These Terms and Conditions (“Terms”) represent the sole terms which shall apply to all dealings between the Company and the Client and shall exclusively govern any fixture entered into between the Company and the Client or whenever the Client requests the Company to provide Services or the Client’s response to the Company’s offer of Services to the Client.

The Client will be deemed to accept the Terms on each occasion they receive the Services of the Company.

The Client’s attention is particularly drawn to the provisions of these Terms which exclude or limit the Company’s liability.

1. INTERPRETATION

In these terms and conditions the following definitions apply:

Client means the person who requests Services from the Company or responds to the Company in relation to the provision of the Services. Where such party is acting as a Representative, references in these Conditions to the Client will also include the Principal.

Company means Fix Maritime Pte. Ltd. and/or any of its Affiliates with whom the Client engages for the provision of the Services.

Confidential Information means (a) information that is given by a Party to the other Party and that is stated by the disclosing Party to be confidential, and (b) any Fixtures that are expressly agreed in writing by the Parties to be confidential.

Fees means the fees payable by the Client for the supply of the Services in accordance with clause 7.

Fixture means a contract or contracts (including without limitation) for the sale, purchase, construction, towage or charter of a Ship together with the Negotiations to enter into such contracts.

Negotiations means exchanges, whether verbal or in writing, in relation to concluding a Fixture.

Post Fixture Services means assistance with communications, operational matters and claims arising from the performance of a Fixture.

Principal means a party to a Fixture including without limitation the owner, seller, buyer, builder or charterer of a Ship and any party guaranteeing the obligations of such party. The Client may be a Principal.

Representative means a person or Company, including without limitation a ship manager, chartering department, shipbroker or other agent, who is not a Principal but is involved in Negotiations on behalf of a Principal.

Services means the services referred to in clause 2 of these Terms.

Ship means any type of ship, vessel and/or equipment used or intended to be used for any purpose on, in or over water including without limitation rigs, jack ups, submersibles and barges.

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

2. THE SERVICES

2.1 Unless otherwise agreed expressly in writing, the Company will act as a shipbroker in relation to Fixtures. The role of the Company is to introduce Principals. Thereafter the Company 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 Company.

2.2 Unless otherwise agreed expressly in writing, the Company will act solely as an intermediary in relation to Fixtures and will not enter any Fixtures arising from the Services as a Principal. The Company 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 Company may also agree to perform other supplementary or ancillary services to the Client such as providing ship valuations and/or market research. Such services may be subject to specific provisions (such as disclaimers) in addition to these terms and conditions. In the event of, and only to the extent of, a conflict between these Terms and the specific provisions the latter will prevail. Otherwise these Terms, including without limitation those as to limitation of liability, will apply.

2.5 The Company may, in its sole discretion, provide the Services to the Client by or in conjunction with any of its Affiliates. In such circumstances, such Affiliate(s) shall comply with and have the full benefit and protection of these Conditions. The liability of the Company and such Affiliates shall be joint and several.

2.6 The Company will perform the Services with the reasonable skill and care expected of a professional shipbroker.

2.7 Unless otherwise agreed in writing, the Company shall supply the Services to the Client as agent. For certain activities, the Company shall supply the Services as a Principal (these include without limitation market research).

2.8 The Company shall use all reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

2.9 The Company shall have the right to make any changes to the Services which are necessary to comply with Applicable Laws or safety requirements, or which do not materially affect the nature or quality of the Services, and the Company shall use reasonable endeavours to notify the Client in any such event.

2.10 It is understood that where the Company is dealing with a Representative or other intermediary rather than a Principal, the Company is dealing with such Representative or intermediary in good faith as to the authority that they possess, but the Company does not give a warranty as to that authority.

2.11 Where the Company is acting directly for a Principal, the Company warrants that the Company has the authority of that Principal.

2.12 Unless otherwise agreed expressly in writing, the Services are not provided on an exclusive basis and it is understood that the Company may act as a shipbroker for other parties in relation to the same or other Fixtures. If the Company is dealing directly with two Principals in relation to the same Fixture, the Company’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.

2.13 If at any time the Company provides information in respect of a Principal, including without limitation information regarding corporate structures or financial standing, it is understood and agreed that 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.

2.14 If the Company publishes market reports, research or commentary, these are provided for general information only and not for use in relation to specific Fixtures. They shall be provided in good faith, but without any statement, representation or warranty as to their accuracy. Such market reports, research or commentary do not constitute advice and nothing contained in such documents shall amount to a solicitation, offer, advice or recommendation of any kind, including without limitation with respect to the decision by the Client to enter or not to enter a Fixture. The Company shall have no liability for the consequences of any person, including without limitation the Client, purporting to rely on such market reports, research or commentary and any use by the Client or any person of such reports, research or commentary shall be at such person’s sole risk.

2.15 These Terms together with: (i) any separate scope of work agreed between the Parties; (ii) any other additional provisions or terms and conditions set out in writing by the Company and agreed by the Client (including without limitation a commission agreement); and (iii) any amendments or supplements to any of the foregoing agreed from time to time in writing, will constitute the entire agreement relating to the Services (together, the “Fixture”). In the event of any conflict or inconsistency between the documents comprising the Fixture, the documents set out in clause 2.15(i) and (ii) shall take priority over these Terms, in each case as supplemented and/or amended as envisaged in clause 2.15(iii).

3. OBLIGATIONS AND RESPONSIBILITIES OF THE COMPANY

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

3.2 In dealing with others the Company will take care to stay within the authority given by the Client and to avoid misrepresentation.

3.3 During Negotiations, the Company undertakes to pass on offers, counteroffers and other communications to and from the Client accurately and with reasonable promptness.

3.4 In the provision of Services, the Company may deal with Representatives or other intermediaries and not directly with a Principal. In such a case, the Company deals in good faith as to the authority the Representatives or other intermediaries possesses or states that it possesses but the Company does not give any warranty or guarantee as to that authority.

4. CONFIDENTIALITY

Where the Company is given information stated by the Client to be confidential or it is expressly agreed that a Fixture is confidential (in either case “Confidential Information”) the Company will hold that Confidential Information in confidence and will not disclose it to any other party without prior permission from the Client. This obligation will not however extend to information which (i) was already or becomes known to the Company 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 Company 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 two years after the end of performance of the Fixture in question or in the absence of a concluded Fixture two years from the end of the Negotiations.

Nothing in this clause 4 shall prevent the Company from using the Client’s name and logo for marketing purposes and the Client consents to such use for the purposes of the Company referring to previous or current clients.

5. OBLIGATIONS AND RESPONSIBILITIES OF THE CLIENT

5.1 The Client warrants and represents to the Company that it is either (i) a Principal with full legal power to accept these Terms and to enter into Fixtures in connection with the Services or (ii) the Representative of the Principal authorised to accept these Terms on behalf of the Principal and (i) to make all offers, counteroffers and representations made during Negotiations and (ii) to agree Fixtures on the Principal’s behalf.

5.2 Where Services are provided, the Client is deemed to have engaged the Company in relation to any Fixture that arises in connection with those Services whether or not it is concluded via the Company.

5.3 The Client shall co-operate with the Company in all matters relating to the Services and will provide the Company with all information and instructions necessary for the performance of the Services. Where any actions need to be taken by a certain time, the Client shall ensure that the Company has sufficient time to take such actions prior to the relevant time limit.

5.4 In relation to Post Fixture Services, where the Company has asked the Client to use specific e-mail addresses or phone numbers for operational messages or claims then the Client will use those e-mail addresses or phone numbers. In the event that the Clients does not receive a prompt acknowledgement of receipt of time sensitive messages or claims documentation from the Company, the Client shall contact the Company to confirm receipt. The Company will have no responsibility for a failure to action a message or claims documentation unless it is communicated timely to the correct address or phone number and acknowledged by the Company.

5.5 The Client will take all reasonable care to avoid inaccuracies or misrepresentations in any information or messages sent to or copied to the Client by the Company and will review the same on receipt. The Client will promptly advise the Company of any errors or misrepresentations in them. The Client shall be solely responsible for any error or misrepresentation (and the consequences thereof) which could and should have been detected by such careful review by the Client. The Client will take care to avoid misrepresentations occurring in Negotiations. The Company is not responsible for the consequences of a failure by the Client to review messages.

5.6 The Client undertakes and represents to the Company that neither the Services requested nor the Fixture are unlawful or which could render the provision of the Services by the Company in breach of any relevant applicable 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 the Company, the Client, a Representative or a Principal (ii) laws relating to money laundering, bribery and corruption. The Client shall promptly and fully inform the Company of any such claim or circumstance that comes to the Client’s attention. In the event that the Company, in their absolute discretion, believes that the Fixture or the provision of the Services may infringe such laws, the Company may terminate the Services immediately by written notice. In the event of such termination, the Company will have no liability arising from such termination howsoever arising.

6. MARKET REPORTS

The market reports or commentary published by the Company 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 Company has no liability for the consequences of any person, including the Client, purporting to rely on such market reports.

7. FEES AND PAYMENT

7.1 On Fixtures, the Company’s Fees will (unless otherwise expressly agreed in writing) be in the form of a commission on the freight, hire, purchase price or other payments or remuneration due under the Fixture as the case may be. The amount of commission payable and the party responsible for payment will be (i) expressly agreed in the Negotiations (ii) recorded in a specific commission agreement with the Company (iii) recorded in a commission clause or other agreement related to the Fixture concluded between the Client (or its Principal) and a third party or (iv) a combination of the foregoing.

7.2 If the Fee or amount of commission payable as a Fee has not been agreed in accordance with clause 7.1 above, a reasonable commission shall be payable to the Company in accordance to market practice.

7.3 If the client has agreed to be responsible for paying the Fees, the Client undertakes to make the payment or payments promptly. If the Client is  not the party responsible for payment of the Fees, the Client expressly agrees to making a provision for such Fees in the Fixture and to use its best endeavours to ensure the prompt payment of the Fees to the Company.

7.4 Nothing in these Terms will prevent the Company 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 and the Company will be deemed to have acted in reliance on the insertion of that clause.

7.5 In the absence of any specific provisions in the commission clause on voyage charters commission is payable on deadfreight, deviation costs, mobilisation and demobilisation, and demurrage as well as on all items that comprise the freight rate. Fees payable on time charters will be payable on the hire paid under the charter and any continuation or extension of the charter and ballast bonus, if any. Fees payable on sale agreements are payable on the gross purchase price or construction cost, including without limitation any extras and any monilisation, demobilisation and commission costs, and are payable on delivery of the Ship and payment of the purchase price. On new building contracts, the Fees are payable when each stage payment is made, in each case whether or not so provided for in the Fixture. Commission is payable on sums received by the Client as and when received and the Client shall not withhold payment pending resolution of unconnected matters. Commission is exclusive of all taxes, duties and bank charges.

7.6 The Services in clause 2.4 above will be subject to the agreement of a specific fee between the Company and the Client. The Company shall invoice the Client at the completion of the Services or at such other times and in such stages as may have been agreed. The Client shall pay the Fee within 30 days of the date of the invoice.

7.7 The Company has a general lien on all documents in its possession, custody or control for all sums due at any time to the Company from the Client on any account or Fixture whatsoever.

8. LIMITATION OF LIABILITY

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

8.1 Nothing in these terms and conditions shall limit or exclude the Company’s liability for (i) fraud or fraudulent misrepresentation (ii) death or personal injury caused by the negligence of the Company.

8.2 Subject to clause 8.1:

8.2.1 the Company and its Affiliates shall be relieved of liability for any loss or damage: (i) if, and to the extent that, such loss or damage is caused by any cause or event which the Company is unable to avoid, and the consequences of which the Company is unable to prevent by the exercise of reasonable diligence; and (ii) not solely caused by the act or omission of the Company or which would have occurred in any event;

8.2.2 neither the Company or any of its Affiliates shall be liable for: (i) any loss of profits, loss of or interruption to business; (ii) loss of reputation, depletion of goodwill; (iii) loss or corruption of data or information; (iv) pure economic loss; or (v) any special, indirect or consequential loss;

8.2.3 the Client shall not bring any claim of any kind against any of the Company’s or its Affiliates’ officers, employees or consultants personally in relation to the performance of the Services or the Contract unless the claim arises from the illegal acts of such person (but this will not exclude or limit the liability of the Company for the acts or omissions of such person performed within the scope of their authority or contract for employment or services as the case may be); and

8.2.4 the total liability of the Company and its Affiliates arising out of or in connection with the Contract or the Services shall in no circumstances exceed the lower of the following: (i) the amount of Fees payable to the Company by the Client in respect of the Services in connection with which the claim arises; or (ii) the sum of US$100,000.

8.3 The Client shall save, defend, hold harmless and keep the Company and its Affiliates indemnified from and against all liability, loss, damage, costs (including without limitation legal costs), expenses or claims whatsoever (including without limitation all duties, taxes, levies, fines, penalties or outlays of whatsoever nature levied by or owed any authority or any other third party) in excess of the maximum liability set out in clause 8.2.4.

8.4 The exclusions and/or limitations set out in this clause shall apply whether the claim against the Company or its Affiliates is brought in contract, tort (including without limitation for negligence) breach of duty or for any other cause whatsoever and irrespective of any breach of contract, negligence, breach of duty or other failure of any kind of the Company or its Affiliates or their respective employees, agents, consultants or sub-contractors.

8.5 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.6 Any claim by the Client against the Company or its Affiliates arising out of or in connection with the Services shall be made in writing and notified to the Company within 14 days of the date upon which the Client became aware, or ought reasonably to have become aware, of any occurrence alleged to give rise to such claim. Any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred. The Company shall in any event be discharged of all liability whatsoever and howsoever arising in respect of the Contract or the Services unless formal proceedings are brought and written notice thereof is given to the Company within one year from the date of the occurrence alleged to give rise to a cause of action against the Company.

8.7 The Company will be entitled to act upon the instructions of any of the Client’s Affiliates or any of its or their respective officers, employees, or agents and rely upon any information supplied by the Client or any of the foregoing in connection with the Services.

8.8 The Services shall be performed by the Company for the benefit of the Client only. The Company does not accept any responsibility or liability to any third party for the Services performed for the benefit of the Client, unless the Company has expressly agreed otherwise in writing.

9. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or arising out of or in connection with the Services shall be owned by the Company only.

10. LAW AND JURISDICTION

The Fixture (including any non-contractual matters and obligations arising therefrom) shall be governed by and construed in accordance with the laws of Singapore. Any dispute, controversy, proceedings or claim between the Parties relating to the Fixture or the Services shall be subject to the exclusive jurisdiction of the courts of Singapore.