Terms & Conditions

The below terms and conditions of Handysize Chartering Pool apply to all dealings between you as a Client and Handysize Chartering Pool, and are effective whenever and wherever you as a Client request Handysize Chartering Pool to provide Services, or respond to Handysize Chartering Pool about the provision of Services. These Terms and Conditions of Business create a clear, legally binding agreement between you as Client and Handysize Chartering Pool (Client, Handysize Chartering Pool, and Services are all defined below), and any of the below definitions apply whether the defined words appear in the singular or plural form. Please note that your full attention is specifically drawn to the provisions of these Terms and Conditions of Business that limit Handysize Chartering Pool’s liability.

1. Definitions

In these terms and conditions, the following definitions apply:

“Handysize Chartering Pool” — meaning the company: Kentbulk Inc., NY, 35 W 31st St Frnt 1, New York, NY 10001, www.handysize.net. “The Freight Platform” is also used as our brand name.

“Client” — the party requesting Handysize Chartering Pool’s services or responding to Handysize Chartering Pool about the provision of the Services. Where such party is acting as a Representative, reference to You will additionally include the Principal.

“Principal” — a party to a Fixture, including an owner, seller, buyer, builder, or time- and/or bareboat charterer of a ship, and any other party guaranteeing the obligations of such a party. The Principal may include You.

“You” — the party requesting Handysize Chartering Pool’s services or responding to Handysize Chartering Pool about the provision of the Services. Where such party is acting as a Representative, reference to You will additionally include the Principal.

“Representative” — a person or company, including but not limited to a ship manager, chartering department, shipbroker, or other agent, who is not a Principal but is involved in negotiations on behalf of a Principal.

“Negotiations” — all exchanges and messages, whether verbal or in writing, about concluding a Fixture.

“Fixture” — a contract, including but not limited to, for the sale, purchase, construction, or charter of a ship, together with negotiations to enter into such contracts.

“Post Fixture Services” — assistance with communications relating to operational matters arising during and after a Fixture.

“Services” — the Services referred to in clause 2 of these terms and conditions.

2. Services covered by our Terms and Conditions of Business

2.1 Handysize Chartering Pool will solely act as a shipbroker in respect of any Fixture concluded. The role of Handysize Chartering Pool is to introduce Principals. After the introduction, Handysize Chartering Pool 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 upon or provided by Handysize Chartering Pool after a Fixture.

2.2 Unless specifically agreed in writing, Handysize Chartering Pool will act solely as an intermediary in respect of Fixtures and will not enter any Fixtures arising from the Services as a Principal. Handysize Chartering Pool is not responsible for the performance or non-performance of Fixtures or Principals.

2.3 Unless otherwise agreed in writing, the Services are provided on a Fixture-by-Fixture basis only.

2.4 Handysize Chartering Pool may from time to time also agree to perform other tasks, such as providing ship valuations and/or specific market research. Such tasks may be subject to specific provisions (for example, the wording of a valuation certificate) in addition to these Terms and Conditions of Business. In the event of, and only to the extent of, a conflict between these Terms and Conditions of Business and the specific provisions, the latter will prevail. Otherwise, these Terms and Conditions of Business, including those as to limitation of liability, will fully apply.

3. Obligations of Handysize Chartering Pool

3.1 Handysize Chartering Pool will perform the Services with the knowledge, reasonable skill, and good care expected of a professional shipbroker, in line with applicable law as per clause 11 below.

3.2 In dealing with others, Handysize Chartering Pool will take full care to stay within the authority given by You and to avoid any kind of misrepresentation.

3.3 During Negotiations, Handysize Chartering Pool undertakes to pass on offers, counteroffers, and other such communications accurately and in a timely manner. This obligation applies both to passing communications to and from You.

3.4 It is understood that Handysize Chartering Pool may be dealing with Representatives or other intermediaries rather than directly with a Principal. In such cases, Handysize Chartering Pool deals with such Representatives or other intermediaries in good faith as to the authority they possess, but does not warrant that specific authority.

3.5 If Handysize Chartering Pool is acting directly for a Principal, Handysize Chartering Pool warrants that it has the authority of that Principal. If at any time Handysize Chartering Pool provides information in respect of a Principal, including but not limited to information regarding company structures or financial standing, it is understood and agreed that such information is provided in good faith only and without guarantee. It is the sole obligation of the Principal to decide whether to enter a Fixture with the proposed counterparty and on what terms.

3.6 Unless otherwise agreed in writing, the Services are not provided on an exclusive basis, and it is understood that Handysize Chartering Pool may act as a shipbroker for other parties in respect of the same or other Fixtures. Where Handysize Chartering Pool is dealing directly with two Principals about the same Fixture, Handysize Chartering Pool’s duty will be to pass on offers, counteroffers, and other such communications accurately and in a timely manner as authorized by each Principal in turn. You recognize that Handysize Chartering Pool may be the sole broker in a transaction and agree that Handysize Chartering Pool is under no obligation to specifically disclose that fact.

4. Confidentiality

Where Handysize Chartering Pool is given information stated by You to be private and confidential, or it is expressly agreed that a Fixture is private and confidential (in either case, “Private and Confidential Information”), Handysize Chartering Pool will hold that information in confidence and will not disclose it to any other party without your prior permission. This obligation will not extend to information which (I) was already or becomes known to Handysize Chartering Pool through other sources not subject to an obligation of confidentiality, (II) is or becomes known to the market generally other than as a result of a breach of this obligation, (III) Handysize Chartering Pool is obliged to disclose under an order of a court or other authority, or (IV) is given by You in confidence but on the understanding that it is passed on to a third party. In all cases, this obligation of confidentiality shall be deemed to end 3 years after the end of performance of the Fixture in question, or, in the absence of a concluded Fixture, 3 years from the end of the Negotiations.

5. Your Obligations to Handysize Chartering Pool

5.1 If You are a Principal, You warrant that You have full legal power to conclude or enter into the Fixture brought about by the Services. If You are acting as a Representative, You warrant that You have the Principal’s authority (I) to accept these terms and conditions of business on their behalf, (II) to make all offers, counteroffers, and representations made during Negotiations, and (III) to agree on a Fixture on their behalf.

5.2 Where Services are provided, You are deemed to have engaged Handysize Chartering Pool in respect of any Fixture that arises in connection with or via those Services, whether or not it is concluded via Handysize Chartering Pool. You will provide Handysize Chartering Pool with all the information and instructions necessary for the performance of the Services. Where actions need to be taken by a certain time (such as reply times during Negotiations), You will ensure Handysize Chartering Pool has sufficient time to forward such messages before the expiration of the relevant time limit.

5.3 In respect of Post Fixture Services, if Handysize Chartering Pool has asked You to use specific e-mail addresses for operational messages or claims, You will use those e-mail addresses. If You do not receive prompt acknowledgment of receipt of any time-sensitive messages or claims documentation from Handysize Chartering Pool, You undertake to contact Handysize Chartering Pool in writing to confirm receipt. Handysize Chartering Pool will have no responsibility for a failure to act on a message or claims documentation unless it is sent to the correct address and acknowledged in writing by Handysize Chartering Pool.

5.4 You will take good care to avoid any misrepresentations occurring in Negotiations. You will carefully review all messages sent or copied to You and promptly advise Handysize Chartering Pool of any errors or misrepresentations. Handysize Chartering Pool is not responsible for the consequences of a failure by You to review such messages.

5.5 You warrant that You do not know of any reason why the Fixture could be unlawful, or which could render the provision of the Services by Handysize Chartering Pool in breach of any relevant law, including but not limited to (I) sanctions imposed by the United Nations, European Union, the United States of America, China, Russia, or any national government having authority over You, Handysize Chartering Pool, a Representative, or a Principal, and (II) laws relating to money laundering, bribery, and corruption. You will promptly and fully inform Handysize Chartering Pool of any such reason that comes to your attention. If Handysize Chartering Pool, in its absolute discretion, believes that the Fixture or the provision of the Services may infringe any such laws, it may by written notice terminate the Services immediately and without warning. In the event of such termination, Handysize Chartering Pool will have no liability arising from such termination howsoever arising.

6. Market Reports

Where Handysize Chartering Pool publishes market reports or commentary, these are provided for general information only and not for use in respect of 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. Handysize Chartering Pool has no liability whatsoever for the consequences of any person, including You, relying on such market reports.

7. Revenue of Handysize Chartering Pool

7.1 On all Fixtures, the revenue of Handysize Chartering Pool will (unless otherwise specifically agreed in writing) be in the form of commission on the freight, the time charter hire, or the purchase price, as the case may be. The level of commission payable and the party responsible for payment will be set out specifically during the Negotiations and in the Fixture.

7.2 If the commission payable to Handysize Chartering Pool is recorded in a commission clause in a charter party or other agreement, the commission will be payable in accordance with that clause. Handysize Chartering Pool will be deemed to have acted in reliance on the insertion of that clause and to have assented to the terms of the commission clause governing its right to commission.

7.3 If You are the party agreed to be responsible for paying the commission, You undertake to make the payment. If You are not the party responsible for making the commission payment, You expressly agree to the making of provision for such commission in the Fixture.

7.4 Nothing in these terms will prevent Handysize Chartering Pool from enforcing a commission clause or other clause conferring a benefit on it as a third party under the terms of the Fixture.

7.5 In the absence of specific provisions in the commission clause, on voyage charters, commission is payable on dead freight, detention, and demurrage as well as on the freight. Freight shall include all items that comprise the freight rate. On time charters, commission is payable on the hire paid under the time charter and any following continuation or extension of the time charter. Commission is payable on sums received by You as and when received, and You will not withhold payment pending resolution of any unconnected matters. The commission is exclusive of all taxes and duties. Where freight is adjusted — for example, as a result of a bunker escalation clause — commission is payable on the total final (adjusted) freight.

7.6 Unless otherwise agreed in writing, the Client shall pay all invoices submitted by Handysize Chartering Pool within 30 (thirty) running days of each invoice date, without set-off, deduction, counterclaim, or discount, notwithstanding the existence of any claim or dispute — including but not limited to disputes in respect of off-hire, demurrage, and breach of contract claims between the Client and any Principal or other party. If the Client fails to make any payment due to Handysize Chartering Pool under the Fixture by the due date, Handysize Chartering Pool shall have the right to charge interest on the overdue amount at 5% (percent) per annum above the then-current Bank of America base rate, accruing daily from the due date until the date of actual payment.

7.7 Handysize Chartering Pool has a general lien on all documents in its possession or control for all sums due from You to Handysize Chartering Pool, whether arising out of the Fixture or otherwise.

7.8 The tasks referred to in clause 2.4 above will be subject to agreement of a specific fee and/or reasonable commission between You and Handysize Chartering Pool in accordance with market practice. Handysize Chartering Pool will invoice You after the Services are performed, or at such other times and stages as may have been agreed. You will pay that fee within 30 (thirty) running days of the date of the invoice.

8. Limitation of Liability

This clause specifically limits Handysize Chartering Pool’s liability towards You, so the Client’s attention is particularly drawn to it.

8.1 Nothing in these Terms and Conditions of Business limits Handysize Chartering Pool’s liability for (I) fraud or fraudulent misrepresentation, or (II) death or personal injury caused by the negligence of Handysize Chartering Pool.

8.2 Handysize Chartering Pool will, subject to the provisions of this clause 8, be liable to You for damage directly caused by its failure to perform the Services with the reasonable skill and good care expected of a professional shipbroker, provided that Handysize Chartering Pool will never be liable for: (I) any loss of profits, loss of anticipated savings, business interruption or losses arising therefrom, loss of reputation, loss of goodwill, or indirect or consequential losses; (II) any damage caused by an event or cause that Handysize Chartering Pool was unable to avoid and/or the consequences of which could not have been prevented by the exercise of reasonable diligence; or (III) any damage which was not solely caused by the act or omission of Handysize Chartering Pool, or which would have occurred in any event.

8.3 Handysize Chartering Pool’s total liability arising from or in connection with the Services shall in no circumstances exceed the sum of USD 25,000.

8.4 The exclusions and/or limitations set out in this clause apply whether the claim against Handysize Chartering Pool is brought in contract, tort (including negligence), breach of statutory duty, or on any other basis whatsoever.

8.5 For these Terms and Conditions of Business, a “Force Majeure” event means an event beyond the reasonable control of Handysize Chartering Pool including, but not limited to, strikes, lock-outs, or other industrial disputes (whether involving the workforce of Handysize Chartering Pool or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of Handysize Chartering Pool’s Clients or Principals. Handysize Chartering Pool shall not be liable to the Client for any delay or failure to perform its obligations under these Terms and Conditions of Business as a result of a Force Majeure event.

8.6 Any claim against Handysize Chartering Pool must be made in writing and notified to Handysize Chartering Pool within 14 days of the date on which You became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim; any claim not so notified shall be deemed waived and time-barred. Handysize Chartering Pool shall in any event be discharged of all liability arising out of the Services unless suit is brought and written notice of it given to Handysize Chartering Pool within 183 running days of the end of performance of the Fixture, or, in the absence of a concluded Fixture, within 183 running days from the end of the Negotiations.

9. Meaning of Writing or Written

In these Terms and Conditions of Business, any reference to writing or written includes e-mails, faxes, and other electronic communications, including but not limited to WhatsApp, SMS messaging via mobile phone, LinkedIn, and other social network media.

10. Website

Access to and use of the Handysize Chartering Pool website, www.handysize.net, is subject to these Terms and Conditions of Business. By accessing and browsing the Handysize Chartering Pool website, or downloading data, material, text, images, video, or audio from it, You accept, without limitation or qualification, to be bound by these Terms and Conditions of Business. Handysize Chartering Pool may at any time revise these Terms and Conditions of Business. You are bound by such revisions and should periodically visit the Handysize Chartering Pool website to review the current Terms and Conditions of Business.

11. Cookies

The Handysize Chartering Pool website uses cookies to provide you with an improved online browsing experience and to allow us to improve our presentation on the website. By visiting this website, you agree to the use of cookies in accordance with this policy and our Terms and Conditions of Business.

12. Jurisdiction and Law

These terms shall be governed by and construed in accordance with US law, and any dispute between a Client and Handysize Chartering Pool shall be decided by the courts of New York in accordance with US law only.

13. Miscellaneous

13.1 Any intellectual property rights in or arising out of the Services belong to Handysize Chartering Pool, and unless otherwise stated, all contents of this website are © Handysize Chartering Pool (see also clause 9).

13.2 If a court or other competent authority finds that any provision of these terms and conditions of business (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these terms and conditions of business shall not be affected. If any invalid, unenforceable, or illegal provision would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it fully legal, valid, and enforceable.

This version of Handysize Chartering Pool’s Terms and Conditions of Business is dated 25.05.2015.