These Credit Terms set out the terms on which Maersk A/S or any other company or entity which is directly or indirectly owned or controlled by A.P. Møller – Mærsk A/S (all together "Maersk") extends credit, under the separate credit agreement (the “Credit Agreement”) or otherwise, to the Customer, and to the Customer’s listed subsidiaries and/or controlled entities (“Subsidiaries”).
This credit is extended in connection with:
- any contract for the carriage of goods, whether evidenced by the Maersk’s paper bill of lading, waybill or otherwise, (“Contracts of Carriage”); or
- any contract regarding logistics and supply chain services (“Logistics and Services Contracts”)
made between Maersk and the Customer and/or his Subsidiaries.
The Terms for Carriage applicable to the Contracts of Carriage are available at https://terms.maersk.com/carriage and the Standard Trading Conditions applicable to the Logistics and Services Contracts are available at https://terms.maersk.com/stc (all together, the “Terms for Services”). The Terms for Services are hereby expressly incorporated into these Credit Terms by reference.
- CY: Container Yard.
- ETA: Estimated Time of Arrival.
- ETD: Estimated Time of Departure.
- Export Invoices: Invoices stating on their face that they are export invoices or lacking any indication of being import invoices; invoices where prepaid payment terms have been agreed.
- Import Invoices: Invoices stating on their face that they are import invoices or lacking any indication of being export invoices; invoices where collect payment terms have been agreed.
- SD: Store Door.
- Credit Limit: As set out under the Credit Agreement.
- Credit Period: As set out under the Credit Agreement.
- Excluded Charges: As set out under the Credit Agreement.
- Expiration Date: As set out under the Credit Agreement.
- Interest payable on overdue amounts (“Interest”): As set out under the Credit Agreement.
1. Credit and Guarantee
1.1 Always subject to clause 1.2 below, Customer and its Subsidiaries agree and guarantee jointly and severally to pay all freight, charges, fees and/or costs (“Charges”) due under the Contracts of Carriage and/or Logistics and Services Contracts no later than on the last day of the agreed Credit Period (“Due Date”).
1.2 Notwithstanding anything else to the contrary under these Credit Terms or elsewhere, the Credit Period granted to the Customer and/or its Subsidiaries stands cancelled, in the event the total of all unpaid invoices exceeds the Credit Limit, the Customer and its Subsidiaries agree and guarantee jointly and severally to pay the amount exceeding the Credit Limit immediately upon notice. The failure to do so may result in stoppage of any services to the Customer and/or its Subsidiaries agreed under the Contracts of Carriage and/or Logistics and Services Contracts.
2. Excluded Charges
No credit is granted for any Excluded Charges which are payable per separate payment and invoice terms.
Any sum payable to Maersk shall be paid in USD or, at Maersk’s option notified on the invoice to the Customer, in its equivalent in the currency so provided on the day of payment.
4. Full Payment
Payment shall not be effective until the amount of the payment is unconditionally and irrevocably transferred to and at the effective disposal of the Maersk in cleared funds.
Each payment shall be made in full without set-off, withholding, abatement, counterclaim or deduction or stay of execution of any kind, unless otherwise permitted by Maersk on a case by case basis.
5. Remittance Advice
If settlement of freight and Charges is done via bank transfer or cheques, Customer agrees to forward a separate remittance advice outlining which invoices are included in each payment. This is to facilitate correct registration of the payment and to avoid that Maersk mistakenly considers Charges, which has already been settled, to be overdue.
In the absence of Customer’s advice to the contrary, any payment shall be applied to the oldest outstanding invoice(s).
6. Disputed Invoices
If the Customer disputes any invoice, in whole or in part, the Maersk must be notified in writing, including by e-mail, along with a justification for the dispute no later than 7 (seven) days after Customer’s receipt of the invoice after which time Customer shall not be entitled to dispute the invoice. Any undisputed part of an invoice must be settled in accordance with these Credit Terms.
A disputed part of an invoice is exempted from the standard payment terms until the dispute has been settled. Once the dispute is resolved, payment, as applicable, must be made in accordance with the original Due Date.
7. Subsidiaries and Freight Agents
7.1 If the Customer wants Maersk to extend credit to any of the Customer’s subsidiaries, such Subsidiaries must be listed in the credit agreement between Maersk and the Customer.
7.2 If Customer wishes to appoint a third party to settle any of the Charges on its behalf (a “Freight Agent”), then Customer must obtain Maersk’s prior written consent for the same. To the extent these Credit Terms are applicable to Customer (except the granting of credit) they include and apply to Customer’s Freight Agents after such appointment and acceptance by Maersk. Customer agrees and hereby undertakes to hold harmless and indemnify Maersk for all Charges in the event of default, claim or non-payment by any Freight Agent. Customer confirms that it has the authority from any such Freight Agent to accept these Credit Terms on its behalf. Any communication with regards to the credit and payment to Freight Agent shall be deemed to be a communication to the Customer. Further, the Customer acknowledges and agrees that (i) Maersk may rely on any instructions from the Freight Agent as if such instructions had been given by the Customer to Maersk, (ii) Maersk shall have no duty to inquire or determine whether the Freight Agent is legally entitled to give any such instruction to Maersk as long as Maersk agrees to the appointment of Freight Agent.
8. Payment of Invoices
Customer and/or its Subsidiaries undertake to pay all Charges prior to or on the Due Date at the latest. In the event that Customer and/or its Subsidiaries do not settle outstanding amounts accordingly, Maersk reserves the right to take any or all of the following actions:
8.1. Withhold original documents including transport documents and/ or cargo until all overdue Charges, including collection and reminder fees and expenses, are settled.
8.2. Suspend or terminate the provision of credit.
8.3. Exercise any applicable right of lien over any cargo and stop providing or arranging services.
8.4. Apply automatically and without prior notice a fixed charge and Interest at the rate indicated above on the outstanding overdue amounts.
8.5. Commence collection proceedings. Any expenses and fees incurred in collecting overdue Charges are to be covered by the Customer.
9. Prevailing Party Fees
In any arbitration litigation or other proceedings arising out of or related to these Credit Terms, the prevailing party shall be entitled to receive its attorney fees and own reasonable costs and expenses.
Credit will be provided by Maersk on these Terms until (including) the Expiration Date unless the Customer is advised otherwise by Maersk in writing prior to the Expiration Date. Maersk or agents acting on its behalf are entitled at their discretion to terminate the provision of credit at any time, or to extend the Expiration Date at any time by giving written notice, including by e- mail, to the Customer.
If the provision of credit by Maersk terminates before any Contract of Carriage or Logistics and Services Contract has been fully performed, these credit terms shall cease to apply to the Contract of Carriage or Logistics and Services Contract concerned and all unpaid Charges shall be payable upon receipt of the invoice.
11. Credit Suspension
Without prejudice to the generalities of the provisions mentioned in section 10, in the event of an invoice not being paid within the Credit Period or in the event of the Credit Limit being exceeded, Maersk may choose to suspend the granting of credit in relation to the Customer and/or in relation to any entity from the list of Subsidiaries. Such suspension shall be notified by e-mail or other electronic manner.
In the event of such credit suspension, these Credit Terms shall not apply to any Contract of Carriage or Logistics and Services Contract concluded after the suspension has taken effect.
Customer recognizes that Maersk has a right under the Terms for Services and may have an obligation at law to collect and receive all Charges due under the Contract of Carriage and/or Logistics and Services Contracts.
If the financial situation of Customer ‘s or any of his Subsidiaries’ changes materially after any credit has been granted or the Customer ceases to control any of the Subsidiaries, the Customer must promptly inform Maersk or its agents thereof.
The Customer may not without prior written consent of Maersk assign, transfer or part with, in whole or in part, any of its rights, benefits or obligations under the Credit Agreement in any manner (including without limitation by operation of law). Maersk may assign or novate the Credit Agreement, including any or all of its rights and/or liabilities hereunder to any other company or entity which is directly or indirectly owned or controlled by A.P. Møller – Mærsk A/S by giving public notice or in any other way informing the Customer.
Without prejudice 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. The contents of these Credit Terms is subject to periodic review and amendments at the discretion of Maersk.
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 continue in full force and effect.
17. Clause Paramount
Save as expressly outlined in these Credit Terms, these Credit Terms are subject to Maersk’s Terms for Services. Except in respect of Due Date as defined in clause 1 in these Credit Terms, and governing law clause (clause 18) in case of any conflict between these Credit Terms and Maersk’s Terms for Services, the latter shall prevail. The rights and remedies available to Maersk 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 Maersk’s Terms for Service.
18. Governing Law
These Credit Terms are subject to the law and jurisdiction of the Contract(s) of Carriage or Logistic and Services Contract to which the grant of credit relates.
Notwithstanding the above, Maersk may further at its option choose that these Credit Terms shall be subject to; (i) the law and jurisdiction of a competent court at Customer’s principal place of business, or that of any of its Subsidiaries; or (ii) the law at Customer’s principal place of business, or that of any of its Subsidiaries and arbitration in accordance with such law.