Terms and Conditions

  1. Definitions

    1. “Company” means American Shipping and Chartering and any and all related companies, affiliates, subsidiaries, and associated entities.

    2. “Agent” means any individual or entity appointed by the Company or client to act on their behalf in relation to the services provided. This includes, but is not limited to, representatives handling brokerage, port agency, logistics, or other related functions.

    3. “Principal” means any relevant legal or natural person nominating and/ or appointing Agent to provide the Company services.

    4. “Vessel” means ship or boat for which the agent is requested to provide services.

    5. “Vessel Interests” means the Vessel, its beneficial and legal owners, bareboat charterer, time charterer, voyage charterer, cargo interests, and all other parties with an interest in the Vessel and/ or its voyage.

    6. “Vessel Support Calls” include, but are not limited to, services such as docking arrangements, cargo handling, customs and port clearance, and any other port-related activities required to facilitate the vessel’s operations.

  2. Agreement to Terms and Conditions

    1. By nominating or appointing the Agent to provide agency services, the Principal agrees to be bound by all the terms and conditions set forth in this Agreement. The Principal warrants that it has the authority to agree to these Terms and Conditions on its own behalf and on behalf of the Vessel Interests.

  3. General

    1. These Terms and Conditions govern the appointment of agents, representatives, or brokers by any individual or entity engaging with the Company for services, including but not limited to brokerage, port agency, oil and gas, and logistics. By appointing the Company or its representatives, the appointing party represents and warrants that they have the authority to bind their interests and are fully responsible for compliance with these Terms and Conditions.

  4. Agency Fees and Disbursement

    1. The Company will provide a detailed quote for all agency services related to the vessel call. The Principal agrees to pay the quoted amount prior to the commencement of the vessel support call. Upon payment, the funds become the property of the Company.

    2. Following the completion of the vessel support call, any unused funds will be automatically refunded to the Principal within seven [7] business days.

    3. The Company will handle all disbursements related to the vessel call on behalf of the Principal. Disbursements may include, but are not limited to, port fees, pilotage, towage, and other necessary expenses. All disbursements will be documented and provided to the Principal upon request.

  5. Compensation

    1. The Principal agrees to compensate the Company for the services rendered under this Agreement in accordance with the mutually agreed upon rates and payment terms. Payments shall be made within seven [7] business days from the date of the invoice unless otherwise specified.

    2. The Company shall issue an invoice to the Principal detailing the services provided, applicable fees, and any additional expenses incurred. The Principal shall review and dispute any discrepancies in the invoice within five [5] business days of receipt; otherwise, the invoice shall be deemed accepted.

    3. If the Principal fails to make payment within the mutually agreed upon time frame, a late payment interest fee of 4.5% per month will be applied to the overdue amount. This interest is to accrue from the due date until the date of full payment.

    4. If the Principal does not make the full payment within forty-five [45] days after the due date, the Company and its Agent shall have the right to arrest the Vessel until all outstanding payments are paid in full. This includes accrued interest and any additional costs associated with the arrest. The arrest of the vessel shall be carried out in accordance with applicable maritime laws and regulations.

  6. Indemnity

    1. Each party agrees to indemnify, defend and hold the other party harmless from and against any third party claims, liabilities, damages, losses, and expenses, (including reasonable attorney fees) that arise from or in connection to the Agreement, to the extent caused by the indemnifying party’s negligence or willful misconduct.

  7. Assignment

    1. Neither party may assign this Agreement in its entirety without the other party’s consent, to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

  8. Limitation of Liability

    1. Under no circumstances shall the Company or its Agents be liable to the Principal for any indirect, incidental, special, consequential, or punitive damages. This includes, but is not limited to, loss of profits, revenue, data, or use. This limitation applies regardless of whether the claim arises from a contract, tort, or any other legal theory.

  9. Force Majeure

    1. In any circumstance a party is affected by an event beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, war, terrorism, civil disturbances, labor disputes, strikes, government actions, embargoes, epidemics, pandemics, and any other similar events or circumstances that prevent or hinder the performance of any obligations under this Agreement.

    2. Force Majeure shall not include any event caused by the negligence or willful misconduct of the affected party or any event that could have been reasonably foreseen and mitigated by the affected party.

  10. Dispute Resolution

    1. Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, performance, or termination, shall be resolved by arbitration. The arbitration shall be conducted in Houston, Texas, in accordance with the rules of the Houston Maritime Arbitration Association.

    2. The arbitration proceedings shall be governed by the laws of the State of Texas. The arbitrator(s) shall be selected in accordance with the Houston Maritime Arbitration Association rules, and the decision of the arbitrators shall be final and binding on all parties. Each party shall bear its own costs and expenses related to arbitration, including legal fees, and shall share equally the costs of the arbitrator(s) and the arbitration administration.

  11. Law and Jurisdiction

    1. This Agreement, as well as any rights and obligations arising from it, shall be governed by general maritime law of the United States where applicable, and otherwise by the State of Texas, without regard to its conflict of laws principles. Any dispute or proceeding relating to this Agreement shall, at the Agent’s sole discretion, be handled according to the terms listed in Section Ten [10] of this Agreement, for arbitration.

  12. Notice

    1. Any notice required or permitted under this Agreement shall be in writing and sent to the address of the receiving party. Notices may be delivered by hand, certified mail, or by a nationally recognized courier service. Notices are to be deemed received on the date of delivery if hand delivered, on the date shown on the return receipt if sent by certified mail, or on the date of delivery if sent by courier.

  13. Severability

    1. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction the remaining provisions shall continue in full force effect.