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HANJIN SHIPPING - EVERGREEN LINE SLOT CHARTER AGREEMENT
FMC AGREEMENT NO. _0_1_2_2_8_9_
Expiration Date: None.
This Agreement has not been published previously. HANJII\I SHIPPING -EVERGREEN LINE Slot Charter Agreement FMC Agreement No. 012289
TABLE OF CONTENTS
Article Page
Article 1 Name of Agreement 2
Article 2. Purpose of Agreement 2
Article 3. Parties to Agreement 2
Article 4. Geographic Scope...... 3
Article 5. Agreement Authority 3
Article 6. Administration and Delegation of Authority 5
Article 7. Membership and Withdrawal 6
Article 8. Voting 6
Article 9. Duration and Termination 6
Article 10. Law and Arbitration 9
Article 11. Miscellaneous 11
Article 12. Force Majeure 12
Article 13. C-TPATjISM Code 13
Signature Page
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Article 1. Name of Agreement
The name of this agreement is the HANJIN SHIPPING ("Hanjin")
EVERGREEN LINE ("Evergreen") SLOT CHARTER AGREEMENT (the
"Agreement").
Article 2. Purpose of Agreement
The purpose of this Agreement is to authorize Evergreen to charter space from Hanjin in the Trade.
Article 3. Parties to Agreement
The parties to the Agreement (hereinafter "Party" or "Parties") are:
ELJSA LINE JOINT SERVICE AGREEMENT ("ELJSA") FMC No. 011982
004 consisting of:
Evergreen Marine Corp. (Taiwan) Ltd. Evergreen Marine (UK) Ltd. No. 166 Evergreen House Section 2 160 Euston Road Minsheng East Road London, England Taipei 104 Taiwan NW12DX U.K.
Italia Marittima S. P. A Evergreen Marine (Hong Kong) Ltd. Passeggio S. Andreas 4 22-23 Floor, Harcourt House Trieste 34123, Italy 39 Gloucester Road Wan Chai, Hong Kong
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Evergreen Marine (Singapore) Pte Ltd 200 Cantonment Road, #12-01 Southpoint, Singapore 089763
And
Hanjin Shipping Co., Ltd ("Hanjin") 25 Gukjegeumyung-ro 2-gil, Yeongdeungpo-gu, Seoul, Rep. of Korea (25-11, Yojdo-dong, Youngdeungpo-ku, Seoul, Korea)
Article 4. Geographic Scope
This Agreement covers the trade between ports in Japan, on the one hand, and ports on the Pacific Coast of the United States in the Los
Angles/Oakland range, on the other hand and vice versa (hereinafter, the
"Trade").
Article 5. Agreement Authority
5.1 Hanjin is authorized to slot charter 100 TEUs/ 10 tons average per TEU to Evergreen in the Trade whether used or not used on vessels owned, chartered, or managed by them, on such terms and conditions and for such compensation as may be agreed by the Parties.
Evergreen is not authorized to sub-charter slots to any third parties.
Hanjin is also authorized to sell additional space to Evergreen on an "as needed/as available" basis.
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5.2 Slots can be utilized by Evergreen in full throughout the voyage. (In case of coastal movements, total quantity of moves may be restricted to avoid vessel delay and keep schedule integrity.)
5.3 The Parties are authorized to discuss and agree upon routine operational and administrative matters including, but not limited to, procedures for allocating space; the handling of break bulk, out-of-gauge and dangerous/hazardous cargoes; forecasting; stevedoring and terminal operations; recordkeeping; responsibility for loss, damage or injury
(including provisions of bills of lading relating to same); the interchange of information and data regarding all matters within the scope of this
Agreement; terms and conditions for force majeure relief; insurance, guarantees, indemnification; the resolution of claims; and compliance with customs, safety, security, documentation, and other regulatory requirements.
5.4 Each Party shall retain its separate identity and shall have separate sales, pricing and marketing functions, and shall issue its own bills of lading and handle its own claims.
5.5 Evergreen is responsible for the payment of the space allocated to it.
5.6 Port Rotation. The port rotation for Hanjin's JPX service-
Kobe, Nagoya, Tokyo, Sendai, Los Angeles, Oakland, Tokyo, Nagoya, Kobe.
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5.7 Vessels. Hanjin shall be providing space to ELJSA on 5 vessels on Hanjin's JPX service of approximate capacity of 3400 TEUs
(loadable capacity 2900 TEUs).
5.8 Changes may be made to the ports, the port sequence, the service names (so long as within the Trade); the number of vessels deployed and vessel sizes may be increased or decreased (up to 100%); and the number of slots to be chartered may be increased or decreased
(up to 50%) without need to amend the Agreement. Hanjin may decide unilaterally on such matters as they relate to ports or vessels, provided however that ELJSA may adjust the number of slot it charters from
Hanjin if ELJSA decides in good faith that it is adversely affected by the change.
Article 6. Administration and Delegation of Authority
6.1 This Agreement shall be administered and implemented by meetings, decisions, memoranda, and communications between the
Parties. The Parties are authorized to adopt written procedures and policies with respect to the day-to-day operational requirements of the servIce, as well as with respect to communications among themselves.
6.2 Counsel for the Parties is hereby authorized to file this
Agreement and any amendments thereto with the U.S. Federal Maritime
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Commission, execute this Agreement and any amendments hereto, and to otherwise act on behalf of the Parties with respect thereto.
Article 7. Membership and Withdrawal
7.1 The addition of any new party to this Agreement shall become effective after an amendment noticing its admission has been filed with Federal Maritime Commission and become effective under the
Shipping Act of 1984, as amended.
7.2 Any Party may withdraw from this Agreement in accordance with the provisions of Article 9 hereof.
Article 8. Voting
Actions taken pursuant to this Agreement or any amendment thereof
shall be by mutual consent of the Parties
Article 9. Duration and Termination
9.1 This Agreement shall go into effect on the date it becomes effective under the Shipping Act of 1984, as amended, and shall have an initial term running through July 31,2015 ("Initial Term"). If this
Agreement is not terminated at the end of the Initial Term, it shall remain in effect indefinitely thereafter.
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9.2 Either Party may withdraw from this Agreement by giving 3
(three) months notice; provided, however, that such resignation may not be given prior to Apri130, 2015.
9.3 In the event of withdrawal of a Party, the Parties shall continue to be liable to one another in respect of all liabilities and obligations accrued prior to termination and in such other respects as the Parties shall determine to be fair as between themselves in relation to the completion of all contracts of carriage outstanding at the date of termination
9.4 Notwithstanding any provision contained herein, if at any time during the term of this Agreement there shall be a change in the control or a material change in the ownership of Hanjin or Evergreen (the company so affected being referred to in this Article 9.4 only as the
Affected Party) and the other Party is of the opinion arrived at in good faith that such change is likely to materially prejudice the cohesion or viability of the service, then the other Party may within three months of the coming into effect of such change give not less than three months' notice in writing to the Affected Party terminating the Agreement with respect to the Affected Party.
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9.5 For the purposes of Article 9.4 above, a change in control or material change in ownership shall not include:
(a) any public offering of shares in a Party or its holding company, or
(b) any shareholder of such Party or its holding company who was
a shareholder of such Party or holding company on the effective
date of this Agreement acquiring control of such Party or holding
company.
9.6 Notwithstanding any provision contained herein, if at any time during the term of this Agreement Hanjin or Evergreen should become or declare itself bankrupt or insolvent or have a receiving order made against it, suspend payments, or continue its business under a receiver for the benefit of any of its creditors, or if a petition is presented or a meeting convened for the purpose of considering a resolution, or other steps are taken, for the winding-up of the company (otherwise than for the purposes of and followed by a resolution previously approved in writing by the other Party), or any event similar to any of the above shall occur under the laws of the company's country of incorporation and the other Party is of the opinion that the result may be materially detrimental to the service provided under this Agreement, or that
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sums may be owed by the insolvent company to the other Party and may not be paid in full or their payment may be delayed, then, any further participation of the insolvent company in this Agreement may, in whole or in part, and with immediate effect, either be terminated or suspended for such period as the other Party, in its sole discretion, deem appropriate.
Article 10. Law and Arbitration
10.1 This Agreement shall be governed by and construed in accordance with the laws of England. Any dispute or difference arising out of or in connection with this Agreement which cannot be amicably resolved shall be referred to arbitration in London in accordance with the
Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this
Article. The arbitration shall be conducted in accordance with the
London Maritime Arbitration Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
10.2 The reference shall be to three arbitrators. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, requiring the other
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Party to appoint its own arbitrator within 14 calendar days of that notice, and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and give notice that it has done so within the fourteen (14) days specified. If the other Party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the Party referring a dispute to arbitration may, without the requirement of any further prior notice to the other
Party, appoint its arbitrator as sole arbitrator and shall advise the other
Party accordingly. The award of a sole arbitrator shall be binding on both
Parties as if he had been appointed by agreement. Nothing herein shall prevent the Party agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
10.3 In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when arbitration proceedings are commenced.
lOA Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of the award and an order of enforcement; as the case may be.
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Article 11. Miscellaneous
11.1 Each Party shall be responsible for marketing its own interests in the Trade Lane.
11.2 Except as required by law this Agreement shall be regarded as confidential to the Parties hereto and no Party shall divulge details of the contents hereof to any third party not a signatory to of this
Agreement without the prior written approval of the other Party hereto.
Notwithstanding the aforesaid, the Parties may divulge such parts of this
Agreement and such information to their employees, servants, agents and sub-contractors as is necessary to enable their due performance of the Agreement, provided always that these employees, servants, agents and sub-contractors observe confidentiality to the same extent as provided for in this Article.
11.3 Nothing in this Agreement shall gIve rise to nor shall be construed as constituting a partnership for any purpose or extent.
Unless otherwise agreed, no Party shall be deemed the agent of the other for the purpose of this Agreement and/or for any matters or things done or not done under or in connection with this Agreement.
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11.4 Any correspondence or notices hereunder shall be made by courier service or registered mail, or in the event of expeditious notice is required, bye-mail or fax confirmed by courier or registered mail, to addresses set forth in Article 3, or as otherwise agreed.
ARTICLE 12: FORCE MAJEURE
If due to circumstances beyond the control of the Parties hereto, such as but not limited to war, whether declared or not, hostilities or the imminence thereof, act of public enemies, restraint of princes, rulers or people, compliance with any compulsorily applicable law or governmental directive, boycott against flag, strikes, labor unrest, lock outs, acts of terrorism, political ban or other events which render performance of this
Agreement wholly or substantially impracticable, the Agreement shall not thereby be terminated, but (subject always to the various provisions for termination of this Agreement) the performance thereof shall be suspended (in whole or in part as appropriate) until such time as the performance thereof is again practicable, without prejudice to any rights, liabilities and obligations accrued at the date of suspension. Should this
Agreement be wholly suspended for a period exceeding three (3) calendar months from the date of commencement of such suspension, Party shall have the right to terminate this Agreement on thirty days (30) notice to the other Party.
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ARTICLE 13: C-TPAT/ISM CODE
13.1 Both Parties shall be signatories to the Customs-Trade
Partnerships against Terrorism (C-TPAT) and agree to develop and implement a verifiable, documented program to enhance security procedures through its portion.
13.2 During the duration of this Agreement, the Parties shall require that both their vessel(s) and themselves (as defined by the ISM code) shall comply with the requirements of the ISM code. Upon request, the Parties shall provide a copy of the relevant Document of Compliance
(DOC) and Safety Management Certificate (SMC) to the other Party.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of thisJ./Vday of July, 2014.
EVERGREEN LINE JOINT SERVICE AGREEMENT
By: Q~~~
Name: fA-v£.. nt. #I(.£jt:/..,lt
HANJIN SHIPPING CO., LTD
By:
Name: _
Title:
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l:c' 'f; OF " ..... THE<~' r_ FED AL HAR'Th1~~~, RI SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of jf' this )/ day of July, 2014.
EVERGREEN LINE JOINT SERVICE AGREEMENT
By:
Name: ------
Title:
HANJIN SHIPPING CO., LTD
By: ~\.....-
Name: ~f;( :JJz.ffr,f,v/ /
Title: L~) "- ( C U .. ,1 J -e !
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