Service Contract Terms
1. Definitions
“Carrier” means Maersk A/S, 50 Esplanaden, 1263 Copenhagen K, Denmark.
“Contract” means the Cover Page, Rate Sheets and these Service Contract Terms, any terms incorporated by reference, and any appendix hereto as may be amended from time to time.
“Maersk Group” means the Carrier and any other company or entity which is directly or indirectly owned or controlled by A.P. Møller – Mærsk A/S and engaged in shipping, transport and/or logistics services.
“Merchant” includes the Shipper, Holder, Consignee, Receiver of the Goods, any Person owning or entitled to the possession of the Goods or of the relevant bill of lading and anyone acting on behalf of such Person.
“Shipper” means the party/parties appearing as shipper on any applicable Transport Document or shipping instruction and anyone acting on behalf of such party/parties.
“Tariff” means the terms and conditions of Carrier’s applicable tariffs, freight rate increases applicable to the movement of any commodities, charges, surcharges, rules, obligations, indemnities, regulations, arbitraries/additionals or terms), and any subsequent modifications thereto, which are published at www.maersk.com and obtainable from the Carrier upon request.
“Term” means the duration of this Contract, from the Effective Date stated on the Cover page until the Expiration Date stated on the Cover Page.
“Transport Document” means Carrier’s bill of lading or sea waybill.
2. Carrier’s Terms for Carriage
The Carrier’s Terms for Carriage, available at https://terms.maersk.com/carriage (“Terms for Carriage”) or otherwise obtainable from the Carrier upon request, apply to all individual shipments under this Contract. Attention is drawn to clause 2 in the Terms for Carriage, where Carrier’s applicable Tariffs are incorporated. Where reference is made to the Terms for Carriage in this Contract, such reference includes a reference to the Carrier’s applicable Tariff.
The rates and charges set forth in the Cover Page or the Rate Sheet shall not be overridden by the Transport Document or the Tariff. However, in the event any provision in Carrier's Transport Document limits or governs its liability for damages to persons or property (including cargo), delays, misdelivery, or any other provision of the Transport Document mandated by applicable law is or are in conflict with the Contract, the Transport Document shall prevail.
3. Freight
Rates, charges and surcharges of whatever nature ("Freight") are reflected in the Rate Sheet and the applicable Tariff, as applicable.
Unless Freight is specifically marked as fixed in the governing Tariff or the Rate Sheet is floating and is, therefore, not subject to change during the Term, while all other Freights may be subject to change in accordance with the terms and conditions of the governing tariff in effect on the date on which the carrying vessel is scheduled to depart from the Port of Loading.
4. Bunker Adjustment Factor (“BAF”)
Notwithstanding anything to the contrary in this Contract, the Carrier and Shipper may agree on a Bunker Adjustment Factor (“BAF”) which shall follow a mechanism set out below:
BAF as filed in the Tariff shall be applied either as (i) a separate surcharge; or (ii) rolled into the Basic Ocean Freight (“BAS”). If the BAF is rolled into the BAS, the BAS rate will automatically change according to the BAF published in Carrier’s Tariff from time to time. For E.g. If the BAF published in Carrier’s Tariff increases by USD50 effective April 1st, the BAS will automatically increase by USD50 effective from April 1st.
For any BAF following the Tariff as set out in (i) and (ii) above then any change in BAF will follow Carrier’s Tariff quarterly cycle. Notwithstanding the foregoing, Carrier reserves the right to carry out any ad-hoc reviews for BAF in its sole discretion in case of any exceptional event(s) and in such cases any changed BAF shall come into effect by one month pre-notice to the Shipper.
Carrier and Shipper may agree to have a Bunker Adjustment Factor (“BAF”) calculated as per customer specific terms. Any customer specific terms need to be clearly described and accepted by the Carrier.
5. Inland Fuel Adjustment Factor
If this Contract provides for Inland transportation, this clause shall apply and an Inland Fuel Adjustment Factor (“FAF”) shall apply to this Contract. Notwithstanding anything to the contrary in this Contract, the following provisions shall apply.
(A) Calculation of the Inland Rates
i. The Inland Rate applicable to each relevant container shall be equal to the sum of the Inland Haulage cost (being the Inland Haulage Export, Inland Haulage Import, or Inland Haulage Landside), plus the Inland Fuel cost (being the Inland Fuel Export, Inland Fuel Import, or Inland Fuel Landside),
where:
The Inland Haulage cost is a fixed USD amount as set out in the Rate Sheet or Inland Rates Appendix;
The Inland Fuel cost is a USD amount which is calculated by multiplying the FAF with the Inland Haulage cost;
The FAF is a percentage amount which varies over time in order to give effect to any changes in the fuel index(ices) (including aggregated and item-specific indices) relevant to the country(ies) in relation to which the parties have agreed the Inland Nomination. The FAF shall be revised on a quarterly basis by reference to the fuel index(ices) to be selected at Carrier's reasonable discretion for each FAF revision and made available at https://www.maersk.com/news/articles/2022/12/01/global-fuel-indexes; and
“Fuel” includes any solid, liquid, plasma or gaseous combustible material, biofuels, fuels derived from renewable technologies, and any other existing or future fuel type used to produce energy.
By way of example only, Carrier sets out the below hypothetical rate calculations, in the below example where the FAF is reduced between Q2 and Q3:
ii. Carrier will revise the FAF each calendar quarter during the Term. Carrier will communicate the revised FAF (including the index(ices) used in such revision) to the Shipper once it has been established.
iii. Notwithstanding the foregoing, Carrier reserves the right to carry out any ad-hoc reviews of the FAF in Carrier's sole discretion in case of any exceptional event(s) and in such cases any changed FAF shall come into effect on one (1) month’s written notice to the Shipper.
iv. The parties may agree to have a FAF model calculated as per customer specific terms. Any customer specific terms need to be clearly described and accepted by the Carrier. In such cases, those terms shall overrule these terms to the extent there is a conflict.
6. Low Sulphur Surcharge (“LSS”)
Notwithstanding anything to the contrary in this Contract, the Carrier and Shipper may agree on a Low Sulphur Surcharge (“LSS”) which shall follow a mechanism set out below:
LSS as filed in the Tariff shall be applied either as (i) a separate surcharge; or (ii) rolled into the Basic Ocean Freight (“BAS”). If the LSS is rolled into the BAS, the BAS rate will automatically change according to the LSS published in Carrier’s Tariff from time to time. For E.g. If the LSS published in Carrier’s Tariff increases by USD50 effective April 1st, the BAS will automatically increase by USD50 effective from April 1st.
For any LSS following the Tariff as set out in (i) and (ii) above then any change in LSS will follow Carrier’s Tariff quarterly cycle. Notwithstanding the foregoing, Carrier reserves the right to carry out any ad-hoc reviews for LSS in its sole discretion in case of any exceptional event(s) and in such cases any changed LSS shall come into effect by one month pre-notice to the Shipper.
Carrier and Shipper may agree to have a Low Sulphur Surcharge (“LSS”) calculated as per customer specific terms. Any customer specific terms need to be clearly described and accepted by the Carrier.
7. Emissions Regulation Clause
(A) Shipper accepts and acknowledges that during the Term of this Contract Carrier may be subject to regulatory or other industry-wide requirements relating to emissions, fuel bunker content requirements or a requirement to purchase allowances or otherwise make payments calculated by reference to Carrier’s emissions, or any other regulation whatsoever relating to de-carbonisation or any other environmental concern (each an “Emissions Regulation”).
(B) Shipper accepts and acknowledges that an Emissions Regulations may arise in any jurisdiction in which Carrier performs activities with any of its customers and that an Emissions Regulation may not yet be envisaged, implemented or in full force and effect as of the date of this agreement. Specifically, and without limitation, Shipper agrees that each of the following will be considered to be an Emissions Regulation under this Contract:
i. Amendments to MARPOL Annex VI, introducing an Energy Efficiency Design Index for existing ships (EEXI) and Carbon Intensity Indicator (CII), anticipated to enter force in 2022 and 2023, respectively, and known in the industry as “the IMO 2023 regulations”;
ii. The expansion of the European Union Emissions Trading System (ETS) to include the shipping industry, which is proposed to be phased in beginning in the year 2023; and
iii. The FuelEU Maritime Initiative, which is proposed to be phased in beginning in the year 2025.
(C) Where Carrier is subject to one or more Emissions Regulation(s), Shipper shall pay to Carrier an amount assessed by the Carrier in the Carrier’s sole discretion as being the Carrier business cost of complying with that or with those Emissions Regulation(s) in performing this Contract.
8. Product Specific Terms
Shipper and Carrier acknowledges and accepts that in addition, and notwithstanding anything contrary herein, the respective product specific terms as per the product separately agreed between Shipper and Carrier shall apply.
(A) In case where the Shipper and Carrier agreed to Flat product, in such case the terms available here - https://terms.maersk.com/flat shall apply; or
(B) In case where the Shipper and Carrier agreed to Seasonal Preset product, in such case the terms available here - https://terms.maersk.com/seasonalpreset shall apply; or
(C) In case where the Shipper and Carrier agreed to Seasonal Sync product, in such case the terms available here - https://terms.maersk.com/seasonalsync shall apply.
In case of conflict between the respective product specific terms and the terms of this Contract, the former shall prevail to the extent of such inconsistency.
9. Container Weight and Weight Limitation
(A) As a consequence of new regulatory requirement from the International Maritime Organization (IMO), the Shipper will from July 1st 2016 be responsible for the verification of the gross mass of loaded shipping containers prior to loading on board of a vessel. Therefore, the Carrier reserves the right as of July 1st 2016 to charge a fee in the event Shipper’s failure to comply with this regulatory requirement results in additional costs to the Carrier.
(B) Carrier has the right to impose, in its sole discretion, a Weight Limitation. The Shipper acknowledges such right and agrees that the weight of the Shipper’s container (or containers) carrying cargo will not exceed any such Weight Limitation. Carrier may, in its sole discretion, allow the Shipper to exceed any applicable Weight Limitation provided the Shipper pays the applicable surcharge as notified by Carrier.
“Weight Limitation” means a maximum weight limit for a container carrying cargo for each specific route as notified by the Carrier to the Shipper from time to time.
10. Transit time, scheduled routing and/or mode of transport
If transit time, scheduled routing and/or mode of transport is provided in this Contract it is indicative only and the Carrier does not undertake that the Goods shall arrive or be available at the Port of Discharge or the Place of Delivery (as applicable) at any particular time nor that it shall be carried by the scheduled routing or the mode of transport indicated.
11. Charges and Invoice
The Shipper shall be required to pay Carrier amounts required under the Contract or Carrier’s Transport Document upon receipt of an invoice. The Shipper shall not require any further documentation from the Carrier prior to payment. If Carrier grants credit to Shipper, Carrier’s standard Credit Terms available at https://terms.maersk.com/credit shall apply to such credit.
The invoice issued will be based on information received on the Shipping Instruction provided.
If in this Contract an exchange rate is provided, it is indicative only and may therefore differ from the exchange rates on the invoice.
12. Qualification for Contract Rates
In order for cargo to qualify for the rates and terms set forth in this Contract, the Shipper or affiliated concern must appear as shipper or consignee on the applicable Transport Document. Shipper shall furthermore reference the service contact number upon booking, on each Transport Document and set of shipping instructions for shipments tendered pursuant to the Contract.
13. Bookings
Booking requests under this Contract are subject to space and equipment availability at such time (and/or at time of shipment). This Contract is not valid for hazardous cargo, unless otherwise specified and will only apply to the weight and type of cargo declared. At time of booking, acceptance of hazardous cargo is subject to the acceptance policy of involved ports & vessels.
14. Trade Regulations
The Shipper is responsible for and warrants its compliance with all applicable laws, rules and regulations, including, but not limited to, the export laws and government regulations of any country to, from, or through which the goods may be carried, including, without limitation the comprehensive economic and trade sanctions of the EU and the USA. To the extent applicable, Shipper warrants that it has obtained all necessary export, re-export, and/or import licenses or permits and the Carrier is not required to obtain any special license or permit in connection with The Carrier’s performance hereunder. The Shipper further warrants that it or any party the Shipper endorses any Transport Document to is not a party identified on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or any other list of prohibited or denied parties maintained by the E.U., U.S.A. or any other country as applicable. The Shipper also warrants that the goods are not intended to be used in the design, development or production of nuclear, chemical or biological weapons. Shipper shall indemnify and hold the Carrier harmless to the full extent of any loss, damage, cost, expense, or liability to the carrier including lost profits, attorney’s fees and court costs for any failure or alleged failure of Shipper to comply with applicable export and import laws and regulations of any country. The Carrier assumes no liability to Shipper or any other person for any loss or expense arising from Shipper’s failure to comply with applicable laws.
For trades subject to the China Maritime Regulations, Freight that varies from the Tariff shall not be binding on the Carrier unless included in a service contract or service contract amendment that has been filed with the Shanghai Shipping Exchange.
15. Confidentiality
Except to the extent required by law, or by request of a competent government entity, agency, court or tribunal thereof, or as otherwise necessary to comply with governmental requirements, the terms and conditions of the Contract may not be disclosed to third parties other than to affiliates who agree to be bound by the same confidentiality provisions. The Carrier may disclose to a third party terms and conditions of the Contract for the purposes of performing the Contract or collecting outstanding charges related hereto, including, but not limited, to ocean freight, demurrage and detention. Disclosure of confidential information by persons formerly employed by the Carrier, after their employment with the Carrier, shall not constitute a breach of the Carrier’s confidentiality obligations above.
16. Assignment
The Shipper may not assign the Contract, including any or all of its rights, obligations or liabilities hereunder, or otherwise permit any other person or entity, directly or indirectly to utilize services, rates, or other terms provided by the Carrier under the Contract, without the prior written consent of the Carrier. The Carrier may assign or novate the Contract, including any or all of its rights and/or liabilities hereunder to any company or other entity within the Maersk Group by giving public notice or in other way informing the Shipper.
17. No encumbrance
Shipper hereby agrees that a breach of the Contract by Carrier shall not create any lien or encumbrance on any vessel or other equipment owned, operated, leased or chartered by Carrier, its affiliates or its contracting parties. Shipper further hereby expressly and irrevocable waives any right it may have in law, equity, admiralty or otherwise to arrest or otherwise detain any such vessel or other equipment.
18. Severability
Any provision hereof which is prohibited or unenforceable in any jurisdiction shall not invalidate or render unenforceable any other provision of this Contract.18. Invoice Dispute Time Bar
In case of a dispute arising under or relating to this Contract for the payment of freight and charges, such dispute shall be handled pursuant to the law and jurisdiction clause in the Carrier's bill of lading. In the event the Shipper disputes an item invoiced by the Carrier or requires additional supporting documentation, the Shipper shall notify the Carrier in writing thereof within thirty (30) calendar days from the date of invoice, specifying the disputed item and requesting the Carrier to issue a credit note for the unaccepted part or whole of the invoice as applicable. In any event the Shipper shall in such circumstances be obliged to pay only the undisputed part of a disputed invoice. If Carrier disagrees with the Shipper’s decision regarding the disputed item, the Carrier shall inform the Shipper in writing accordingly within thirty (30) calendar days after receipt of the Shipper's statement. In the event this dispute
is resolved in favour of the Carrier, Shipper shall be responsible for immediate payment of the full invoice value.
Shipper shall be deemed to have accepted any Carrier invoice and waived any rights to dispute if Shipper fails to submit a dispute in writing within one (1) year from the date of Carrier’s invoice. Carrier shall be deemed to have been paid in full by Shipper and waived any rights to request payment for an undercharge if not submitted to Shipper in writing within one (1) year from the date of Carrier’s initial invoice related to such undercharge. Any extension of this time bar must be granted by either Carrier and Shipper in writing as the case may be.
19. Law and Jurisdiction
The Contract shall be governed by and construed in accordance with English law and all disputes arising hereunder shall be determined by the English High Court of Justice in London to the exclusion of the jurisdiction of the courts of another country. Alternatively, and at the Carrier’s sole option, the Carrier may commence proceedings against the Merchant at a competent court of a place of business of the Merchant.
20. Abbreviations
An explanation of abbreviations used by the Carrier in the Rate Sheet is available at from the Carrier upon request.