotiations.

2.2 Unless explicitly agreed otherwise in writing, the Broker acts solely as an intermediary and will not be a party to any Fixture. The Broker assumes no responsibility for the performance or non-performance of the Principals involved in a Fixture.

2.3 Services are typically provided on a Fixture-by-Fixture basis.

2.4 The Broker may provide other services, such as Vessel valuations or market reports, under separate arrangements. These may include additional terms specific to those services.

3. Obligations of the Broker

3.1 The Broker will perform its Services with the reasonable skill and care expected of a professional shipbroker.

3.2 The Broker will ensure communication of offers, counteroffers, and related information accurately and promptly between the Parties.

3.3 The Broker may interact with Representatives on behalf of Principals in good faith but does not guarantee the authority of those Representatives.

3.4 Any information provided about Principals or counterparties, such as financial standing or corporate structure, is supplied in good faith but without guarantee. It remains the responsibility of the Parties to conduct their due diligence.

4. Obligations of You

4.1 You warrant that You have full legal authority to enter into Fixtures. Representatives warrant that they act on behalf of their Principals with full authority.

4.2 You will provide timely and accurate information to enable the Broker to perform its Services effectively.

4.3 You will review all communications sent or copied to You and promptly notify the Broker of any discrepancies or errors.

4.4 You warrant that no Fixture contravenes applicable laws, including sanctions or anti-money laundering regulations. If the Broker reasonably believes that compliance issues exist, it may terminate the Services immediately.

5. Confidentiality

5.1 Any confidential information provided to the Broker will not be disclosed without prior written consent, except where required by law or where such information is already publicly known.

5.2 This confidentiality obligation shall last for three (3) years from the conclusion of the Fixture or Negotiations.

6. Remuneration and Expenses

6.1 The Broker’s remuneration will typically be in the form of a commission on payments related to the Fixture, including freight, hire, mobilization fees, demobilization fees, or purchase price.

6.2 If no specific commission agreement exists, a market-standard commission of 2.5% will apply.

6.3 Commission is due upon receipt of relevant payments by the responsible party and must be settled within five (5) working days after the Broker issues an invoice.

6.4 The Broker’s commission is payable even if a Fixture is concluded without further involvement of the Broker, provided the initial introduction or Negotiations were facilitated by the Broker.

6.5 Both Parties are jointly and severally liable for the Broker’s commission and any related expenses.

7. Limitation of Liability

7.1 The Broker shall not be liable for indirect or consequential damages, including loss of profit or reputation, or for damages caused by factors beyond its reasonable control.

7.2 The Broker’s total liability for any claim arising from the Services shall not exceed USD 2,000,000.

7.3 Claims must be made in writing within 14 days of becoming aware of the issue and no later than one (1) year from the conclusion of the Fixture or Negotiations.

8. Jurisdiction and Governing Law

8.1 This Agreement and any Services provided by the Broker are governed by German law, excluding conflict of law rules and the CISG.

8.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of Hamburg, Germany.

9. Miscellaneous

9.1 If any provision of these terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force.

9.2 The Broker retains a lien on all documents in its possession for unpaid amounts owed.

9.3 The Broker’s market reports or commentary are for general information only and do not constitute advice.

This combined version aligns with Hanseatic Offshore Brokers GmbH’s role as a professional intermediary and ensures compliance with German jurisdiction and operational practices.