Introduction

These General Terms and Conditions ("Terms") govern the shipbroking services ("Services") provided by ORB Trading ("Broker") to clients ("Client") in connection with the chartering, sale, purchase, and other maritime operations. By engaging the Broker’s Services, the Client agrees to these Terms, which supersede any conflicting terms unless expressly agreed otherwise in writing.

Definitions

• Broker: ORB Trading, acting as an intermediary in maritime services.
• Client: The party engaging ORB to provide shipbroking services.
• Services: Shipbroking services provided by the Broker, including vessel chartering, sale and purchase, and market facilitation.
• Fixture: The conclusion of a contract for the use, employment, or sale of a vessel.
• Commission: The payment due to the Broker for facilitating a Fixture.
• Principal: The shipowner, charterer, or any other party involved in a Fixture.
• Force Majeure: Events beyond a party’s control, preventing performance under these Terms.

Scope of Services

ORB acts as an intermediary in ship chartering and sale and purchase transactions. The Broker’s role includes introducing Principals, assisting with negotiations, and providing market intelligence when necessary. The Broker does not guarantee the performance of any Principal introduced through the Services.

Fixture-by-Fixture Basis

Unless otherwise agreed in writing, all Services are provided on a Fixture-by-Fixture basis. The Broker facilitates communication and negotiation between the Client and other Principals but is not responsible for the performance or non-performance of any Fixture.

Authority of the Broker

The Broker acts as an intermediary authorized to convey offers, counteroffers, and other communications between the Client and Principals. However, the Broker does not have the authority to bind the Client or to enter into contracts on behalf of the Client without explicit written authorization.

Non-Exclusivity

ORB Trading provides shipbroking services on a non-exclusive basis. The Client is free to engage other brokers for similar services, and ORB may also represent other clients, including those with competing interests.

Obligations of the Broker

ORB commits to:

• Professionalism: Perform Services with due care, skill, and professionalism, in accordance with industry standards.
• Confidentiality: Maintain the confidentiality of all sensitive information provided by the Client, unless disclosure is required by law or agreed in writing.
• Diligence: Transmit all offers, counteroffers, and relevant information promptly and accurately.

Obligations of the Client

The Client is responsible for providing timely and accurate information to facilitate the Broker's Services. The Client agrees to conduct due diligence on any counterparties introduced by the Broker and to bear responsibility for the performance of any contracts entered into as a result of the Broker’s Services.

Commission and Payment Terms

• Commission: The Broker is entitled to commission upon the conclusion of any Fixture facilitated by ORB’s Services. The rate and payment terms will be agreed upon in writing or, in the absence of an agreement, as per industry standards.
• Payment: Commission is payable upon the conclusion of the Fixture and is due within thirty (30) days of invoice issuance.
• Additional Services: If additional services are required, these must be agreed upon separately and may incur additional fees.

Liability and Indemnity

• Limitation of Liability: The Broker is not responsible for the performance of any Principal introduced through its Services. The Broker’s liability is limited to the amount of commission received for the specific Fixture.
• Indemnity: The Client agrees to indemnify and hold the Broker harmless from any claims, damages, or losses arising from the performance or non-performance of any Fixture.
• Exclusion of Consequential Loss: The Broker is not liable for any indirect or consequential losses, including lost profits or business opportunities.

Force Majeure

Neither party will be liable for delays or failure to perform obligations under these Terms due to events beyond their control, including natural disasters, war, strikes, pandemics, or governmental actions. If such events persist for more than thirty (30) days, either party may terminate the agreement by giving written notice.

Confidentiality

Both parties agree to keep all terms and information related to a Fixture confidential, except where disclosure is required by law or necessary for performance. This obligation extends for five (5) years following the conclusion of the relevant Fixture.

Compliance with Laws

Both parties agree to comply with all applicable laws, including but not limited to international sanctions, anti-corruption, anti-bribery, and anti-money laundering regulations. The Broker will take reasonable steps to ensure that Principals introduced by ORB comply with such laws.

Termination

• Termination by Notice: Either party may terminate the relationship by giving thirty (30) days’ written notice.
• Termination for Cause: Either party may terminate immediately if the other party breaches any material provision of these Terms and fails to remedy such breach within thirty (30) days of receiving written notice.
• Effect of Termination: Upon termination, the Broker is entitled to commission for any transactions concluded before the termination date.

Digital Systems

ORB may use digital platforms and systems to facilitate the delivery of its Services. The use of such platforms will not diminish ORB’s obligation to deliver Services with due diligence and care.

Insurance

The Broker is required to maintain professional liability insurance with reputable insurers. Upon request, the Broker will provide the Client with proof of such insurance coverage.

Sanctions, Trade Controls, and Anti-Corruption

• Sanctions: Both parties agree to comply with all applicable sanctions, trade controls, and anti-boycott laws. The Broker will use reasonable efforts to ensure that counterparties introduced by ORB comply with these regulations.
• Anti-Corruption: The Broker will not offer or accept any illegal payments, bribes, or facilitation payments in connection with the provision of Services.

Assignment

Neither party may assign or transfer its rights or obligations under these Terms without prior written consent, except that ORB may assign its rights to an affiliate or subsidiary.

Amendments and Modifications

ORB reserves the right to amend these Terms to reflect changing market conditions or legal requirements.

Governing Law and Dispute Resolution

• Governing Law: These Terms are governed by and construed in accordance with the laws of England and Wales.
• Dispute Resolution: Any disputes arising from or related to these Terms will be settled through arbitration under the rules of the International Chamber of Commerce (ICC) in London. The decision of the arbitrators will be final and binding.