Terms and Conditions
In
nominating Alaska Maritime Agencies and or any of its related companies ("Alaska Maritime") to act
as Agent, Principal agrees to the following terms
and conditions:
1. Principal shall remit funds requested to cover
estimated disbursements prior to vessel arrival.
Agency fee is based on vessel's arrival pilot
station until dropping outward pilot. Principal
shall reimburse Agent for actual expenses incurred
in sending and maintaining necessary attendants
where offices are not located. When Agent is
required to furnish services in connection with
extraordinary matters such as major repairs,
casualties, classification surveys, general average,
maritime lien litigation, governmental penalties,
etc., actual costs and fees commensurate with the
services involved shall be paid by Principal as
incurred. Agent's expenses shall be reimbursed by
Principal, including communications, ships' mail,
staff overtime, customs charges, copying,
transportation and other expenses related to the
vessels' call.
2. Agent is authorized to agree to customary terms
and provisions in the Port area as provided by
contracts, tariffs, and applicable laws. When
arranging for berths, pilots, tugs or other services
which are provided under contract or law which
purports to limit the liability of the service
providers, Agent will not procure any additional
insurance on behalf of vessel or Principal unless
such additional insurance is specifically requested in writing and paid for
prior to vessel arrival. Principal is hereby notified that in some cases services arranged may be subject to annual volume commitments by Agent and Agent is entitled to any benefits of such commitment at its sole discretion.
3.
PRINCIPAL SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS GENERAL STEAMSHIP FROM AND AGAINST ALL EXPENSES, CLAIMS AND LAWSUITS OF WHATSOEVER NATURE (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, NONPAYMENT, INJURY, DEATH, OR PROPERTY DAMAGE), ALLEGED TO ARISE OUT OF OR RELATE TO OPERATIONS OR CONDITIONS CONNECTED WITH THE VESSEL, CREW, OWNERS, OPERATORS, INDEPENDENT CONTRACTORS, CHARTERERS OR CARGO. In the event charges/penalties
are assessed against bonds provided on behalf of
vessel/cargo by Agent or its sub-contractor,
Principal shall promptly arrange U.S. collateral
security to cover bonding exposure. Principal shall
pay all costs incurred by General Steamship in collection of its fees and costs and enforcement of its indemnity rights, including reasonable
attorney's fees, and shall pay interest on all
unpaid amounts outstanding 30 days after accounts
are rendered, at 18 percent, compounded annually. In
the event of an oil spill or other incident requiring notice to
governmental authorities under applicable law, Agent
is authorized by Principal and the vessel to make
such required notification. Agent shall have a lien
against the vessel and its documents for all unpaid agency fees, un-reimbursed expenses and obligations
incurred on behalf of vessel.
4. Proprietary Rights
All information (including the pro forma DA and final DA) provided by the Agent is
a trade secret and the sole and exclusive intellectual property of Agent.
Agent retains sole and exclusive ownership and all right, title and interest in and
to all trade secrets and all other intellectual property, and Principal agrees that
such is privileged between the Agent and the Principal. There are no licenses, transfers and/or assignments
granted under these Terms and Conditions, whether express or implied.
Principal agrees that the Agent's trade secrets and intellectual property may not be
disclosed, shared or used for any purpose, including but not limited to statistical analysis,
other than settlement of a particular voyage disbursement account, without the express written
permission of the agent. Principal further agrees to give notice of these Terms and Conditions
to all of its service providers, agents, servants and contractors, and to guarantee that they will be bound hereby.
