Biehl
TERMS AND CONDITIONS
In nominating Biehl & Company to act as Agent on behalf of a specified vessel, Principal agrees to the following terms and conditions:
1. Definitions
A- "Agent" means Biehl & Company.2. The Agent shall be the agent of the Principal (whether or not nominated by the charterer in accordance with charter party provisions) with regard to the provisions of agency services to the vessel and shall exercise due care and diligence in performing such services for and on behalf of the Principal.
B- "Principal," when used with reference to any vessel means the registered owner, disponent owner, manager, managing agent, master or other person in charge of the vessel, including any charterer appointing the Agent on behalf of the vessel owner under the terms of a charter party.
3. Unless otherwise stated in writing, the Agents acts at all times as agent for and on behalf of the Owner and has authority to place orders with suppliers for goods and services as agent for the Principal. The Agent shall at all times be an agent for a disclosed principal and shall not be personally liable to pay any debts due to suppliers from the Principal.
4. In return for his activities, the Agent shall be remunerated with an agreed fee in respect of the customary and expected services provided to the vessel. The Agent shall be reimbursed for any reasonable out of pocket expenses incurred on behalf of the Principal and shall be entitled to additional fees in the event of unexpected occurrences creating additional work or delay to the vessel, including, but not limited to major repairs, casualties, classification surveys, general average, cargo claims, any litigation involving the vessel, government penalties and detentions and holds, immigration matters and delays of any kind experienced by the vessel.
5. The Principal shall pay by telegraphic transfer to the Agent’s bank account such sum as the Agent may request as an advance on port disbursements which the Agent estimates will be incurred on the Principal’s behalf. If the Principal should fail to comply with the Agent’s request for an advance, the Agent may:
A- at any time give immediate notice of the termination of the agency and/or6. The Agent shall be entitled to deduct from the sums held by it for the vessel’s account any amount due from the Principal.
B- take any necessary measures to detain the vessel in port until such funds are received by the Agent.
7. The Agent reserves the right to retain a vendor discount as part of its compensation if the Principal does not advance funds sufficient to satisfy the vendor invoice and Agent advances funds to pay the invoice on behalf of the Principal.
8. The liability of the Agent to the Principal in respect of any negligent act, error or omission committed by the Agent, his directors or employees shall not exceed the amount of two and a half times agency fees payable by the Principal to the Agent in respect of the vessel, which fees shall be deemed earned in any event.
9. The Agent shall take every care to ensure that the proforma disbursement account provided to the Principal is as accurate as possible. The final disbursement account, however, may vary for the proforma disbursement account for various reasons beyond the Agency control. The Principal is liable for and shall pay upon demand the full amount stated in the final disbursement account upon receipt.
10. PRINCIPAL SHALL DEFEND AND HOLD HARMLESS AGENT FROM AND AGAINST ALL EXPENSES, CLAIMS AND LAWSUITS FOR BREACH OF CONTRACT, INJURY, DEATH, OR PROPERTY DAMAGE ALLEGED TO ARISE OUT OF OPERATIONS OR CONDITIONS CONNECTED WITH THE VESSEL, CREW, OWNERS OPERATORS, INDEPENDENT CONTRACTORS, CHARTERERS OR CARGO, EXCEPT TO THE EXTENT SUCH EXPENSES, CLAIMS OR LAWSUITS ARISE OUT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT. In the event charges/penalties are assessed against bonds provided on behalf of vessel/cargo by Agent or its sub-contractor, Principal shall promptly arrange U.S. collateral security to cover bonding exposure. In the event of an oil spill requiring notice to governmental authorities under applicable law, Agent is authorized by Principal and the vessel to make such required notification. Agent shall have a lien against vessel for all un-reimbursed expenses incurred on behalf of vessel.
11. If the Principal fails to make payment in full of any sums due to the Agent when due, the Principal shall pay all costs of collection, including reasonable attorney's fees, and shall pay interest on all unpaid amounts outstanding at 18 percent, compounded annually.
12. The Agent, with the consent of the Principal, shall have authority to appoint sub-agents to perform services on behalf of the Principal, including such services as may be subject to these conditions, remaining at all times responsible for the actions of the sub-agent.
13. The Principal undertakes with the Agent that no claim of any kind shall be made against any of the Agent’s directors, officers or employees (hereinafter collectively called “the beneficiaries”) in their individual capacity for any loss, damage or delay of whatsoever kind arising directly or indirectly from any negligent act, error or omission of the beneficiaries in the performance on behalf of the Agent of the services the subject of these terms and conditions. The beneficiaries shall have the benefit of this undertaking and in entering into this contract the Agent, to the extent of this provision, does so not only on his own behalf, but also as agent or trustee for the beneficiaries, who shall to the extent of this clause only be or be deemed to be parties to this contract.
14. The primary duty of the Agent with respect of the exchange of ISPS Copy compliance information between the vessels and governmental authorities is limited to correctly notifying the Principal of the information required, the date by which it is required, the address to which it must be sent and the format in which it must be presented. If, in addition, the Agent undertakes to pass the required information on to the relevant governmental authorities on behalf of the Principal, the limited duty of the Agent is extended to include lodging the information provided by the Principal to the relevant governmental authorities within the required time limit, provided the information is provided by the Principal to the Agent within a reasonable time prior to the time limit. Any failure by the Agent to undertake these duties with the utmost skill and care may render the Agent liable for any delay resulting therefrom. Under no circumstances, however, will the Agent be held liable for the accuracy of the information provided by the Principal or any failure of the Principal to make the information available to the Agent a reasonable period prior to the required time limit or for any other error or failure on the part of the Principal.
15. The Agent shall perform the services it undertakes to provide with due dispatch but shall not be liable for any loss or damage arising from any delay which it could not reasonably prevent.
16. Where the Agent has spent time and incurred costs in anticipation of the vessel’s call which is subsequently cancelled, or for which the Agent is not appointed, then the Agent shall be reimbursed in respect of all time and costs reasonably incurred.
17. The Agent shall be discharged from all liability whatsoever to the Principal and unless suit is brought within one year of the act or default of which complaint is made.
18. These terms and conditions shall be governed by and construed in accordance with the laws of the United States and the State of Texas as may be applicable. Any dispute arising out of or in connection with these terms and conditions or any services rendered by the Agent hereunder shall be referred to arbitration at Houston, Texas, in accordance with the rules and procedures of the Houston Marine Arbitration Association.
19. These terms and conditions shall prevail unless otherwise agreed between the parties in writing.
20. All communications between the Agent and the Principal will be treated as confidential by the Agent and will not be disclosed to third parties unless required by due process of a court. All communication between the Agent and Principal is intended only for use by the party to whom it is addressed and may contain information that is privileged or confidential. If you are not the intended recipient, you are hereby notified that any dissemination, duplication or distribution of this message is strictly prohibited. If you have received this message in error, please notify us immediately by replying to this message and destroying this message.