Maersk Ocean Fixed and Maersk Ocean Seasonal (Dry and Reefer)

1.    Definitions

Affiliates - In relation to either Party, Affiliate means an entity in the same group-ownership as that Party.

Agreement – Any reference to the “Agreement” is a reference to this legally binding agreement entered into by the parties as well as any other terms incorporated by reference.

Allocation Week – Each week during the Term is an Allocation Week. The Allocation Week for the purposes of a booking is the proforma departure week of the first ocean going vessel for that shipment.

Allocation Portal – The online application where you have access to view your allotted capacity to cover the Volume Nomination, including any seasonality or tolerances.

Booking Confirmation – The Booking Confirmation is a document sent by us confirming the details of a booking made under this Agreement.  

Calendar Quarter – Calendar Quarter means a period of three consecutive months ending on the last day of March, June, September, or December respectively. 

Charges – Charges are any and all freight, costs, fees, expenses, commissions, duties, penalties, compensation, surcharges, charges, or any other amounts whatsoever payable to us in respect of the services provided to you under this Agreement.

Contract Output – The Contract Output is a document containing the key commercial terms of this Agreement, including (a) the parties’ contact details; (b) the Term of this Agreement; (c) the parties’ Affiliates; (d) any applicable payment terms; (e) the agreed space allocation; (f) the Ocean Base Rates; (g) inland rates; (h) the rate review mechanisms; (i) the Port Pairs; (j) the Free Time; (k) the Liquidated Damages Rate and (l) the Bunker Adjustment Factor terms.

Dangerous Goods - Dangerous Goods are Goods which are or may become dangerous, hazardous, noxious (including radioactive materials), inflammable, explosive or which are or may become liable to damage any property or person whatsoever. Dangerous Goods includes, but is not limited to, any Goods that are specified as dangerous or requiring any particular special handling for the safety of the vessel, crew or Goods under the United Nations IMDG Code.

Dead Freight Fee – Means the dead freight payable per FFE as set out in the Contract Output.

Equipment – Equipment refers to a container or containers. The defined term “Equipment” does not include any extra equipment beyond the container itself or any special equipment (e.g. flat racks, open tops, chassis).

Equipment Drop Off Point – The Equipment Drop Off Point is the place set out in the Booking Confirmation as the place at which you will return the Equipment.

Equipment Pick Up Point – The Equipment Pick Up Point is the place set out in the Booking Confirmation as the place at which you will pick up the Equipment. 

Free Time – The Free Time is a period during which you will not be liable to pay us detention and demurrage Charges. Your Free Time entitlement is set out in the Contract Output.

Goods - means the whole or any part of the cargo and any packaging accepted from you including any Equipment not provided by us, any packing case, pallet, container, flat rack, platform, trailer, transportable tank or other item used for or in connection with the carriage of Goods by any means whatsoever. 

Inland Corridor – An Inland Corridor is an inland route between an ocean terminal and an inland location or vice versa.

Inland Documents – The Inland Documents are all documents and information that are required or desirable for us to arrange inland transportation. The Inland Documents will at all times include (but will not be limited to): (a) any VGM documentation; (b) inland shipping Instructions; (c) an inland Dispatch Order (including customer facility address, operation window, etc.); and (d) MSDS, if required. We may request additional documents for inland transportation (in our reasonable discretion) and any such documents shall be Inland Documents. 

Inland Rate Review – An Inland Rate Review is an adjustment to the prevailing rates for inland transport in an Inland Corridor. 

Ocean Base Rates – Ocean Base Rates are the base ocean freight rates agreed by the parties which do not include surcharges, accessorial charges, or any other charges that may otherwise be applicable to the ocean transportation of cargo.

Ocean Contract Product General Terms and Conditions – the Ocean Contract Product General Terms and Conditions are standard terms and conditions applicable to this Agreement, which are available at https://terms.maersk.com/GTC.

Origin-Destination Group – An Origin-Destination Group is a collection of Port Pairs aggregated by us between origin ports and destination ports within the same region. The Origin-Destination Groups are selected by us in our sole discretion. 

Port Pair – A Port Pair is a load port and a discharge port, between which we may have agreed to carry Goods under this Agreement for a specified rate.

Tendered Volume – The Tendered Volume is the actual amount of cargo properly tendered to us for ocean carriage in accordance with the terms and conditions contained in this Agreement.

Term – The Term is the total period from the commencement to the expiration of your Agreement with us.

Trade – A Trade is a group of certain Port Pairs to which this Agreement applies.

Transport Document – A Transport Document is the bill of lading or sea waybill, as the case may be, issued by us, or by any of our Affiliates.

Volume Nomination – The Volume Nomination is the amount of cargo that you have indicated that you intend for us to carry during the Term.

Weekly Allocation – The Weekly Allocation is the share of the Volume Nomination allocated to you in each Allocation Week during the Term, as set out in the Allocation Portal.

References to “you” or “your” are references to the shipper. References to “we” or “our” are references to Maersk A/S.

2.    Scope of this Agreement

2.1    This Agreement incorporates: (i) the Contract Output; and (ii) the Ocean Contract Product General Terms and Conditions.

2.2    This Agreement sets out the terms on which we have agreed rates and volumes for ocean carriage and ancillary value-added services, as set out in the Contract Output. This Agreement applies and shall be valid for the duration of the Term.

2.3   Capitalised terms in this Agreement have the meaning given to them in the Definitions section in this Agreement.

2.4   This Agreement and the other provisions incorporated by this Agreement represent the entire agreement between the parties.  Any terms and conditions that are included in any booking sent by you, or in any other communication sent by you in the formation of the Contract Output, shall be of no effect in construing this Agreement or any booking made pursuant to the Contract Output and this Agreement.

2.5   In the absence of any express prior acceptance, the act of making a booking under the Contract Output and this Agreement shall be deemed to be your irrevocable acceptance of this Agreement.

3.    Your responsibilities

3.1    The Basics

a) You intend to tender for carriage a volume of cargo across the Term in relation to agreed Port Pairs.  Your Volume Nomination is reviewed against our tentative schedules and operational plans and allocated as Weekly Allocations for each Allocation Week (including any tolerance we may choose to apply in our discretion).  Your Weekly Allocations are available for you to view in the Allocation Portal. 

b) If you consider that the Weekly Allocations for the Port Pairs set out in the Allocation Portal are incorrect, you must refrain from tendering any cargo and proceed to inform us within five calendar days of the date of this Agreement. If you tender no cargo and timely inform us of the perceived error, this Agreement shall be of no effect until the Weekly Allocations are correctly reflected in the Allocation Portal. If you tender any cargo under this Agreement, or fail to timely provide notice of any perceived error, your Volume Nomination and Weekly Allocations as set out on the Allocation Portal shall be final, save for as they may be varied under this Agreement. 

c) For the purposes of volume calculations, the following equivalences apply both to dry and reefer units:

Container Type	20'	40'HC / NOR / 45'
Equivalency	0.5 FFE	1 FFE

In this table, “HC” means high cube container, and “NOR” means non-operating reefer container.

3.2    Tendering the Cargo

Each Allocation Week, you are required to tender for carriage an amount of cargo equal to the Weekly Allocation, provided that we have confirmed that we will accept your bookings.

3.3    Requirement for Additional Volume

Any request to carry additional volumes in excess of the Weekly Allocation is outside the scope of this Agreement. If you require any additional allocation from week to week, we are under no obligation to accept such volumes. However, we may accept additional volumes under this Agreement, offer you a separate agreement, or offer capacity via our spot platforms (Maersk Spot or Maersk Go).  

4.    Our responsibilities

4.1    Allocation of Vessel Capacity and Inland Capacity and Equipment 

a)   We design our service schedules with the intention to meet the capacity demands of all our customers, but do not guarantee the provision of any vessel capacity, space, or inland capacity, or of any Equipment, under this Agreement. If we are unable to accept bookings, load your cargoes, or if your bookings are rolled or cancelled for any reason whatsoever in our sole discretion, we will not be liable to you. 

b)   We do not guarantee any capacity, space or equipment on any specific sailing, or at all. We may curtail your future Weekly Allocations at any time, for any reason whatsoever and by any amount whatsoever.

4.2    Rates

a)   This Agreement is a rate agreement. We agree that cargo booked and accepted for carriage under this Agreement will be subject to the rates and charges set out here and in the Contract Output.

b)   The Ocean Base Rates contained in the Contract Output shall be fixed throughout the Term. The Ocean Base Rates shall be subject to surcharges as set out in the Ocean Contract Product General Terms and Conditions. 

4.3    Change to the Service

We may, in our sole discretion, discontinue any service for any of the Port Pairs referred to in this Agreement. If we discontinue our services, then we shall be under no obligation to carry any Goods affected by such discontinuance. For such time as we discontinue the service, your Volume Nomination for any affected Port Pairs will be reduced to zero and will not count towards any remedy assessed by reference to your Volume Nomination.

5.    Making a Booking

5.1    Cut-off Times 

a)    Bookings may be made within the booking window allowed by us, in our discretion. 

b)     Ordinarily, and without guarantee, the booking window will be a period between eight and two weeks prior to the estimated time of departure from the load port of the first ocean going vessel intended to carry the Goods. 

c)    The relevant cut off time applicable to each load port is determined by that load port. Our web-booking platform provides information as to the cut-off times applicable to the load port for each Port Pair. That information is indicative only and without guarantee.  We are not liable to you if a booking is made late based on that information.

d)    We are not liable for any issues in making a booking through third-party booking platforms. We are not liable for any issues in making a booking through our web-booking platform in the event of malware attack or any outage whatsoever.

5.2    Cancellation

a)     If you cancel a booking after we have accepted such booking, you will be required to pay detention and demurrage charges at the rates stated in the Free Time Appendix in respect of each item of Equipment collected and Free Time will be reduced to zero. 

b)     Any other actually incurred costs in connection with the booking or the cancellation shall be payable by you against reasonable evidence of the costs incurred and with the application of a 10% management fee. 

6.    Equipment 

6.1    Our responsibility to provide Equipment

a)    We may provide the Equipment indicated in the Booking Confirmation, or a reasonable alternative, but are not obliged by this Agreement to do so.  You will not be charged for any booking where we are unable to provide Equipment or a reasonable alternative, having previously confirmed that we will do so.

b)    Unless otherwise agreed in writing, we are not obliged under this Agreement to provide any special grade containers, including but not limited to food/dairy, flexitank, open tops, flat racks, scrap-grade containers or any premium containers. If such containers are requested, we may provide them in our sole discretion and an additional fee will be payable.

c)   The Equipment shall be made available to you for pick-up at the Empty Container Depot on the Release Date stated in the Booking Confirmation. You may not pick up the Equipment before the Release Date.

6.2    Your responsibilities with respect to the Equipment

a)    You shall pick up the Equipment at the Equipment Pick Up Point within the applicable dates for collection of Equipment designated in the Booking Confirmation.

b)    If you fail to pick up the Equipment in accordance with this Equipment Clause, we reserve the right to cancel any bookings affected by such failure on your part.

c)    You shall return the Equipment to the Equipment Drop Off Point within the applicable dates for the return of Equipment designated in the Booking Confirmation. The Equipment must be returned clean, dry, empty, odorless and free from any stains or damages, save for (i) what has been noted by you and accepted by us, upon pick up; and (ii) normal wear and tear.

d)    You may request an alternative Equipment Drop-Off Point of your choice. We may, in our sole discretion and subject to payment of additional charges, collect the Equipment.

7.    Remedies

7.1    Your Remedies

a)    This Agreement does not set out the parties’ liability for loss or damage to Goods or other liabilities arising during carriage. Carriage of any Goods booked under this Agreement will be governed by our Terms for Carriage which are available at Terms for Carriage | Maersk Terms. Notwithstanding this clause, nothing in our Terms for Carriage shall in any way restrict us from relying on the full effect of the limitations of liability in this Agreement (including the Ocean Contract Product General Terms and Conditions) in respect of any booking made in connection with this Agreement.

b)  We shall, under no circumstance whatsoever, be liable under this Agreement for: (1) any indirect, consequential, special or punitive damages; or (2) whether direct or indirect, any: loss of profit or revenue; loss of use; loss of business, goodwill or reputation, delay or any other similar losses whatsoever. 

8.    Inland Transportation

8.1    Inland Transportation

a)    Any request for inland transportation that differs in any way from the inland transportation that we have provided rates for, as set out in the Contract Output, will be considered a request for additional transportation services and this Agreement will not apply for such additional inland transportation.

b)    You must provide the Inland Documents at the time of making any booking that requires inland transportation.

8.2    Inland Rate Review

a)    Inland rates may increase or decrease throughout the Term. Inland rates may be increased or decreased to reflect pricing issues related to congestion, premiums, line haul changes based on the condition of the respective inland operating environments, or for any other reasons whatsoever. 

b)  If there is an increase or decrease in inland rates for any Inland Corridor appliable to this Agreement, we will provide written notice to you setting out any cost increases (an “Inland Rate Review”). 

c)    Within thirty (30) calendar days of an Inland Rate Review, the Parties agree to review the proposed increase or decrease to the inland rates. If the Parties do not mutually agree to the proposed changes in the Inland Rate Review, the Tariff Inland Rate shall apply and each party shall have the right to cancel the affected Inland Corridor(s) on not less than 30 days written notice. This cancellation shall not extend to any ocean carriage under this Agreement.

9.    Local Information

Unless otherwise specifically provided for under this Agreement, you are aware and will comply at all times with the local service delivery rules available at Local Information | International shipping | Maersk.