Breakbulk Shipping Agreement

BREAKBULK SHIPPING AGREEMENT

This Breakbulk Shipping Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Carrier Name: with principal place of business at Carrier Address: ("Carrier"), and Shipper Name: with principal place of business at Shipper Address: ("Shipper"). Carrier and Shipper are each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, Shipper desires to engage Carrier to transport breakbulk cargo that is not containerized, subject to the terms and conditions set forth herein; and

WHEREAS, Carrier is duly qualified and experienced in arranging sea carriage, stowage and handling of breakbulk cargo and is willing to perform such carriage on the terms and conditions contained in this Agreement; and

WHEREAS, the Parties wish to set forth their respective obligations, liabilities and commercial terms in writing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

"Goods" means the cargo described in Section 2. "Bill of Lading" means the document issued by Carrier or its agent evidencing receipt of the Goods for carriage and the terms of carriage. "Delivery" means the point at which Carrier makes the Goods available at the agreed discharge port for collection by Shipper or Shipper's consignee.

2. DESCRIPTION OF GOODS AND VOYAGE

Shipment Reference: ; Voyage Number: .

Port of Loading: ; Port of Discharge: .

Expected Loading Date: ; Expected Discharge Date: .

3. BILL OF LADING AND DOCUMENTATION

Carrier shall issue a Bill of Lading or other transport document evidencing receipt of the Goods and the terms of carriage. The Bill of Lading shall be prima facie evidence of receipt by Carrier but shall not limit or vary the terms of this Agreement except as expressly provided in the Bill of Lading. Shipper shall be responsible for the accuracy of marks, numbers, weights and description of Goods provided to Carrier.

4. LOADING, STOWAGE AND UNLOADING

Shipper shall deliver the Goods to the port of loading ready for carriage in accordance with Carrier's loading notices and the applicable port regulations. Carrier shall arrange stowage and plan for safe carriage; provided, however, that Shipper shall be responsible for any special lashings, dunnage, securing, or trimming required by the physical condition of the Goods unless otherwise agreed in writing.

5. FREIGHT, CHARGES AND PAYMENT

Freight Amount: Currency: .

Payment Due Days: Additional charges such as port fees, stevedoring, storage, demurrage and any customs duties shall be for the account of unless otherwise agreed.

Demurrage Rate: ; detention and storage shall be calculated in accordance with applicable port tariffs and Carrier's published rates unless otherwise agreed in writing.

6. LIABILITY AND LIMITATION OF LIABILITY

Carrier's liability for loss of or damage to Goods shall be limited to the actual proven loss or damage but in no event shall exceed the lesser of (i) the invoice value of the lost or damaged Goods, or (ii) two US dollars (US$2.00) per kilogram of gross weight of the lost or damaged portion of the Goods, unless Shipper has declared a higher value in writing prior to shipment and has paid an additional agreed charge and the Carrier has acknowledged such higher valuation in writing.

All claims for loss, damage, delay or short delivery must be notified in writing to Carrier within fourteen (14) days of delivery for apparent loss or damage, or within thirty (30) days of the date when the Goods should have been delivered for non-delivery or concealed damage, failing which the claim shall be prima facie time-barred. Any action against Carrier shall be brought within one (1) year from the date of delivery or the date when the Goods should have been delivered.

7. INSURANCE

Shipper shall procure and maintain insurance on the Goods against all risks of physical loss or damage and shall name Carrier as additional insured or loss payee where required by Carrier. Carrier shall not be required to effect insurance on behalf of Shipper unless expressly agreed in writing and upon payment of an agreed insurance premium by Shipper.

8. INDEMNITY

Shipper shall indemnify, defend and hold harmless Carrier from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable legal fees) arising out of or relating to (a) the nature, condition, packing or markings of the Goods; (b) loss or damage caused by hazardous or undeclared materials; and (c) Shipper's failure to comply with export, import or customs requirements.

9. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, strikes, labor disputes, epidemics, natural disasters, governmental actions, port closures, or delays in vessel operations. The affected Party shall promptly notify the other Party and shall use commercially reasonable efforts to mitigate the effect of such events.

10. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for a period of thirty (30) days after written notice specifying the nature of the breach. Termination shall not relieve either Party of liabilities accrued prior to termination.

11. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the Parties at the addresses set forth below or to such other address as either Party may designate by notice to the other in accordance with this Section.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The waiver by either Party of a breach of any provision shall not operate or be construed as a waiver of any subsequent breach.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding for all purposes.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Bill of Lading and any written schedules or annexes expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed, and the remainder of the Agreement shall remain in full force and effect.

16. MISCELLANEOUS

The Parties acknowledge that this Agreement allocates risks between them and that the rates and other provisions hereof reflect such allocation. Any provision requiring performance at a port shall be subject to applicable local regulations and operational constraints. Headings are for convenience only and shall not affect interpretation.

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