Terms and Conditions

These Terms and Conditions apply to all dealings between You and Arable Logistics Inc. (the Broker) and will be effective whenever You request the Broker to provide Services or respond to the Broker in relation to the provision of Services. These Terms constitute a legally binding agreement between You and the Broker.

Attention is specifically drawn to Clauses 10 and 11, which limit the Broker’s liability and detail remuneration obligations in case of cancellation.

1. Definitions

Broker: Arable Logistics Inc., a U.S.-registered corporation, including its affiliates and subsidiaries, engaged in providing brokerage or related maritime services.

Fixture(s): A contract or contracts including but not limited to the sale, purchase, construction, demolition, towage, charter (voyage, time charter), or other affreightment arrangements involving a Ship, including Negotiations and any related services.

Negotiations: All communications, verbal or written, aimed at concluding a Fixture.

Post Fixture Services: Assistance with communications, operations, or claims following the conclusion of a Fixture.

Principal: A party to a Fixture (including shipowner, charterer, buyer, seller, or guarantor thereof). May include You.

Representative: Any party, including a manager, agent, or intermediary, acting on behalf of a Principal.

Remuneration: The compensation payable to the Broker for its Services, either as commission or otherwise agreed.

Sanctions: Any sanctions imposed by U.S. federal agencies (e.g., OFAC), the United Nations, EU, or other national authorities.

Services: Those described in Clause 2 and any others mutually agreed upon.

Ship: Any vessel, barge, rig, yacht, or equipment used or intended for use on water.

You: The party instructing or responding to the Broker, whether a Principal or Representative. Where acting as a Representative, "You" includes the Principal.

2. The Services

2.1 The Broker will act as an intermediary shipbroker, facilitating contact and negotiations between Principals, assisting with documentation and offering Post Fixture or other agreed services.

2.2 The Broker will not act as a Principal unless specifically agreed in writing.

2.3 The Broker is not responsible for the performance or non-performance of the Fixture(s) or the acts of Principals.

2.4 Services are provided on a Fixture-by-Fixture basis unless otherwise agreed.

2.5 Other tasks such as vessel valuations or market research may be performed, subject to additional terms, which shall prevail over these Terms in case of conflict.

3. Obligations of the Broker

3.1 The Broker will exercise reasonable care and skill expected of a professional U.S. shipbroker.

3.2 The Broker may rely on the authority of Representatives unless otherwise advised.

3.3 When acting directly for a Principal, the Broker warrants it holds proper authority.

3.4 Any information provided about a counterparty is given in good faith but without guarantee; You must independently assess risk.

3.5 The Broker may act for multiple parties unless exclusivity is expressly agreed.

3.6 The Broker will implement reasonable cybersecurity protections but is not liable for malware or attacks beyond its control.

4. Confidentiality

Confidential information provided to the Broker will not be disclosed without consent, except where:

• Required by law or regulatory authorities

• Publicly available or known through other sources

• Necessary to enforce legal rights

This obligation ends three (3) years from conclusion of the Fixture or, if none was concluded, from the end of negotiations.

5. Your Obligations

5.1 Pay all Remuneration promptly per Clauses 9 and 11.

5.2 You warrant legal authority to enter a Fixture (or to represent a Principal).

5.3 You are deemed to have engaged the Broker in any resulting Fixture tied to the Services.

5.4 Provide complete and accurate instructions; ensure timely responses.

5.5 Avoid misrepresentations; review all communications carefully.

5.6 Implement your own cybersecurity protocols and safeguards against fraud.

5.7 Verify all invoices and payment instructions independently. Broker is not liable for fraud due to Your failure to do so.

5.8 Indemnify the Broker against losses from Your breach of these obligations.

6. Sanctions, Anti-Corruption, and Compliance

6.1 You warrant:

• Compliance with all applicable U.S. sanctions and laws (including anti-money laundering and anti-corruption).

• That no party to the Fixture is a sanctioned entity.

6.2 Inform the Broker of any compliance issues and act to remedy them.

6.3 The Broker may suspend or terminate Services immediately if it suspects non-compliance.

7. Post Fixture Services

7.1 You must follow the Broker’s instructions (including designated email addresses) for claims or operations.

7.2 Allow sufficient time for time-sensitive communications.

7.3 Confirm receipt of urgent messages by phone if email confirmation is not received.

7.4 The Broker is not liable if these procedures are not followed.

8. Market Reports

Any market commentary by the Broker is informational only and not to be construed as advice or a recommendation. The Broker accepts no liability for reliance placed on such materials.

9. Remuneration and Payment

9.1 If Remuneration is detailed in the Fixture, it is binding.

9.2 Payments are due within 30 days unless otherwise specified. If You are not paying directly, You must identify the responsible party and assist the Broker in collecting.

9.3 The Broker may enforce commission clauses as a third-party beneficiary where allowed by law.

9.4 Absent specific provisions:

• Voyage charter: Commission applies to freight, deadfreight, and demurrage.

• Time charter: Commission applies to hire, bonuses, and any extensions.

• Sale: Commission is payable on delivery and payment.

• Newbuildings: Commission is paid with each stage payment.

9.5 Payments may not be withheld over unrelated disputes.

9.6 All taxes are Your responsibility.

9.7 If not agreed, Remuneration will be based on quantum meruit and market practice.

9.8 Late payments accrue interest at 8% per annum above the U.S. Federal Reserve Prime Rate.

10. Limitation of Liability

10.1 Nothing excludes liability for fraud or death/personal injury caused by Broker negligence.

10.2 Broker is not liable for:

• Loss of profits, reputation, or indirect/consequential losses

• Events beyond Broker control

• Damages not solely caused by Broker

10.3 Broker’s total liability is limited to:

• Ten (10) times the Remuneration or

• USD 500,000
  Whichever is higher, capped at USD 1,000,000.

10.4 These limits apply to all claims, whether in contract, tort, or otherwise.

10.5 Claims must be submitted in writing within three (3) months of becoming aware. Legal action must begin within one (1) year of the end of the Fixture or Negotiation.

11. Cancellation

If a Fixture is canceled after execution, You are liable to pay the Broker the commission that would have been earned for the shorter of:

• The remaining Fixture term, or

• 12 months post-cancellation.

12. Miscellaneous

12.1 All intellectual property related to Services remains with the Broker.

12.2 Broker may exercise a lien over documents for unpaid sums.

12.3 If any clause is deemed unenforceable, the remainder remains in effect.

12.4 No waiver is valid unless in writing.

12.5 Delay in enforcing rights does not waive them.

13. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the United States of America, with the choice of forum being the Los Angeles County, Los Angeles, California or another mutually agreed jurisdiction.

Any dispute not resolved amicably shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA). Arbitration will take place in Los Angeles County, Los Angeles, California, before three (3) arbitrators unless the parties agree otherwise.