Terms & Conditions

MARINE AGENCY

Crew Logistics

Freight Forwarding

Project Logistics

GMC AGENCY STANDARD TERMS AND CONTRACT OF SERVICE

All agency transactions entered into by Gulf-MC, LLC dba Gulf Marine Contractors (“Company”) in conjunction with or resulting from the Company’s business will be subject to the following terms and conditions (“Contract”) unless otherwise or previously agreed by the Company in writing.

If any transport law, international convention, or other regulation or directive applies to the Services provided by the Company hereunder, this Contract will, concerning such Services only, be subject to such legislation. However, nothing in this Contract will be interpreted as a waiver by the Company of any of its rights or an increase in its responsibilities or liabilities under such legislation. If any part of this Contract is in any way contrary to such law, the before-mentioned part will, in connection with such Services, be revoked to that extent and no further.

(1) The following terms have the following meanings individually in this Contract:

“Company” means Gulf-MC, LLC dba Gulf Marine Contractors.
“Services” indicates the services provided by the Company to the Merchant or Principal, whether or not for compensation, whether that be by way of charge, commission, fee or compensation of any other kind.
“Supplier” means the firm or person who contracts to supply Services or Goods to the Principal or Merchant through the Company.
“Merchant” means the firm or person (or any agent thereof) who ships, owns, receives or forwards either the Goods or holds the bill of lading in regard of which the Company and is applicable whether they are agent or principal, or has agreed to render or procure services.
“Principal” refers to the person or firm who is the owner or operator, charterer, or manager of the vessel represented by the Company and/or the carrier under the bill of lading in connection with which the Company provides services, or has or whose representatives have instructed the Company.
“Goods” refers to any merchandise, wares, and articles of every kind whatsoever. These can include any trailer, container, chassis, or equipment used to carry cargo.
“SDR” refers to a Special Drawing Right as defined by the International Monetary Fund.
The “Direct Representative” refers to the Company acting in the name of and on behalf of the Merchant and/or the Principal.
Words importing the singular number will include the plural and vice versa. Words importing the masculine will include the feminine and neuter and vice versa. Words importing persons will incorporate unincorporated associations, corporate bodies, and partnerships.
The headings in this Contract are for convenience only and will not affect their interpretation.

TRANSACTIONS WITH THE PRINCIPAL

The following terms and conditions apply to transactions with the Principal:

(2) The Principal will protect, defend, indemnify and hold the Company harmless in regard to all liabilities sustained by the Company when acting as a port agent, liner agent, or booking agent on the Principal’s behalf. This indemnity will include but not be limited to all third-party claims, charges, losses, damages, taxes, duties, and expenses that the Company may incur during the Services’ performance, in spite of any termination of the contract between the Company and the Principal, including, without limitation, interest, penalties and attorney’s fees. This indemnity will not hold forth to matters resulting from the Company’s willful misconduct or gross negligence.

(3) By telegraphic transfer to the Company’s bank account, the Principal will pay sums such as the Company may request as an advance on port disbursements which the Company estimates will happen while the Principal’s vessel is in the Company’s agency. If the Principal fails to obey with the Company’s request, the Company may give notice of the termination of its agency at any time.

(4) The Company is entitled to subtract from sums held by the Company for the Principal’s account any amounts due to the Company from the Principal.

(5) The Company, with the consent of the Principal, will have authority to appoint sub-agents to perform Services on behalf of the Principal. This includes Services such as may be subject to this Contract. The Company will at all times be responsible for the operations or actions of the sub-agent.

(6) Wherever the Company acts as a liner agent and/or booking agent for the Principal, the Principal will give six months’ written notice of the agency’s termination. “Written notice” will pertains to and includes notice by post or by electronic means, as pertains to this Clause.

(7) In the case that the Company is required by the Principal to file data with a port facility to be in compliance with the ISPS Code, the Company will utilize reasonable skill to file the data the designated filing deadlines and correctly. However, in this case, the Company cannot accept any liability or responsibility for the accuracy of the information provided by the Principal or in the case that the Principal fails to deliver the data punctually or if there are human errors or technical problems that are beyond the Company’s control. The Company will provide the filing process as only a data exchange service. Any liabilities or losses stemming from the filing of the data stay with the Principal, whether or not the Company was negligent or at fault in any way. The Principal will protect, defend, indemnify and hold Company harmless from any such losses and liabilities.

TRANSACTIONS WITH THE SUPPLIER

Terms and conditions apply to transactions with the Supplier as follows:

(8) In the case that the Company is acting as a port agent, liner agent, or booking agent, it will act at all times as agent for and on behalf of the Principal and has the authority to enter into contracts with the Supplier as agent for Principal, unless otherwise stated in writing. The Company will not be personally liable to pay debt or expense to the Supplier on behalf or from Principal.

(9) In the case that the Company is acting as a forwarding agent unless it is acting as an agent for the Principal per Clause (8) hereof or otherwise agreed in writing, it acts at all times as agent on behalf of the Merchant. The Company has authority to enter into contracts with the Supplier as agent for the Merchant. The Company will not be personally liable to pay any debt due from the Merchant.

Transactions with the Merchant

The following terms and conditions will apply to transactions with the Merchant:

(10) When acting as a port agent or liner agent or booking agent, the Company operates at all times as an agent on behalf of the Principal and has authority to enter into contracts with the Merchant as agent for the Principal. The Company shall not be personally liable or responsible for the Principal’s liabilities.

(11) The Company may provide the Services to the Merchant as its agent or as a principal. The Merchant authorizes that it is either the owner of the Goods or the authorized agent of the owner and acknowledges and accepts these terms for itself and as agent for and on behalf of the owner.

(12) Wherever the Company provides Services for the Merchant’s Goods as a forwarder (whether as principal or agent), the provision of such Services is subject to the Company’s Terms and Conditions and Freight Forwarding and Customs Brokerage.

(13) Occasionally the Company may issue a house bill of lading covering the transportation of the Merchant’s Goods. In the event there is any conflict between this Contract and the house bill of lading, the latter shall predominate.

(14) The Company will have full liberty to sub-contract the whole or any part of its contracted Services to third parties as deemed necessary to achieve the customer’s instructions and will be subject to the trading terms and conditions of the sub-contractors.

(15) The Company will be relieved of any liability, and the Merchant protects, defends, indemnifies and will hold the Company harmless, for loss or damage if such loss or damage resulting from:

An omission or an act of the Merchant or their representative or from any other entity from whom the Company took control of the Goods
the inherent wrongdoing or mishandling of the Goods, which includes inappropriate packing, labeling or addressing (excluding situations where the Company undertook to be responsible);
loading, stowage, handling or unloading of the Goods by the Merchant or any person acting on his behalf other than the Company;
seizure, forfeiture or detention under legal process;
riot, civil commotion, strike, lockout, general or partial stoppage or restraint of labor no matter the cause;
any acts of foreign enemies, hostilities, any result of war, invasion (whether war is declared or not), civil war, acts of terrorism or sabotage, pandemic, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalization or requisition or destruction of or damage to any property or Goods by or under the order of any Government or public or local authority.
any cause or event which the Company was unable to avoid and the consequences of such cause or event the Company was unable to prevent by the exercise of due diligence.

(16) The Company will not order insurance for the subject matter of the Services except in the case when specific, written instructions are given by the Merchant concerning which there is a particular agreement as to price or charge. All insurance established by the Company is subjected to the conditions of the insurer. The Company acts as an agent of the Merchant if the Company agrees to secure insurance.

(17) When the Company consents to provide or arrange Services for the Merchant’s Goods, the Merchant will be considered to have authorized the Company to resolve all contracts necessary to provide those Services. The Merchant will reimburse on demand the Company with all taxes, charges or fines whatsoever incurred by the Company as a result of providing or arranging the Services, or undertaking any liability in connection with the Services, expressly in respect of any bond issued to Customs or any other statutory authority by the Company.

(18) The Company is considered to be designated as and acts as a Direct Representative on behalf of the Merchant in all situations or dealings with any other authority.

(19) The Company will not render Services for Goods of a dangerous or damaging nature unless the Company has agreed to in writing previously. If the before-mentioned Goods are accepted according to a special arrangement, and according to the opinion of the Company, create a risk to health, goods, or property, the Company will contact the Merchant to require him to remove or otherwise deal with the Goods, when reasonably practicable. The Company reserves the right to do so at the expense of the Merchant. If the Merchant fails to provide such details at the time of contract, the Merchant will be subject to all costs and damages occurring as a result. The Company will have the right exercisable on behalf of itself or its Principal to revoke the contract.

LIABILITY

(20) The Company will employ reasonable care and diligence in providing Services.

(21) The liability of the Company will in all circumstances, unless otherwise agreed to in writing, be limited to the lesser of quantities calculated in the following manner:

when Goods are lost or damaged
the value of Goods lost and damaged
a sum calculated at the rate of SDRs 2.00 per kilo of the gross weight of any Goods lost or damaged.
the amount of direct loss or SDRs 75,000 in all other circumstances.

(22) The Company will not provide Services connected with bullion, coins, precious stones, jewelry, human remains, valuables, antiques, pictures, livestock, plants or pets. Unless specifically stated in previous writing, if the Company should provide the Services, handle or deal with such Goods the Company will be under no liability whatsoever for or in connection with such Goods, if any damage may occur.

(23) The Company will perform Services with due dispatch but will not be liable for any loss or damage resulting from any delay which it could not reasonably prevent. Without prejudice to the former, if the Company is considered liable for delay, its liability will not exceed the number of the Company’s charges in respect of the transaction.

(24) Except in those cases of loss or damage referred to in Clauses (22) and (24) above and Clause (26) below, no liability for consequential loss, both direct or indirect, will be attached to the Company. Before-mentioned damage or loss will include (but not be limited to) loss of market, loss of profit, loss of revenue, loss of business, loss of production, or the consequences of delay or deviation. However, the same damage or loss may be caused, and the same applies even if the Company was made aware of the possibility of before-mentioned damages prior.

(25) The Company will not be liable for loss of or damage to Goods unless it is notified thereof in writing within three days after the completion of the provision of the Services. Within 45 days the claim is made in writing, always provided that these limits will not apply if the Merchant or Principal can establish that it was not reasonably possible for him to claim in writing within the time limit and notice was given within a reasonable time. The Company will be discharged from all liability whatsoever and howsoever occurring in connection with the Services unless suit is brought within nine months of the delivery of the Goods or the date they should have been delivered or the date of the event causing to any other loss.

ETHICS AND BRIBERY

(26) The Company is governed under the UK Bribery Act 2010 and the US Foreign and Corrupt practices Act 1977 and other applicable international laws or regulations concerning ethics and bribery. The Company strengthens the application of these laws and regulations through its extensive ethics policy, training programs, and code of conduct. The Company has a zero-tolerance policy to violations of any laws or regulations relating to ethics or bribery.

(27) If while performing or complying with the terms of the contract the Company encounters a breach or concludes that a breach of the ethics or bribery laws or regulations will transpire, the Company will notify the Principal or Merchant and suspend carrying out its commitments to the degree that the performance of them relates in any way to the breach.

(28) The Company has no liability to the Principal or Merchant for any claims, damages, liabilities, losses or expenses associated with a breach of ethics or bribery laws or regulations, as described in section 27. It will not be required to continue the Services or the Contract’s performance until the breach of the laws and/or regulations has been thoroughly examined, and measures are put into place to prevent any further violations.

SANCTIONS

(29) The Company is legally obliged to comply with the European Union and United States of America (OFAC) sanctions and export control programs. The Company is legally obliged to comply with any other related applicable sanctions and export control laws or regulations in different jurisdictions (“Sanctions”). The Principal or Merchant must provide written notification to the Company if any services asked of the Company are associated with vessels that are in route to or from a port that is the subject of comprehensive country-wide Sanctions. If so, the Principal or Merchant must verify that an OFAC license or exemption applies to the vessels’ activity. The Principal or Merchant must provide a copy of or reference to such license or exclusion, or otherwise verify and prove to the Company’s satisfaction that providing services to or for the vessel the Company will not violate Sanctions or risk the imposition of any Sanctions on the Company. If the Principal or Merchant requests the Company to complete any services that the Company believes would violate Sanctions or risk the imposition of any Sanctions on the Company, the Company will inform the Principal or Merchant and confirm the extent to which the Company is prevented or unable to perform the services requested.

(30) The Company will not have any liability to the Principal or Merchant for claims, losses, liabilities, or expenses related to the failure or unwillingness of the Company to perform services due to Sanctions risks or issues. The Principal and Merchant will protect, defend, indemnify, and hold Company harmless from and against any such claims of liability as before-mentioned.

CONFIDENTIALITY AND GENERAL DATA PROTECTION REGULATION (“GDPR”)

(31) The parties acknowledge and accept that any information exchanged between them in connection with or resulting out of the Services is confidential and will not be disclosed, released, or shared with any third party unless there is the disclosing party’s written permission or it is required to perform the Services. The responsibilities contained in this Clause are binding on the parties for five years from the date of exchange of the information, maintaining that nothing will prevent a party from disclosing or sharing information which:

is in its possession before receiving from the disclosing party
is publicly known, as result other than as a consequence of a breach of this Clause
is developed separately by the receiving party
is obtained from a third party without similar restrictions and breach of this Clause.

(32) The parties agree that they are subject to and accept responsibility under the European Union – General Data Protection Regulation and the United Kingdom equivalent legislation (“GDPR”) through their roles in receiving, managing, and storing personal data. Each party consents to hold harmless and indemnify the other party for a breach of GDPR perpetrated by that party.

(33) If the performance of services requires the Company to process personal data, the Company agrees that it will comply with the European Union – General Data Protection Regulation. In addition, as a Data Processor under GDPR it will abide by the following requirements:

Do not use a sub-processor without the prior written authorization of the Principal or the Merchant as the Data Controlled
Cooperate with supervisory Data Protection Agencies
Guarantee the security of data processed
Keep records of data processing actions
Notify any personal data breaches to the Principal or the Merchant as the Data Controller
Employ a data protection officer and designate a representative within the EU General

(34) Fees for the Services to be provided by the Company to the Merchant or Principal and costs of port or other disbursements expected to be incurred shall be provided by the Company to the Merchant or Principal and agreed in advance of the Services being performed. If the Merchant or the Principal, as the case may be, fails to make payment in full of any sums due to the Company on demand or within any period agreed in writing, the Company shall be entitled to recover all costs of collection, including reasonable attorney’s fees and interest at 15% per annum or the highest rate allowed by law, whichever is more, unless a lower amount is agreed to by Company.

(35) The Company will have a general lien on all Goods and documents relating to Goods in its possession, custody or control for all sums due at any time from the Merchant or Principal. The Company will be entitled to sell or dispose of these Goods or documents as agent for and at the expense of the Merchant or Principal and are able to apply the proceeds towards the monies due and the costs of the retention, insurance, sale and disposal of the Goods. The Company will give reasonable notice of 30 days of the intention to sell to the Merchant or Principal unless the Goods are subject to perish or deteriorate. In this case, the Company shall have the right to sell or dispose of the Goods immediately. The Company will, once accounting to the Merchant or Principal for any balance remaining, be discharged from all liability in respect of the Goods.

(36) Wherever liability for General Average occurs in connection with the Goods, the Merchant will immediately give security to the Company or any other agent indicated by the Company in a form satisfactory to the Company. General Average shall be defined as provided in the York-Antwerp Rules of 2016.

(37) It is herewith agreed that no servant or agent of the Company (which for this Clause includes every independent contractor employed by the Company) will in any circumstances be under any liability under this Contract for any loss, damage or delay of whatever kind resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in conjunction with his employment.

(38) Without prejudice to the generality of the preceding provisions, every exemption from liability, condition, limitation, and liberty contained and every right, defense and immunity of whatsoever nature relevant to the Company or to which the Company is entitled will also be available and will extend to protect every such agent of the Company acting as above-mentioned.

(39) The Company is authorized to retain and be paid any volume discounts, brokerages, rebates, commissions, allowances, or other related payments from any parties. The Company actively sources suppliers to support its Merchants and Principals’ vessels and service requirements. The Company’s choice of suppliers may result in it benefitting from specific financial incentives in some cases. These cases include:

the acceptance of vendors’ discounts based on the total volume of business which the Company provides to before-mentioned vendors
economic incentives for marketing the services of vendors
ad-hoc economic incentives acquired by the Company for providing administrative support to vendors
punctual payment discounts

Both the existence or absence of these incentives does not affect the prices paid by the Merchants or Principals, except that, to the extent agreed with its Merchants or Principals, the Company will pass economic incentives through to its Merchants or Principals.

(40) The Company may also grant incentives to intermediaries to generate more business. These incentives include the payment of fees. Both the existence or absence of such arrangements with agents does not affect the prices paid by the Merchants or Principals. When the Company provides incentives to agents, the Company requires the agents to confirm that:

the amount and nature of such incentives are disclosed to the intermediary’s principals
By engaging the Company to perform the services, the agents have done so in compliance with all appropriate anti-bribery and corruption laws.

(41) All business handled by the Company, including its interaction with the Merchant, Principal, Suppliers, and intermediaries, is subject to its Code of Conduct and Ethics. The Code of Conduct and Ethics is intended to identify a set of aims, values, and rules that govern how the Company and its employees will conduct business on behalf of the Company.

(42) In the case that the Merchant or the Principal are working on behalf of a third party, either as an agent or intermediary, the Merchant or the Principal will confirm:

the amount and nature of any brokerages, rebates, volume discounts, commissions, allowances or other payments contracted with the Company are disclosed to their principals
they have engaged the Company to perform services in compliance with all applicable anti-bribery and corruption laws.

(43) The Merchant, the Supplier, and the Principal agree with the Company that no claim or allegation of any kind will be made against any of the Company’s parent(s), affiliate(s), or subsidiary(ies) company(ies), and the directors, officers, managers, employees, servants or agents of any of the preceding (within collectively called “the Beneficiaries”) for any loss, damage or delay of any kind resulting from or occurring directly or indirectly from any negligent act error or omission of the Beneficiaries in the performance of the Services under this Contract. The Beneficiaries will have the benefit of this effort, and in entering into this contract, the Company does so not only on its behalf but also as agent or trustee for the Beneficiaries, who will, to the scope of this clause only, be deemed to be parties to this contract.

(44) The Principal will arrange for the Company to be added to its P&I entry as a co-insured, without any obligation to pay a premium. This will provide the Company with protection against any claims that are typically the responsibility of the Principal but is made against the Company in its capacity of the Principal’s agent or due to the local laws making the Company accountable for the liabilities of the Principal or the vessel while under the agency of the Company.

(45) The title, right, and interest, including intellectual property rights, in any data collected as part of the services performed by the Company for the Principal or Merchant, belongs to the Principal or Merchant. The Principal or Merchant herein grants the Company a non-exclusive, royalty-free worldwide license to use, copy, store, modify or transmit this data to develop and improve its products & services. This license to use can help create and distribute reports and other materials for its principals and customers (this includes the right to display the same publicly).

Any Principal or Merchant data will be used exclusively in whole with other data. Such results will not be personally identifiable to the Principal or Merchant.

(46) Any reference to the Company within this Contract shall include any of Gulf-MC, LLC dba Gulf Marine Contractors’ associates, subsidiaries or affiliated companies within the Gulf-MC, LLC dba Gulf Marine Contractors group of companies (or any company under the administrative control of one of the Gulf-MC, LLC dba Gulf Marine Contractors group of companies) used to perform the Company’s duties under this Agreement. The Company may assign any of or all its rights, interests, and obligations, in its sole discretion, under these Contract to any company within the Gulf-MC, LLC dba Gulf Marine Contractors group of companies.

(47) This Contract, and all matters arising out of or relating to this Contract, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to the conflict of law’s provisions thereof to the extent such principles or rules would require or permit the laws of any jurisdiction other than the State of Texas to apply. Any action or proceeding by either party to enforce this Contract shall be brought only in any state or federal court in the state of Texas, Harris County. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

(48) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY WORK PERFORMED THEREUNDER.

(49) This Contract contains all the understandings and representations between the Company and the Customer about the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, concerning such subject matter.

USA STANDARD TERMS AND CONDITIONS OF SERVICE – FREIGHT FORWARDING AND CUSTOMS BROKERAGE

These terms and conditions of service constitute a legally binding contract between the” Company” and the “Customer.” In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions outlined in such other documents(s) shall govern those services.

1. DEFINITIONS

“Company” shall mean Gulf-MC, LLC dba Gulf Marine Contractors., its respective subsidiaries, related companies, agents and/or representatives;
“Customer” shall mean the person for which the Company is rendering service, as well as its agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
“Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
“Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “non- vessel operating carrier”;
“Third parties” shall include, but not be limited to, the following: “carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise.”

2. COMPANY AS AGENT

The Company acts as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export documentation on behalf of the Customer and other dealings with Government Agencies: as to all other services, Company acts as an independent contractor

3. LIMITATION OF ACTIONS

Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within ninety (90) days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
All suits against Company must be filed and properly served on Company as follows:
For claims arising out of ocean transportation, within one (1) year from the date of the loss;
For claims arising out of air transportation, within two (2) years from the date of the loss;
For claims arising out of the preparation and/or submission of an import entry(s), within seventy-five (75) days from the date of liquidation of the entry(s);
For any and all other claims of any other type, within two (2) years from the date of the loss or damage.

4. NO LIABILITY FOR THE SELECTION OR SERVICES OF THIRD PARTIES AND/OR ROUTES

Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any action(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.

5. QUOTATIONS NOT BINDING

Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer.

6. RELIANCE ON INFORMATION FURNISHED

Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with the Customs Service, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Customer’s behalf;
In preparing and submitting customs entries, export declarations, applications, documentation and/or export data to the United States and/or a third party, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect or false statement by the Customer upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.

7. DECLARING HIGHER VALUE TO THIRD PARTIES

Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefor; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company’s discretion, the goods may be tendered to the third party, subject to the terms of the third party’s limitations of liability and/or terms and conditions of service.

8. INSURANCE

Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.

9. DISCLAIMERS; LIMITATION OF LIABILITY

Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services;
Subject to (d) below, Customer agrees that in connection with any and all services performed by the Company, the Company shall only be liable for its negligent acts, which are the direct and proximate cause of any injury to Customer, including loss or damage to Customer’s goods, and the Company shall in no event be liable for the acts of third parties;
In connection with all services performed by the Company, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
In the absence of additional coverage under (c) above, the Company’s liability shall be limited to the following:
where the claim arises from activities other than those relating to customs brokerage, $50.00 per shipment or transaction, or
where the claim arises from activities relating to “Customs business,” $50.00 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less;
In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages even if it has been put on notice of the possibility of such damages.

10. CUSTOMS CHARGES

Payment to the broker will not relieve Importer of Record of liability for customs charges (duties, taxes, or other debts owed U.S. Customs and Border Protection [“CBP”]) in the event the charges are not paid by the broker. Therefore, if the Importer of Record pays by check, customs charges may be paid with a separate check payable to the “U.S. Customs and Border Protection” which will be delivered to U.S. CBP by the broker.

11. ADVANCING MONEY

All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to Customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company.

12. INDEMNIFICATION/HOLD HARMLESS

The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability arising from the importation or exportation of Customer’s merchandise and/or any conduct of the Customer, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorney’s fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.

13. INSPECTION CONSENT

Company may, but shall not be obligated to, inspect any shipment. Cargo items tendered for transportation may be subject to security controls by carriers and to other government regulations. The customer expressly agrees and consents to searches / inspections / screenings of all cargo in accordance with applicable security controls, initiatives and regulations, including, but not limited to, the regulations of the U.S. Transportation and Security Administration.

14. C.O.D. OR CASH COLLECT SHIPMENTS

Company shall use reasonable care regarding written instructions relating to “Cash/Collect” or “Deliver (C.O.D.)” shipments, bank drafts, cashier’s and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.

15. FORFEITURE OF DISCOUNTS AND COSTS OF COLLECTION

All discounts offered, as indicated on the invoice faces, are forfeited should Customer fail to comply in all respects with payment terms. In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 15% per annum or the highest rate allowed by law, whichever is more, unless a lower amount is agreed to by Company.

16. GENERAL LIEN AND RIGHT TO SELL CUSTOMER’S PROPERTY

Company shall have a general and continuing lien on any and all property of Customer coming into Company’s actual or constructive possession or control for monies owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both;
Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on-going storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien.
Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.

17. NO DUTY TO MAINTAIN RECORDS FOR CUSTOMER

Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §§1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a “recordkeeper” or “recordkeeping agent” for Customer.

18. OBTAINING BINDING RULINGS, FILING PROTESTS, ETC.

Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post-Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.

19. PREPARATION AND ISSUANCE OF BILLS OF LADING

Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Customer.

20. NO MODIFICATION OR AMENDMENT UNLESS WRITTEN

These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.

21. COMPENSATION OF COMPANY

Customer, shippers, consignees and bill-to parties are jointly and severally liable for the compensation of the Company for its services. The Company’s charges may be reversed to the responsible parties if a shipment is refused or payment is not made by the original bill-to party. The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.

22. SEVERABILITY

In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect.

23. GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE

These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of Texas without giving consideration to principles of conflict of law. All disputes arising hereunder shall be resolved at Houston, Texas and at no other place.

24. CUSTOMER AND COMPANY

irrevocably consent to the jurisdiction of the State and Federal courts located in Houston, Texas
agree that any action relating to the services performed by Company, shall only be brought in said courts;
consent to the exercise of in personal jurisdiction by said courts over it, and
further agree that any action to enforce a judgment may be instituted in any jurisdiction.

ZA AGENCY STANDARD TERMS AND CONTRACT OF SERVICE

All agency transactions entered into by Gulf Marine Contractors (Pty) Ltd. (“Company”) in conjunction with or resulting from the Company’s business will be subject to the following terms and conditions (“Contract”) unless otherwise or previously agreed by the Company in writing.

(1) The following terms have the following meanings individually in this Contract:

“Company” means Gulf Marine Contractors (Pty) Ltd.
“Services” indicates the services provided by the Company to the Merchant or Principal, whether or not for compensation, whether that be by way of charge, commission, fee or compensation of any other kind.
“Supplier” means the firm or person who contracts to supply Services or Goods to the Principal or Merchant through the Company.
“Merchant” means the firm or person (or any agent thereof) who ships, owns, receives or forwards either the Goods or holds the bill of lading in regard of which the Company and is applicable whether they are agent or principal, or has agreed to render or procure services.
“Principal” refers to the person or firm who is the owner or operator, charterer, or manager of the vessel represented by the Company and/or the carrier under the bill of lading in connection with which the Company provides services, or has or whose representatives have instructed the Company.
“Goods” refers to any merchandise, wares, and articles of every kind whatsoever. These can include any trailer, container, chassis, or equipment used to carry cargo.
“SDR” refers to a Special Drawing Right as defined by the International Monetary Fund.
The “Direct Representative” refers to the Company acting in the name of and on behalf of the Merchant and/or the Principal.
Words importing the singular number will include the plural and vice versa. Words importing the masculine will include the feminine and neuter and vice versa. Words importing persons will incorporate unincorporated associations, corporate bodies, and partnerships.
The headings in this Contract are for convenience only and will not affect their interpretation.

TRANSACTIONS WITH THE PRINCIPAL

The following terms and conditions apply to transactions with the Principal:

(4) The Company is entitled to subtract from sums held by the Company for the Principal’s account any amounts due to the Company from the Principal.

TRANSACTIONS WITH THE SUPPLIER

Terms and conditions apply to transactions with the Supplier as follows:

TRANSACTIONS WITH THE MERCHANT

The following terms and conditions will apply to transactions with the Merchant:

(15) The Company will be relieved of any liability, and the Merchant protects, defends, indemnifies and will hold the Company harmless, for loss or damage if such loss or damage resulting from:

An omission or an act of the Merchant or their representative or from any other entity from whom the Company took control of the Goods
the inherent wrongdoing or mishandling of the Goods, which includes inappropriate packing, labeling or addressing (excluding situations where the Company undertook to be responsible);
loading, stowage, handling or unloading of the Goods by the Merchant or any person acting on his behalf other than the Company;
seizure, forfeiture or detention under legal process;
riot, civil commotion, strike, lockout, general or partial stoppage or restraint of labor no matter the cause;
any acts of foreign enemies, hostilities, any result of war, invasion (whether war is declared or not), civil war, acts of terrorism or sabotage, pandemic, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalization or requisition or destruction of or damage to any property or Goods by or under the order of any Government or public or local authority.
any cause or event which the Company was unable to avoid and the consequences of such cause or event the Company was unable to prevent by the exercise of due diligence.

(18) The Company is considered to be designated as and acts as a Direct Representative on behalf of the Merchant in all situations or dealings with any other authority.

LIABILITY

(20) The Company will employ reasonable care and diligence in providing Services.

(21) The liability of the Company will in all circumstances, unless otherwise agreed to in writing, be limited to the lesser of quantities calculated in the following manner:

when Goods are lost or damaged
the value of Goods lost and damaged
a sum calculated at the rate of SDRs 2.00 per kilo of the gross weight of any Goods lost or damaged.
the amount of direct loss or SDRs 75,000 in all other circumstances.

ETHICS AND BRIBERY

SANCTIONS

CONFIDENTIALITY AND GENERAL DATA PROTECTION REGULATION (“GDPR”)

is in its possession before receiving from the disclosing party
is publicly known, as result other than as a consequence of a breach of this Clause
is developed separately by the receiving party
is obtained from a third party without similar restrictions and breach of this Clause.

Do not use a sub-processor without the prior written authorization of the Principal or the Merchant as the Data Controlled
Cooperate with supervisory Data Protection Agencies
Guarantee the security of data processed
Keep records of data processing actions
Notify any personal data breaches to the Principal or the Merchant as the Data Controller
Employ a data protection officer and designate a representative within the EU General

the acceptance of vendors’ discounts based on the total volume of business which the Company provides to before-mentioned vendors
economic incentives for marketing the services of vendors
ad-hoc economic incentives acquired by the Company for providing administrative support to vendors
punctual payment discounts

the amount and nature of such incentives are disclosed to the intermediary’s principals
By engaging the Company to perform the services, the agents have done so in compliance with all appropriate anti-bribery and corruption laws.

(42) In the case that the Merchant or the Principal are working on behalf of a third party, either as an agent or intermediary, the Merchant or the Principal will confirm:

the amount and nature of any brokerages, rebates, volume discounts, commissions, allowances or other payments contracted with the Company are disclosed to their principals
they have engaged the Company to perform services in compliance with all applicable anti-bribery and corruption laws.

Any Principal or Merchant data will be used exclusively in whole with other data. Such results will not be personally identifiable to the Principal or Merchant.

(46) Any reference to the Company within this Contract shall include any of Gulf Marine Contractors (Pty) Ltd, associates, subsidiaries or affiliated companies within the Gulf Marine Contractors (Pty) Ltd group of companies (or any company under the administrative control of one of the Gulf Marine Contractors (Pty) Ltd group of companies) used to perform the Company’s duties under this Agreement. The Company may assign any of or all its rights, interests, and obligations, in its sole discretion, under these Contract to any company within the Gulf Marine Contractors (Pty) Ltd group of companies.

(47) This Contract, and all matters arising out of or relating to this Contract, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the South Africa or in the country in which the Company is registered, without giving effect to the conflict of law’s provisions thereof to the extent such principles or rules would require or permit the laws of any jurisdiction other than South Africa to apply. Any action or proceeding by either party to enforce this Contract shall be brought only in the exclusive jurisdiction of the High Court in Cape Town. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

ZA STANDARD TERMS AND CONDITIONS OF SERVICE – FREIGHT FORWARDING AND CUSTOMS BROKERAGE

1. DEFINITIONS

“Company” shall mean Gulf Marine Contractors (Pty) Ltd., its respective subsidiaries, related companies, agents and/or representatives;
“Customer” shall mean the person for which the Company is rendering service, as well as its agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
“Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
“Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “non- vessel operating carrier”;
“Third parties” shall include, but not be limited to, the following: “carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise.”

2. COMPANY AS AGENT

3. LIMITATION OF ACTIONS

Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within ninety (90) days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
All suits against Company must be filed and properly served on Company as follows:
For claims arising out of ocean transportation, within one (1) year from the date of the loss;
For claims arising out of air transportation, within two (2) years from the date of the loss;
For claims arising out of the preparation and/or submission of an import entry(s), within seventy-five (75) days from the date of liquidation of the entry(s);
For any and all other claims of any other type, within two (2) years from the date of the loss or damage.

4. NO LIABILITY FOR THE SELECTION OR SERVICES OF THIRD PARTIES AND/OR ROUTES

5. QUOTATIONS NOT BINDING

6. RELIANCE ON INFORMATION FURNISHED

Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with the Customs Service, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Customer’s behalf;
In preparing and submitting customs entries, export declarations, applications, documentation and/or export data to South Africa and/or a third party, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect or false statement by the Customer upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.

7. DECLARING HIGHER VALUE TO THIRD PARTIES

8. INSURANCE

9. DISCLAIMERS; LIMITATION OF LIABILITY

Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services;
Subject to (d) below, Customer agrees that in connection with any and all services performed by the Company, the Company shall only be liable for its negligent acts, which are the direct and proximate cause of any injury to Customer, including loss or damage to Customer’s goods, and the Company shall in no event be liable for the acts of third parties;
In connection with all services performed by the Company, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
In the absence of additional coverage under (c) above, the Company’s liability shall be limited to the following:
where the claim arises from activities other than those relating to customs brokerage, $50.00 per shipment or transaction, or
where the claim arises from activities relating to “Customs business,” $50.00 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less;
In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages even if it has been put on notice of the possibility of such damages.

10. CUSTOMS CHARGES

11. ADVANCING MONEY

12. INDEMNIFICATION/HOLD HARMLESS

13. INSPECTION CONSENT

14. C.O.D. OR CASH COLLECT SHIPMENTS

15. FORFEITURE OF DISCOUNTS AND COSTS OF COLLECTION

16. GENERAL LIEN AND RIGHT TO SELL CUSTOMER’S PROPERTY

Company shall have a general and continuing lien on any and all property of Customer coming into Company’s actual or constructive possession or control for monies owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both;
Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on-going storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien.
Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.

17. NO DUTY TO MAINTAIN RECORDS FOR CUSTOMER

Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §§1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of South Africa; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a “recordkeeper” or “recordkeeping agent” for Customer.

18. OBTAINING BINDING RULINGS, FILING PROTESTS, ETC.

19. PREPARATION AND ISSUANCE OF BILLS OF LADING

20. NO MODIFICATION OR AMENDMENT UNLESS WRITTEN

21. COMPENSATION OF COMPANY

22. SEVERABILITY

In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect.

23. GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE

These terms and conditions of service and the relationship of the parties shall be construed according to the laws of South Africa or the country in which the Company is registered without giving consideration to principles of conflict of law. All disputes arising hereunder shall be resolved under the exclusive jurisdiction of the High Court in Cape Town and at no other place.

24. CUSTOMER AND COMPANY

irrevocably consent to the jurisdiction of the State and Federal courts located in Cape Town.
agree that any action relating to the services performed by Company, shall only be brought in said courts;
consent to the exercise of in personal jurisdiction by said courts over it, and
further agree that any action to enforce a judgment may be instituted in any jurisdiction.