General and Miscellaneous Matters Clause Samples

General and Miscellaneous Matters. (a) The Lines are authorized to discuss and agree on the amount to be paid for slots chartered hereunder and/or reefer plugs utilized, and payment terms and conditions. (b) No Line shall have a lien on the vessels under the ownership or control of any Working Agreement FMC Agreement No. Original Page No. 6 other Line as a result of obligations or liabilities arising out of this Agreement. (c) No U.S.-flag vessels employed by Maersk which are within the Agreement, or any slots on such vessels, shall be used, other than by Maersk, for the carriage of cargoes reserved to U.S.-flag vessels pursuant to the cargo preference laws of the United States (including, but not limited to, Public Resolution Number 17, sections 901(b) and 901b of the Merchant Marine Act, 1936, as amended, and the Military Cargo Preference Act of 1904); provided, however, that nothing herein shall prevent the Parties from using Maersk-employed U.S.-flag vessels or any slots thereon for the carriage of that portion of preference cargoes that is not reserved to U.S.-flag vessels. (d) Each Line shall retain its separate identity and shall have fully separate and independent sales, pricing and marketing functions. (e) No information which is commercially sensitive may be exchanged hereunder directly or indirectly between any of the Lines other than as strictly necessary for the proper functioning of the Agreement. (f) The Lines are authorized to discuss and agree upon such general administrative matters and other terms and conditions concerning the implementation of this Agreement as may be necessary or convenient from time to time. Such implementing matters include procedures relating to decisions by a Party to add or omit a port of call, to blank a sailing, to drydock or upgrade a vessel; record-keeping; cargo acceptance, handling and stowage; responsibility for loss or damage; general average; salvage; insurances; the handling and resolution of claims and other liabilities (including liabilities to third parties arising out of the act, neglect or default of one or more Lines and liability for failure to provide space or load containers); indemnification; documentation and bills of lading; the acceptance of dangerous, break bulk and out-of-gauge cargoes, and force majeure. In the event of a conflict between this Agreement and any implementing agreement, this Agreement shall govern.

General and Miscellaneous Matters. (a) Each Line shall retain its separate identity and shall have fully separate and independent sales, pricing and marketing functions. This Agreement does not create and shall not be construed as creating any legal entity or joint liability under the law of any jurisdiction. (b) No information which is commercially sensitive may be exchanged hereunder directly or indirectly between any of the Parties or Lines other than as strictly necessary for the proper functioning of the Agreement and as is permitted by law. Information necessary for the proper functioning of the Agreement consists of information such as vessel particulars, vessel scheduling information, forecasts of container volume, and cargo information necessary to load/unload the vessel. Information which is commercially sensitive consists, for example, of confirmation of actual origin/final destination of cargo, customer names, and pricing information. (c) The Parties are authorized to discuss and agree upon such general administrative matters and other terms and conditions concerning the implementation of this Agreement as may be necessary or convenient from time to time. Such implementing matters include procedures relating to decisions by a Party to add or omit a port of call, to blank a sailing, to drydock a vessel or failure of a Party to provide an agreed space allocation or to load containers; record-keeping; cargo acceptance, handling and stowage; responsibility for loss or damage; general average; salvage; insurances; the handling and resolution of claims; liabilities among the Parties and with respect to third parties; indemnities; documentation and bills of lading; the acceptance of dangerous, break bulk and out-of-gauge cargoes, and force majeure. In the event of a conflict between this Agreement and any implementing agreement, this Agreement shall govern.

General and Miscellaneous Matters. With the exception of the Confidentiality Agreement between the parties dated July 29, 2024, this Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any prior agreements, representations or statements, oral or written, between the parties. No provision of this Agreement may be amended, modified, or waived except in writing signed by both parties. No waiver of any provision of this Agreement shall be a continuing waiver of such provision or a waiver of any subsequent breach thereof. If any provision (or portion thereof) of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be read as if the invalid or unenforceable provision (or portion thereof) were omitted, provided that the operation of this sentence shall not materially frustrate the intent and purposes of the parties as evidenced in this Agreement. This Agreement shall be governed by and construed under the laws of the State of CA without regard to its conflict of law’s provisions. Each party has been represented, or had the opportunity to be represented, by its own counsel in connection with the negotiation and preparation of this Agreement and, consequently, each party hereby waives the application of any rule of law that would otherwise be applicable in connection with the interpretation of this Agreement, including but not limited to any rule of law to the effect that any provision of this Agreement shall be interpreted or construed against the party whose counsel drafted that provision.

General and Miscellaneous Matters