Unless otherwise expressly agreed, these Credit Terms set out the terms and conditions on which the Carrier grants credit on any Freight payable to the Carrier in connection with any services or contracts for the carriage of goods, whether evidenced by the Carrier’s paper bill of lading, waybill or otherwise (“Terms of Carriage”), made between Carrier and the Merchant, as defined in the Terms of Carriage. These Credit Terms and the prevailing terms and conditions of the Terms of Carriage are available upon request from the Carrier or its authorized agents or at www.seagoline.com.
These Credit Terms may be changed by Carrier at any time without notice. The term “Customer” used herein shall mean the individual or legal person to whom the Carrier grants credit, whether or not such person falls within the meaning of “Merchant” as defined in the Terms of Carriage. Customer warrants that by entering into these Credit Terms, it has the authority to do so on its own behalf and on behalf of its Subsidiaries (as defined below), if and to the extent credit granted extends to such Subsidiaries.
1.1 The Customer and/or its Subsidaries agrees and undertakes to pay to the Carrier all Freight and charges due to be paid by the Customer under the governing Terms of Carriage within the Credit Period.
1.2 Notwithstanding clause 1.1 above, when the total accumulated value of all unpaid invoices for Freight, whether overdue or not in accordance with clause 1.1 above, issued to the Customer in respect of any Terms of Carriage exceeds the sum of the Credit Limit (or the equivalent amount in the invoiced currency/ies), the Customer agrees to pay the amount exceeding the Credit Limit instantly.
2. Excluded Charges
No credit is granted for any Excluded Charges, as set out in writing by the Carrier from time to time, which are payable per separate payment and invoice terms.
Any sum payable to Carrier shall be paid in United States Dollar (USD) or, at the Carriers’ option in its equivalent in the currency/ies applied in the relevant invoice(s) to the Customer on the day of Payment.
4. Full payment
Payment of Freight shall not be effective until the amount of the payment is unconditionally and irrevocably transferred to and at the effective disposal of the Carrier in cleared funds. Each payment under these Credit Terms shall be made in full without set-off, withholding, abatement, counterclaim or deduction or stay of execution of any kind.
5. Remittance advice
5.1 If settlement of Freight is done via bank transfer or cheques, Customer agrees to forward a separate remittance advice outlining which invoices that are included in each payment. This is to facilitate correct registration of the payment and to avoid that the Carrier mistakenly considers Freight, which has already been settled, to be overdue.
5.2 In the absence of Customer advice to the contrary, any payment shall be applied to the oldest outstanding invoices.
6. Disputed invoices
If the Customer disputes any invoice, in whole or in part, the Carrier must be notified in writing, including by e-mail, within the earlier of 7 (seven) days from the Customer’s receipt of the relevant invoice or the Credit Period after which time the Customer shall not be entitled to dispute the invoice. Any part of an invoice not being disputed must be settled in accordance with these Credit Terms. A disputed part of an invoice is exempted from the standard or agreed payment terms until the dispute has been settled. As soon as the dispute is settled, payment of outstanding Freight to the Carrier must be made immediately.
7. Subsidiaries & Freight Agents
7.1 If the Customer wishes the Carrier to extend credit to any of the Customer’s Subsidiaries, then the Customer must first obtain the Carrier’s prior written consent. In such cases, the Credit Terms applicable to the Customer shall also include and apply jointly and severally to the Subsidiaries. The Customer guarantees performance and payment by all its Subsidiaries, and shall indemnify the Carrier for all consequences and costs and expenses in the event of any default, claim or non-payment by any Subsidiary. The Customer confirms that it has the authority of any such Subsidiaries to accept these Credit Terms also on their behalf.
7.2 If the Customer wishes to appoint a third party to settle Freight on his behalf (a “Freight Agent”), then the Customer must first obtain the Carrier’s prior written consent. The Credit Terms applicable to the Customer (except for the granting of credit) also include and apply to the Customer’s Freight Agents. The Customer guarantees performance and payment by all Freight Agents, and shall indemnify the Carrier for all consequences and costs and expenses in the event of any default, claim or non-payment by any Freight Agent. The Customer hereby confirms that it has the authority of any such Freight Agent to accept these Credit Terms also on the Freight Agent’s behalf.
8. Non-Payment and Breach
If, at any time:
(a) any Freight and/or any other charges is not paid within the Credit Period by Customer and/or any of its Subsidiaries; and/or
(b) any outstanding amounts are not settled accordingly by Customer and/or any of its Subsidiaries; and/or
(c) the Credit Limit is exceeded by Customer and/or its Subsidiaries; and/or
(d) the Customer or any of its Subsidiaries or Freight Agents breach any of these Credit Terms; and/or
(e) the Customer or any of its Subsidiaries or Freight Agents cease trading or enter into any form of liquidation, bankruptcy, receivership or administration in any jurisdiction, or are unable to meet payments when due;
The Carrier retains the right to take any or all of the following actions:
8.1. Require immediate payment of all outstanding Freight and/or other charges.
8.2. With hold original documents including transport documents and/ or cargo until all Freight, other charges and/or outstandings, including collection and reminder fees, costs and expenses, are paid.
8.3. Suspend or terminate the right to credit pursuant to these Credit Terms.
8.4. Exercise any applicable right of lien over any cargo.
8.5. Stop providing or arranging carriage of goods or other services.
8.6. Apply automatically and without prior notice a default interest at the rate advised by the Carrier to the Customer, and if no such rate is advised, at the annual rate of 3 (three) per cent above the minimum lending rate set by the national or central bank, as applicable, of the country or territory of the relevant currency for any period after each amount has become overdue.
8.7. Commence collection proceedings pursuant to clause 18.
8.8. Apply an administration fee, as advised by the Carrier to the Customer in writing from time to time.
In any arbitration, litigation or other proceedings arising out of or related to this Agreement the prevailing party shall be entitled to receive its attorney fees and own reasonable costs and expenses.
10. Credit Suspension
Without prejudice to Clauses 1 and 8, in the event that Freight and/or other Charges is not paid within the Credit Period or the Credit Limit is exceeded, the Carrier may, at its discretion, suspend the granting of credit under these Credit Terms in relation to the Customer and/or to any one or more of its Subsidiaries. Such suspension shall be notified in writing, including by e-mail. In the event of any credit suspension pursuant to clauses 8.3 and/or 10, these Credit Terms shall not apply to any Terms of Carriage concluded or Freight and/or other Charges earned after the suspension has taken effect.
Except as may be necessary to comply with applicable laws, regulations, court orders, arbitral awards or for the benefit of a party’s legal advisors or accountants, these Credit Terms must be kept strictly confidential between the Carrier and the Customer and its Subsidiaries. Disclosure of any of the provisions of these Credit Terms may result in the Carrier’s termination, with immediate effect, of the right to credit pursuant to these Credit Terms.
12. No waiver of Freight
Customer recognizes that the Carrier under the terms and conditions of the Carrier’s Terms of Carriage have an absolute obligation at law and under Section 10(b) of the Shipping Act of 1984 to collect and receive all Freight due under the relevant tariff or tariffs.
If the financial situation of the Customer or any of his Subsidiaries’ changes materially after the Carrier’s granting of credit pursuant to these Credit Terms, or the Customer ceases to control any of the Subsidiaries, the Customer must promptly inform the Carrier hereof in writing.
These Credit Terms are written and accepted by the Customer in the English language. The English language text of these Credit Terms shall prevail over any translation thereof.
15.1 Subject to Clause 17, these Credit Terms constitute the full and complete understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings and agreements relating to such subjects matter. Any modification or amendment of any provision of these Credit Terms shall be effective only if in writing and signed by both parties.
15.2 The Customer may not assign or transfer any of its rights, benefits or obligations under any credit agreement constituted by these Credit Terms.
If any of the provisions of these Credit Terms are found by any court of competent jurisdiction or other competent authority to be void or unenforceable, the remaining provisions of these Credit Terms shall not be affected thereby, but shall continue in full force and effect.
17. Terms and Conditions – Clause Paramount
17.1 Unless otherwise expressly agreed in writing, any agreement of the Carrier to grant credit to the Customer on any Freight payable to the Carrier in connection with Terms of Carriage is subject to these Credit Terms. Incorporation of these Credit Terms into any agreement for credit may, at the Carrier’s option, include incorporation by reference including by way of hyper-linking to http://www.seagoline.com/general/credit-terms/ where these Credit Terms are available.
17.2 Except to the extent expressly varied by these Credit Terms, the provisions on Freight and payment of Freight and Lien in the Contracts of Carriage prevail over these Credit Terms. In all other cases and matters, these Credit Terms are subject to the terms and conditions of the prevailing Terms of Carriage.
17.3 The rights and remedies available to the Carrier under these Credit Terms are cumulative and are in addition to every other right and remedy to which it is entitled under law, equity and the Terms of Carriage.
18. Governing law
18.1 These Credit Terms are subject to the choice of law and jurisdiction provisions of the Terms of Carriage to which the granting of credit relates.
18.2 Notwithstanding clause 18.1, the Carrier may at its option choose that these Credit Terms shall be subject to (i) the law and jurisdiction of a competent court at the Customer’s principal place of business, or that of any of its Subsidiaries, or (ii) the law at the Customer’s principal place of business, or that of any of its Subsidiaries, and arbitration in accordance with such law.
19. Third Party Rights
19.1 The Carrier’s affiliates, associates and agents (“Relevant Third Parties”) shall have the benefit of these Credit Terms as they apply to the Carrier, including the Governing Law clause. The Carrier enters into any credit agreement which incorporate these Credit Terms not only on its own behalf but also as agent and trustee for such persons.
19.2 To the extent that clause 19.1 is not effective to give such benefit to any Relevant Third Party, such Relevant Third Party may enforce such provisions in its own name pursuant to the Contracts (Rights of Third Parties) Act 1999 of England or other equivalent law. Any credit agreement constituted by these Credit Terms may be varied or rescinded, by agreement or in accordance with its terms, without the consent of any Relevant Third Party.
“Carrier” means Seago Line A/S.
“Credit Limit” means the credit limit advised by, or agreed with, the Carrier to the Customer in writing from time to time.
“Credit Period” means the number of calendar days of credit as advised by, or agreed with, the Carrier to the Customer from time to time. The Credit Period counts from the issuance [the date] of the first, specific invoice, even if subsequently revised once or more times.
“Freight” includes all sums payable to the Carrier such as but not limited to freight and charges, and for which credit has been granted by the Carrier.
“Subsidiaries” mean any entity accepted in writing by the Carrier as the Customer’s subsidiary or affiliate as defined in clause 7.1 hereof, and to which entity credit may be granted by the Carrier in accordance with these Credit Terms, including in particular clause 7.1.