General Terms and Conditions

The following terms and conditions apply in the absence of any other formal written agreement between the Company and the Client in respect of the provision of services by the Company.

Where they apply, these terms and conditions supersede all previous communications between the Company and the Client, whether written or oral, relating to the same subject-matter. No warranty, condition, term, description or representation is given or to be implied by anything said or written in negotiations between the Company and the Client, other than as set out in these terms and conditions.

Definitions

Client: means the person or entity which engages the Company to provide the Services;

Contract: means the agreement between the Company and the Client in respect of the provision of the Services, which incorporates these terms and conditions;

Company: means Hill Robinson Group Ltd and its associated, related or subsidiary companies;

Fee: means the sum payable by the Client to the Company in respect of the Services, which (unless otherwise agreed) shall be calculated by reference to the Rate Sheet;

Indemnity Limit: means either: (1) a sum equal to the amount of the Fee paid by the Client to the Company in respect of the Services; or (2) the sum of €500,000, whichever is the lower;

Rate Sheet: means the Company’s schedule of charges as published by the Company from time to time; and

Services: means the services (or any of them) to be provided by the Company, as requested by the Client or as proposed by the Company.

1. Appointment of Company

(a) The Company shall use its best endeavours to perform the Services and shall exercise reasonable skill and care in its performance of the Services.

(b) The Client shall pay the Company the Fee for providing the Services.

(c) The Company shall be entitled to assume that the Client has full authority to engage the Company to provide the Services and that any person who holds themselves out as representing the Client has full authority to do so.

(d) The Company shall, in the performance of the Services, be entitled to have due regard to its overall responsibilities in relation to all of its clients as may from time to time seek its services and to allocate its resources accordingly.

(e) Any changes or additions to the scope of the Services shall be agreed in writing by the Parties.

2. Client’s Obligations

(a) The Client shall ensure that full instructions are given to the Company and are provided in sufficient time to enable the Services to be performed effectively and efficiently. The Client shall disclose to the Company all relevant information of which they have knowledge, or to which they have access, in relation to the Services.

(b) In the event of any breach by the Client of the requirements of Clause 2(a) above, the Client shall be responsible for all consequential costs incurred by the Company and the Company shall not be liable for any consequential failure to perform the Services (or any of them).

(c) The Company shall have no liability whether in contract, tort or otherwise in respect of the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions or the non-disclosure by the Client of relevant information.

3. Expenses

The Client shall reimburse the Company for postage and communication expenses, travelling expenses, and other out-of-pocket expenses reasonably and properly incurred by the Company in connection with the provision of the Services (together, the “Expenses”). Expenses shall be reimbursed at cost plus an administration charge of 5%.

4. Liability

(a) Force Majeure:

Neither the Company nor the Client shall be held liable in respect of any breach of or failure to perform, or any delay in performance of, their respective obligations under the Contract (except for the obligation on the part of the Client to make payments due to the Company hereunder, which shall not be so excused) caused by any of the following force majeure events and/or conditions, to the extent that the party relying on this provision is prevented from or hindered in performing any or all of its obligations under the Contract and provided that that party has made reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions and has as soon as reasonably practicable notified the other party of the occurrence of such events and/or conditions:

(i) acts of God;

(ii) any Government requisition, control, sanction, intervention, requirement or interference;

(iii) any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof;

(iv) riots, civil commotion, blockades or embargoes;

(v) epidemics, pandemics or equivalent public health emergencies;

(vi) earthquakes, landslides, floods, tropical storms or other extraordinary weather conditions;

(vii) strikes, lockouts or other industrial action, unless limited to the employees (which shall not include the crew of any vessel, aircraft or other means of transport) of the party seeking to invoke force majeure; and

(viii) any other similar cause beyond the reasonable control of the affected party.

(b) Company’s liability to Client:

Without prejudice to Clause 4(a) and notwithstanding any other provision in the Contract:

(i) the Company shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, and howsoever arising in the course of performance of the Services UNLESS and only to the extent that same is proved to have resulted from the fraud, fraudulent misrepresentation, negligence, gross negligence or wilful default by/of the Company or its employees, agents or sub-contractors employed or engaged by it in connection with the Services, in which case (save where loss, damage, delay or expense has resulted from the act or omission of a member of the senior management of the Company committed with the intent to cause same, or recklessly and with knowledge that such loss, damage, delay or expense would probably result, or from fraud or fraudulent misrepresentation) the Company’s aggregate liability for each incident or series of incidents giving rise to a claim or claims (including legal expenses) shall never exceed the Indemnity Limit;

(ii) notwithstanding anything that may appear to the contrary in the Contract, the Company shall not be liable for any acts or omissions of the Client’s employees, agents and sub-contractors;

(iii) the liability of the Company under the Contract for loss and damage shall be limited to the amount that is reasonable for the Company to pay in relation to the contractual responsibilities of other consultants, contractors and specialists employed or engaged by the Client;

(iv) save for any liability set out in Clause 4(b)(i), the Company shall not be liable for any consequential or economic loss or for loss of profit or loss of use suffered by the Client howsoever arising out of or in connection with the Contract;

(v) nothing in the Contract shall operate to limit or exclude the Company’s liability for death or personal injury of any person caused by negligence (including without limitation any negligent act or omission) on the part of the Company or those for whom it is responsible;

(vi) the Company’s liability to the Client shall expire and claims against them shall become time barred after twelve (12) months following completion of the Services;

(vii) the Company shall not be liable in respect of any breach of its obligations under the Contract of which written notification shall not have been given within ninety (90) days of the date on which the Client ought reasonably to have become aware of the existence of such breach;

(viii) the Company gives no warranty or guarantee and makes no representation as to the accuracy or nature of any information provided to the Client or as to the financial standing or creditworthiness of any person; and

(ix) save as is expressly stated in the foregoing, all terms, conditions and warranties implied by law are excluded to the maximum extent permissible.

(c) Indemnity:

Except to the extent to which the Company would be liable under Clause 4(b)(i), the Client shall indemnify the Company and its directors, employees, agents and sub-contractors and hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of the Contract, and against and in respect of all costs, loss, damages and expenses (including reasonably-incurred legal costs and expenses on a solicitor and own-client basis) which the Company may directly suffer or incur in connection with the performance of the Contract. This indemnity will survive the termination of the Contract.

(d) “Himalaya”:

It is hereby expressly agreed that no director, employee or agent of the Company (including every sub-contractor from time to time engaged by the Company) shall in any circumstances whatsoever be under any liability whatsoever to the Client for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on their part while acting in the course of or in connection with their employment or engagement and, without prejudice to the generality of the foregoing provisions in this Clause 4, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Company or to which the Company is entitled hereunder shall also be available and shall extend to protect every such director, employee or agent of the Company acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 4 the Company is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be its directors, employees or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be Parties to the Contract.

(e) The Company may engage appropriately qualified sub-contractors, consultants and specialists to perform part or all of the Services at the Company’s own cost and risk.

5. Compliance with laws and regulations

The Client warrants and will procure that all funds provided to the Company in connection with the Services are made available in compliance with all applicable regulations and legislation in any applicable jurisdiction and hereby warrants that it will indemnify and hold harmless the Company against all actions, proceedings, claims, demands, charges, disbursements or liabilities, including all reasonably incurred legal expenses on a solicitor and own client basis, whatsoever or howsoever arising, which may be brought against them or incurred or suffered by them as a consequence of any breach by the Client of the matters stipulated in this Clause 5. Further the Client agrees to promptly provide relevant documentation reasonably requested by the Company in order to comply with relevant regulations in respect of handling of funds.

6. Company’s proprietary information

All documents, information and materials provided to the Client by the Company or on its behalf relating to the Services, including without limitation any data, reports and all other materials, drawings, specifications supplied by the Company or on its behalf to the Client and any documents, information and materials derived by the Client therefrom (together, the “Company’s Materials”) shall, at all times, be and remain the exclusive property of the Company, but shall be held by the Client in safe custody at its risk and maintained and kept in good condition by the Client until returned to the Company.  The Company’s Materials shall not be disposed of or used other than in accordance with the Company’s written instructions or authorisation.  The Client shall return to the Company forthwith any or all of the Company’s Materials at any time at the request of the Company and in any event upon the termination or expiry of the Contract.

7. Duration, suspension and termination of the Contract

(a) Unless terminated earlier in accordance with any other provision of this Clause 7, the Contract will terminate automatically (save in respect of any provisions which survive such termination) upon completion of the Services in accordance with the Contract.

(b) Either party may terminate the Contract on giving to the other party reasonable notice in writing (having regard to the nature and duration of the Services).

(c) The Company may suspend performance of the Services and/or terminate the Contract with immediate effect by notice in writing to the Client if:

(i) any sum due or payable by the Client to the Company remains outstanding for more than seven (7) days;

(ii) the Client fails to perform any of its obligations under the Contract in any material respect which is incapable of remedy or, if capable of remedy, is not remedied to the reasonable satisfaction of the Company within such a period of time as may in the circumstances be reasonable (having regard to the nature and duration of the Services) after receipt of written notice giving particulars of the breach and requiring it to be remedied;

(iii) the Client fails to respond in a timely manner to the Company’s reasonable requests for information and/or instructions; or

(iv) the Client makes no request for Services from the Company for a continuous period of one month.

(d) Subject to Clause 4(b)(i), the Company shall have no liability whatsoever for any losses of whatever nature incurred or suffered by the Client as a result of lawful suspension or termination of the Contract.

(e) Termination of the Contract shall be without prejudice to all rights accrued between the parties prior to the date of termination.

8. Law and Arbitration

(a) The Contract shall be governed by and construed in accordance with English law.

(b) Any dispute arising out of or in connection with the Contract (including any non-contractual obligations arising out of or in connection with it) shall be referred to arbitration in London in accordance with the Arbitration Act 1996. The arbitration shall be conducted in accordance with the appropriate London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The Parties hereby exclude any right to appeal any award under section 69 of the Arbitration Act 1996. The existence of any arbitration and any resulting award shall be confidential.