GENERAL TERMS & CONDITIONS
Document Ref: AG-GTC-2026-Rev.0
Effective Date: 01 May 2026
IMPORTANT NOTICE: LIMITATION OF LIABILITY
Attention is specifically drawn to Clause 8 (Limitation of Liability) and Clause 9 (Indemnification). These clauses significantly limit Alpmar Group’s liability and impose indemnification obligations on the Client. By accepting services from Alpmar Group, you expressly acknowledge and agree to these risk allocations.
1. PREAMBLE AND APPLICATION
A) These General Terms and Conditions (“Terms”) govern the provision of all services, including but not limited to:
Maritime technical management,
Crew management,
Commercial management,
Sale & purchase (S&P) brokerage (including vessels and drilling rigs),
Energy consulting, and
Commodity trading (e.g., aluminum profiles)
provided by Alpmar Group and its subsidiaries (“Alpmar”).
B) By requesting, receiving, or accepting any Services from Alpmar, the Client irrevocably accepts these Terms as the sole and exclusive agreement governing the relationship, superseding any prior verbal or written agreements, communications, or purchase order terms provided by the Client.
C) Where the Client acts on behalf of a third-party Principal (e.g., as a manager, agent, or representative), the Client warrants that it has the full authority of said Principal to accept these Terms on the Principal’s behalf, and both the Client and Principal shall be jointly and severally bound.
2. DEFINITIONS
In these Terms, the following definitions shall apply:
“AlpMar”: Refers to Alpmar Group and any of its subsidiaries or Affiliates.
“Client”: The party requesting or receiving Services, including its officers, employees, and authorized agents.
“Principal”: The ultimate party holding rights or obligations in a Contract (e.g., Vessel Owner, Buyer, Seller, Charterer).
“Services”: The full range of operational, technical, brokerage, consulting, and trading services provided by Alpmar.
“Contract”: Any legally binding agreement concluded between the Client (or Principal) and a third party arising out of Alpmar’s Services.
“Managed Vesse/Asset”: Any vessel, offshore unit, drilling rig, or industrial facility for which Alpmar provides management or operational services.
“Goods”: All commodities and industrial products (including aluminum profiles) supplied by Alpmar Trading.
3. ALPMAR’S OBLIGATIONS AND SCOPE OF SERVICES
3.1. Standard of Care
Alpmar undertakes to perform the Services with the reasonable skill, care, and diligence expected of a prudent and qualified professional service provider within the relevant maritime, energy, or trading industry.
3.2. Scope of Operational & Management Services
When engaged for technical, crew, or commercial management, Alpmar acts as the manager for and on behalf of the Client/Owner. Alpmar shall manage the Asset in accordance with the agreed management agreement, relevant international regulations (e.g., ISM Code, where applicable), and best industry practices.
3.3. Scope of Brokerage & S&P Services
When acting as a broker (including for S&P of vessels and drilling rigs), Alpmar’s role is to introduce parties and facilitate negotiations. Alpmar is not a party to the resulting Contract and has no responsibility for the performance, non-performance, or financial standing of any counterparty. It is the Client’s sole responsibility to conduct due diligence on the counterparty before signing.
3.4. Reliance on Third-Party Information
While Alpmar provides market data, reports, and information in good faith, it does not warrant the accuracy, completeness, or timeliness of any information derived from third-party sources. The Client acknowledges that any decision made based on such information is at the Client’s sole risk.
4. CLIENT’S OBLIGATIONS
The Client will:
Observe good faith at all times in its dealings with Alpmar.
Comply with all applicable laws, regulations, and international sanctions (including those of the UN, EU, USA, and Türkiye).
Provide all necessary information, documentation, approvals, and access (including to Vessels/Assets) required for the performance of the Services in a timely and accurate manner.
Warrant that it has full power and authority to enter into the Contract or request the Services, whether acting as Principal or Representative.
5. COMMODITY TRADING (e.g., ALUMINUM PROFILES)
5.1. Specifications and Delivery
For the supply of Goods, technical specifications, quantities, and delivery terms (e.g., Incoterms 2020) must be confirmed in writing via a Purchase Order (PO). Goods are supplied based on the technical standards described in Alpmar’s catalog.
5.2. Inspection and Acceptance
The Client is obligated to inspect the Goods immediately upon delivery. Any claims regarding defects, shortages, or non-conformity must be made in writing within 7 days of delivery, failing which the Goods shall be deemed accepted.
6. FEES, COMMISSIONS, AND PAYMENT TERMS
6.1. Calculation of Fees
Fees and commissions shall be payable as agreed in writing or as set out in the Contract.
Time Charters: Commissions are payable on the gross hire, ballast bonus, and any extensions.
S&P Transactions: Commissions are payable on the gross purchase price or construction cost, including any extras.
6.2. Payment Terms
Unless stated otherwise on the invoice, payment is due immediately upon the invoice date. Payments must be made in full without any set-off, deduction, or counterclaim.
6.3. Late Payment Interest
If payment is not received by the Due Date, Alpmar reserves the right to charge interest on the overdue amount at the rate of 2% (two percent) per annum above the Euribor base rate, calculated daily until full payment is received.
7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
7.1. Confidential Information
Both parties agree to keep confidential all non-public technical, commercial, financial, and operational information disclosed during the relationship. This obligation survives termination for 5 years.
7.2. Intellectual Property
All designs, technical drawings, catalogs, operational manuals, and software provided by Alpmar remain the exclusive intellectual property of Alpmar Group and may not be copied or disclosed to third parties without prior written consent.
8. LIMITATION OF LIABILITY (CRITICAL CLAUSE)
8.1. Total Aggregate Liability
Notwithstanding anything to the contrary, the total aggregate liability of Alpmar Group (including its Affiliates, officers, and employees) arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the lower of:
(a) The total amount of fees/commissions payable to Alpmar for the specific Service in connection with which the claim arose; or
(b) The sum of USD 500,000 (Five Hundred Thousand US Dollars).
8.2. Exclusion of Consequential Loss
In no event shall Alpmar be liable for any indirect, incidental, special, exemplary, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of contract, loss of reputation, business interruption, or demurrage claims.
8.3. Third-Party Negligence
Alpmar shall not be liable for any loss or damage caused by the negligence, willful misconduct, or non-performance of any third party, including charterers, vessel owners, or other brokers.
9. INDEMNIFICATION
The Client agrees to save, indemnify, defend, and hold harmless Alpmar Group (including its Affiliates, officers, and employees) from and against any and all claims, losses, damages, costs (including legal costs), expenses, and liabilities of any kind whatsoever arising out of:
(a) Any breach of these Terms by the Client;
(b) Any claims made by third parties (including the Principal) exceeding the maximum liability provided for under Clause 8.1; and
(c) Any loss or damage to the Managed Asset, cargo, or third parties not directly caused by Alpmar’s gross negligence.
10. FORCE MAJEURE
Alpmar shall not be liable for any failure to perform or delay in performing its obligations due to events beyond its reasonable control, including but not limited to acts of God, war, acts of terrorism, civil commotion, pandemic, labor strikes, embargoes, severe weather conditions, or changes in governmental regulations.
11. GOVERNING LAW AND JURISDICTION
11.1. Governing Law
These Terms and all Contracts arising out of or in connection with the Services shall be governed by and construed in accordance with English Law.
11.2. Dispute Resolution
Any dispute arising out of or in connection with these Terms shall be referred to arbitration in London in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
(a) In cases where the claim or counterclaim does not exceed the sum of USD 100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure.
(b) The reference shall be to three arbitrators unless the parties agree otherwise.
12. MISCELLANEOUS
Alpmar Group reserves the right to amend these Terms from time to time. The latest version shall always be published on this page, and any amendments become effective upon publication.