Adjusting, Settling, Third Party Administration
No Cure - no pay, World Wide Recoveries
Protecting Cargo in Terminated or Interrupted Voyages
Global 24/7, Casualty Response & Investigation
Freight Forwarding, Haulage, Logistics, Risk Prevention
P&I, F&D, Charterer's Liability
Survey, Risk Assessment, Loss Prevention
H & M SURVEYS
Consulting Marine Engineers & Expert Witness
1. The following definitions shall apply:
(b) The "Client" shall be the company, entity or person on whose behalf the Company shall provide the agreed Services and/or the Instructing Party and/or the Party responsible for settlement of the Company's fees.
(c) The "Services" shall be those tasks carried out by the Company as Agent for the Client, either by Agreement or as defined by or ejusdem generis with the definition of Services in the Company's E&O policy.
2. Agreement to Standard Terms & Conditions (STCs):
(b) Unless there is a separate written Agreement, the instruction by the Client is irrevocably agreed as being subject to these STCs.
(c) The STCs may only be amended by written agreement between the Company and the Client.
(d) These STCs may be further supplemented by service-specific Terms & Conditions, of which the Client shall be given due and proper notice in respect of each individual instruction, e.g. W K Webster & Co Ltd's Cargo Casualty Management Department's and/or Hull Claims Management Department's specific Terms for the provision of General Average and/or Salvage securities or similar.
(e) In the event of a conflict between the STCs and any written Agreement, the terms of the Agreement shall prevail.
3. Acceptance of Appointment:
(b) Nothing shall prevent the Company also acting as Agent for another Client.
(c) Other than as may be provided for in a separate Agreement, the Company may refuse or withdraw from an instruction in its sole discretion.
(b) For the avoidance of doubt, such steps are always taken by the Company in its capacity as Agent for the Client.
5. Client Warranties
(b) The Client warrants that it has irrevocable authority to instruct the Company.
(c) The Client warrants that the Company shall be the sole party instructed in respect of the Services and/or subject matter.
(d) The Client warrants that the instruction and/or subject matter are not illegal and do not contravene, including but not limited to, Anti-Bribery, Proceeds of Crime, Money Laundering and/or Sanctions legislation (OFAC/UN/EU/UK).
6. Client Obligations:
(b) The Client shall immediately inform the Company of any material change in circumstances that may affect the provision of Services, in particular payment of or receipt of any monies in respect of the subject matter.
(c) The Client shall not, during the term of provision of the Services, negotiate or deal with the subject matter directly, unless such Services are properly terminated and relevant fees and disbursement settled.
(d) The Client shall promptly settle fees and expenses of the Company and irrevocably agrees that the Company's fees become payable upon presentation. The Company reserves the right to levy a late payment / interest charge, either of its own assessment (currently 2% per annum above the relevant National Bank base rate) or pursuant to relevant statutory legislation.
7. Third Parties & Sub-Agents:
(b) Should the Company need to appoint third party experts and/or lawyers, it shall do so with the prior written authority of the Client. In exceptional circumstances, when it proves impossible to obtain authority from the Client, and the Company deems it necessary and in the interests of the Client, the Company may appoint a third party (e.g. a lawyer to protect a time bar) on its own authority but the Client shall be advised as soon as practicable thereafter. The Client shall remain responsible for settlement of the third party's fees.
(c) Should the appointment of a third party solely be as surveyor in respect of the subject matter, then the Company has irrevocable authority to appoint the said surveyor. The terms of Clause 4 (a) shall not apply and the Client shall be liable for the third party's fees.
(d) At all material times, such third party shall be acting as Agent of the Client.
(b) The Company's invoices become payable immediately upon presentation. The Company reserves the right to levy a late payment/interest charge, either of its own assessment (currently 2% per annum above the relevant National Bank base rate) or pursuant to relevant statutory legislation.
(c) Fees are payable in full without set-off or deduction in respect of any other Services or subject matter.
(d) Where any invoiced fees due have been outstanding for more than 60 days, whether arising from or under the terms of this STC or otherwise howsoever arising, the Company may set-off the amount due against any current or future funds held or received by the Company on behalf of the Client for any reason whatsoever. For the avoidance of doubt, this includes funds held by any and all entities of the Company, as defined under 1(a) above. The Company will notify the Client, per e-mail, about the intended set-off, providing reasonable identifying details of both the funds held and the fees due (“the Initial Notice”) together with a confirmation of the remaining balance. If the funds held and the funds due are in different currencies, then the exchange rate used shall be that of the date of the Initial Notice. The set-off may be effected without any further notice or confirmation 14 days after the Initial Notice, unless payment of the outstanding amount is received by the Company in full before this date.
(e) The Company may request payments on account and / or issue interim fees.
(f) The fees quoted are exclusive of VAT or other local taxes which may be applicable.
9. Lien & Retention
(b) The Company reserves the right to hold relevant documents, etc. in the event of an unresolved dispute between the Client and the Company.
(c) The Company shall comply with any legal requirement to hand over documents even though they may properly be the property of the Client.
(b) In the event that such termination is due to the bankruptcy or winding up or sale of the Client, the Company shall have irrevocable right to set off any monies and / or to receive any payments ultimately due to the Client in order to satisfy the Company's fees and expenses.
(c) In the event of voluntary termination, the Client shall remain liable as Principal for any personal obligations of the Company pursuant to the provision of Services, including but not limited to payment of fees and disbursements and to settlement of any Personal Guarantees (e.g. General Average and Salvage) extant at the material time.
(d) In the event of voluntary termination, in respect of services provided on a contingency basis (e.g. Recovery / Subrogation), then the Company shall be entitled to be paid either the fee that would reasonably have been paid had the subject matter been pursued to conclusion or a fee calculated on the hourly rate applicable at the material time.
(e) In the event of voluntary termination, in respect of services other than Clause 10 (d), the Company shall either finalise subject matters in run-off (and be paid as agreed) or close their file(s) and be entitled to their fees either as per fee scale or per hourly rate for time spent until termination at the hourly rate applicable at the time.
(f) Notwithstanding termination, obligations under these STCs remain in full force and effect.
(b) The Company shall only be responsible for losses caused by its own gross negligence or wilful misconduct. In the event that such losses are proven, the Company's limit of liability shall be 10 times the applicable fee or GBP30,000.00 (or equivalent in alternative currency), whichever is the lower.
(c) Any claims against the Company by the Client shall be deemed to be waived and absolutely time barred upon the expiry of one year from the completion or termination of the Services in each case.
12. Third Party Rights
(b) No variation, waiver or release from these STCs is permissible without the agreement of the Company.
14. Force Majeure
(b) Both parties shall keep the terms of any engagement, as well as the details of any subject matter in respect of which the service have been provided and any data in relation thereto, including but not limited to personal data, private and confidential and shall not release such information to any third party save:
- Such information may be released with the agreement of the relevant party
16. Law & Jurisdiction
(b) Any dispute shall be conducted and resolved in accordance with LMAA Terms in effect at the material time. The Reference shall be to three arbitrators or, if agreed between the parties, to a sole arbitrator. All procedural steps shall be in accordance with LMAA terms.
(c) Claims under GBP50,000.00 (or equivalent alternative currency) shall be conducted in accordance with LMAA Small Claims Procedure in effect at the material time.
(d) The parties may elect to proceed to Mediation. If Mediation is unsuccessful, then it shall be deemed to have been confidential and without prejudice to any subsequent arbitration.
(e) The parties may jointly agree to arbitration in an alternative forum.