Terms and Conditions
Terms and Conditions
Effective Date: Jan 1, 2025
Last Updated: November 14, 2025
GENERAL TERMS AND CONDITIONS FOR MARITIME, PORT, UNDERWATER AND TECHNICAL SERVICES (“Terms”, “Agreement”)
1. PARTIES, PURPOSE AND BINDING EFFECT
1.1. These General Terms and Conditions are issued by SEACHIOS CRANE NAVAL E SERVICOS MARITIMOS LTDA., a company duly organized under the laws of the Federative Republic of Brazil, enrolled with CNPJ/Tax ID 09.258.299/0001-53, operating commercially under the brand Seachios® Marine Services (“Seachios”, “Company”, “we”, “us” or “our”), and shall apply to all and any services, operations, mobilisations, attendances, inspections, cleanings, repairs, supplies, underwater/diving works, agency-related services, issuance of certificates/reports and any other activities performed or arranged by Seachios, whether in Brazil or abroad.
1.2. By requesting, nominating, ordering, accepting, confirming or otherwise making use of any Service from Seachios — including when such request is made through a vessel’s master, shipping/protecting agent, intermediary, contractor, principal, group company or representative — the person or entity so acting (“Client”) hereby irrevocably, unconditionally, fully, finally and without reservation accepts these Terms as the exclusive and prevailing contractual framework between the parties. Such acceptance shall be effective upon the earliest of:
(a) the Client’s request or nomination (by e-mail, electronic platform, WhatsApp or similar);
(b) Seachios’ mobilisation or allocation of resources;
(c) the Client’s receipt of Seachios’ quotation or invoice without immediate written objection; or
(d) the actual boarding/attendance of Seachios’ personnel, equipment or materials on the vessel or port.
1.3. These Terms are intended to protect Seachios, its affiliates, subcontractors and group companies from operational risks typical of maritime and port activities, from interruptions or denials imposed by third-party authorities, and from non-payment or delayed payment by clients, contractors or intermediaries. The Client expressly acknowledges such nature and agrees with the risk allocation herein.
2. DEFINITIONS
For the purposes of this Agreement:
2.1. “Service” means any activity performed or arranged by Seachios under or in connection with a Client’s request, nomination, purchase order (“PO”), order, message, agent’s instruction or master’s order, including, without limitation: mobilisation; travel; port/terminal access; issuance and submission of documents for boarding; boarding attempts; waiting or stand-by time; partial or substantial execution; use or opening of chemicals and consumables; deployment of vessels, launches or lifeboats; issuance of reports, certificates, photo and video registers; and final demobilisation. Mobilisation alone constitutes a Service.
2.2. “Operation Location” means the country, port, terminal, anchorage, offshore area or other jurisdiction where the Service is physically rendered.
2.3. “Third-Party Authority” means, including but not limited to: the vessel’s Master and crew; local or protective shipping agent; port authority; terminal operator; Customs; immigration; police; environmental or maritime authority; P&I surveyor; cargo interests; charterer; or any other public or private entity with actual or de facto powers over the operation.
2.4. “Deliverables” means any certificate, report, statement, photo set, video, attendance form, checklist, technical note or similar document produced by Seachios in connection with the Service.
2.5. “Affiliate / Group Company” means any entity controlled by, controlling or under common control with Seachios, as well as any local partner, subcontractor or representative engaged by Seachios to perform the Service.
2.6. “Client Group” means the Client, its parent, subsidiaries, affiliates, intermediaries, disclosed or undisclosed principals, vessels’ beneficial owners, charterers and any entity on whose behalf or for whose benefit the Service is being requested.
3. ORDER OF PRECEDENCE AND EXCLUSION OF FOREIGN TERMS
3.1. This Agreement constitutes the entire agreement between Seachios and the Client with respect to the Services and supersedes any prior or contemporaneous communications, understandings or arrangements, whether oral or written, relating to the same subject-matter.
3.2. Order of precedence shall be as follows:
(i) these General Terms and Conditions;
(ii) the specific commercial proposal, quotation or invoice issued by Seachios;
(iii) the Client’s request, nomination or PO (only as to numerical/identifying data);
(iv) agency or Master’s operational instructions.
3.3. The Client’s own purchasing conditions, agency boilerplates, master’s clauses, vendor templates or foreign standard terms are expressly rejected and shall not apply, unless a duly authorised officer or director of Seachios expressly accepts them in writing.
3.4. If these Terms are made available in more than one language, the English version shall prevail.
3.5. Commencement of mobilisation, boarding of Seachios’ personnel, receipt of Seachios’ materials on board or at the port, or operational coordination by the Client or its agent shall each constitute conclusive evidence of the Client’s acceptance of these Terms.
4. APPLICABLE LAW, REGULATORY AND SAFETY FRAMEWORK
4.1. This Agreement shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil (Código Civil – Lei 10.406/2002; Lei dos Portos – Lei 12.815/2013; normas da Marinha do Brasil; resoluções e normas da ANTAQ; e regulamentos das Administrações/Autoridades Portuárias brasileiras).
4.2. The Client acknowledges that Seachios conducts its operations under, and may invoke and apply, including, without limitation:
International Maritime Organization (IMO) instruments;
SOLAS (International Convention for the Safety of Life at Sea);
MARPOL (International Convention for the Prevention of Pollution from Ships);
ISM Code (International Safety Management Code);
ISO-based management and quality systems (e.g. ISO 9001, ISO 14001, ISO 45001 if and when applicable);
Brazilian port, maritime and health-and-safety regulations, including but not limited to NR-29 (Port and Maritime Work), NR-33 (Confined Spaces), NR-35 (Work at Heights), NR-6 (PPE), NR-9 (PPRA/PCMSO references), and any successor, supplementary or analogous standards issued by competent authorities.
4.3. Where security, health, environment, confined space entry, work-at-height or port safety is at stake, Seachios’ professional and reasonable judgement pursuant to the above framework shall be final and binding for the purposes of suspending or abandoning the work, without liability.
4.4. In case of conflict between these Terms and a foreign law or a Client’s internal policy, these Terms shall prevail to the maximum extent permitted.
5. SCOPE OF SERVICES AND PERFORMANCE THROUGH AFFILIATES
5.1. Seachios provides specialized, compliance-driven maritime, port, underwater and technical services, including, without limitation: cargo hold cleaning; tank cleaning; scaling, chipping and rust removal; riding crew/squad; hoist/wire rope replacement; underwater / diving / hull / propeller / rudder operations; underwater inspections (UWI / UWILD); supply of chemicals and consumables; mobilisation by launch, lifeboat or service craft; shipping and protective agency services; logistics and boarding arrangements; and issuance of technical reports, attendance notes, certificates and supporting documentation.
5.2. Seachios may, at its sole discretion and without prior notice, perform or have the Service performed by any Affiliate / Group Company, certified subcontractor, local provider or representative, for reasons of logistics, safety, compliance or cost-efficiency. In such cases, the Client’s obligations, particularly payment, remain directly owed to Seachios, and all protections, limitations and indemnities contained herein shall equally benefit such Affiliate / Group Company, subcontractor or representative (“Himalaya clause”).
5.3. Joint and Several Liability. Where the Service is ordered by, for the benefit of, or through more than one company, intermediary or representative belonging to the same commercial or economic group, all such entities shall be held jointly and severally liable for the full and punctual payment of all amounts due to Seachios.
6. CLIENT’S OBLIGATIONS, ACCESS AND OPERATIONAL RISK
6.1. The Client shall, at its own cost and risk, arrange, obtain and provide all clearances, access permits, boarding authorisations, passenger lists, Customs releases, port IDs, authorisation letters and any other documentation required by any Third-Party Authority, in order to allow Seachios’ personnel, equipment, vessels, chemicals and consumables to safely and timely reach the vessel or worksite.
6.2. Any delay, hindrance, limitation, suspension or denial of access imposed by a Third-Party Authority, by the vessel’s Master, by the terminal or by the Client’s own representatives shall not relieve the Client from its payment obligations and shall be deemed a Client-side operational risk.
6.3. Third-Party Approval Not a Condition. Payment obligations under this Agreement are independent of, and shall not be conditioned upon, the approval, acceptance or payment by any charterer, cargo interest, P&I club, terminal, port authority or any other third party.
6.4. The Client shall ensure that the vessel and the worksite are kept in conditions that are safe and compliant with the above-mentioned international and local regulations and shall promptly implement any corrective measures indicated by Seachios’ personnel.
7. MOBILISATION, INTERRUPTION AND SUBSTANTIAL PERFORMANCE
7.1. Mobilisation is deemed to occur as soon as Seachios’ personnel, equipment, support vessels, chemicals or consumables depart their base or are exclusively allocated to the Client’s operation, even if the vessel is not yet ready, alongside or cleared.
7.2. If, after mobilisation, the Service cannot commence or must be interrupted, suspended or slowed down due to any reason not exclusively attributable to Seachios — including, without limitation: orders or refusals by the Customer / Client / contractor / principals; actions or omissions of their representatives or intermediaries; orders or refusals by any Third-Party Authority; terminal or port restrictions; safety stops; adverse weather or sea state; bar or port closure; Customs retention of materials; lack of agent clearance; change in vessel schedule; or instructions from P&I, charterer or cargo interests — then Seachios shall be entitled to:
(a) invoice the full mobilisation cost;
(b) charge stand-by time for personnel and equipment;
(c) invoice all materials, chemicals and consumables already opened, used, transported or made available; and
(d) charge any subsequent re-mobilisation required to resume or repeat the Service.
7.3. Minimum Payment for Early Interruption. Where interruption occurs before substantial performance, the Client shall in any event pay a minimum amount equivalent to 50% (fifty per cent) of the agreed service price, in addition to mobilisation, stand-by and materials already consumed.
7.4. Substantial performance halted by Client-side actors. Where the Service has been substantially performed — for illustrative, non-exhaustive purposes, such substantial performance being characterized by, inter alia, (i) 60% (sixty per cent) or more of cargo hold cleaning completed; (ii) wire-rope or hoist wire replacement nearly finalized; (iii) underwater inspection, cleaning or polishing practically completed; or (iv) the full or substantial deployment of manpower, equipment and consumables originally foreseen — and the continuation, completion or formal delivery of the Service is then halted, interrupted, postponed or frustrated by the Customer / Client / contractor / principals, by any of their representatives, intermediaries or agents, or by any Third-Party Authority (including, without limitation, the vessel’s Master, the local or protective agent, the terminal, Customs, port authority, P&I or cargo interests), Seachios shall be entitled to invoice up to 100% (one hundred per cent) of the originally agreed service price, on the basis that the impossibility to complete arose from causes beyond Seachios’ control and after Seachios had already committed the entirety or the substantial majority of the resources required for performance.
7.5. Unsafe or non-compliant conditions. If Seachios’ personnel consider, in their reasonable and professional judgement, that the vessel, berth, access, confined space, work at height or operational environment is unsafe, unhealthy or non-compliant with any applicable international or local regulations, including, without limitation, IMO instruments, SOLAS, MARPOL, ISM Code, ISO-based procedures, Brazilian port safety rules and Brazilian occupational safety standards such as NR-29, NR-33, NR-35 and any other regulation, rule, circular or requirement of analogous content, Seachios may immediately suspend, refuse to commence or abandon the Service. In such case, the Service shall be deemed duly performed up to the point of suspension and shall be invoiced accordingly, and Seachios shall incur no liability for delays, rescheduling, unavailability or resulting losses.
8. FEES, INVOICING, PAYMENT, DEFAULT AND MONTHLY INTEREST
8.1. Unless otherwise expressly agreed in writing, all invoices issued by Seachios are due immediately upon presentation or within the specific commercial term stated on the invoice.
8.2. The Client shall make all payments in full, in cleared funds, without any set-off, counterclaim, deduction or withholding, whether on account of alleged defects, third-party complaints, taxes or otherwise.
8.3. Condition precedent – pay first, claim later. Full and unconditional payment of all invoices issued by Seachios in connection with the relevant Service shall be a condition precedent to any right of the Client to raise claims, exercise set-off, obtain credits, demand re-work or seek indemnification from Seachios. Until such payment is made, any such rights shall remain suspended.
8.4. Extrajudicial notification. In case of non-payment, Seachios may send an extrajudicial notification to the Client (including by e-mail to the address used in the operation). If the Client fails to cure the default within 15 (fifteen) days from such notification, Seachios may, cumulatively:
(i) suspend, refuse to commence or discontinue any current or future Service;
(ii) withhold and retain any and all Deliverables;
(iii) accelerate all outstanding amounts;
(iv) initiate judicial or arbitral measures for collection and/or vessel arrest.
8.5. Interest. Any overdue amount shall bear default interest at the rate of 10% (ten per cent) per month over the total invoice amount, calculated pro rata die from the original due date until full and final payment, without prejudice to monetary adjustment, correction or indexation where applicable.
8.6. Costs of collection and attorneys’ fees. The Client shall reimburse Seachios for all reasonable costs of collection, including, without limitation, attorney’s / lawyer’s fees, court or arbitral costs, port and administrative charges, and expenses of enforcement, whether incurred in Brazil or abroad.
8.7. Cross-Default. Any default of the Client in relation to any invoice, vessel, Service or nomination shall entitle Seachios to suspend, retain Deliverables and enforce its rights in respect of all other invoices, vessels, Services or nominations of the same Client or of entities within the same Client Group.
8.8. Seachios may, at any time and at its sole discretion, require the Client to provide advance payment, security, bank guarantee, P&I undertaking or similar financial assurance as a condition for commencement or continuation of the Service.
9. RIGHT OF RETENTION, LIEN AND VESSEL ARREST
9.1. Seachios shall have a contractual right of retention and lien over all Deliverables and may withhold, refuse to issue or refuse to release any certificate, report, photo, video or similar document until full payment of all amounts due. The Client shall not treat the Service as incomplete or defective solely because Seachios exercises such right.
9.2. To the extent permitted by applicable law, Seachios shall be entitled to assert a maritime lien or equivalent security interest over the vessel which benefited from the Service for unpaid charges arising from such Service.
9.3. If non-payment persists after the 15-day period following the extrajudicial notification, Seachios may, at its sole discretion, seek judicial arrest, detention, sequestration or any similar conservatory measure over the vessel in Brazil or in any other jurisdiction where such vessel may be found, in order to secure payment of: (i) the outstanding amounts; (ii) late-payment interest; (iii) monetary adjustment; (iv) costs of collection; and (v) attorney’s / lawyer’s fees.
9.4. All legal, court, port, bailiff, lawyer and administrative expenses incurred by Seachios to obtain, maintain or lift such arrest or detention shall be for the Client’s exclusive account.
10. TERRITORIAL AND RESTRICTED “NO CURE, NO PAY”
10.1. Where Seachios, on an exceptional commercial basis, offers or accepts a “no cure, no pay” structure, such arrangement shall apply strictly and exclusively to the Operation Location (i.e., the country, port or jurisdiction where the Service was physically rendered).
10.2. Such “no cure, no pay” arrangement shall not be interpreted as a general or cross-border waiver of the Client’s payment obligations, nor as a right to set off or suspend payments due in other ports, jurisdictions, vessels or subsequent operations.
10.3. Even under a “no cure, no pay” arrangement, the Client shall remain liable for: (i) mobilisation and demobilisation; (ii) clearances and access-related costs; (iii) materials, chemicals and consumables opened or used; (iv) stand-by or waiting time due to third-party factors; and (v) any minimum percentage stated in Clause 7.3 above.
11. EVIDENTIARY VALUE OF SEACHIOS’ DOCUMENTS
11.1. Any service report, attendance sheet, time log, photo or video record, material consumption list or delivery receipt issued or produced by Seachios in connection with the Service shall constitute prima facie evidence of the facts therein stated and of the Service actually rendered, and shall be binding upon the Client unless the Client produces written, technical evidence to the contrary within 5 (five) days of receipt.
11.2. Operational records may be issued in Portuguese or English and shall be fully valid and enforceable against the Client.
12. LIMITATION OF LIABILITY, INDEMNITY AND EXCLUSION OF CONSEQUENTIAL DAMAGES
12.1. To the maximum extent permitted by applicable law, the aggregate liability of Seachios, its Affiliates, subcontractors and related entities arising out of or in connection with any Service, whether in contract, tort (including negligence), statutory duty or otherwise, shall in no event exceed the total amount actually paid by the Client to Seachios for the specific Service which gave rise to the claim.
12.2. If, at the time of the claim, the Client has not yet paid the relevant invoices, Seachios shall have no obligation whatsoever to pay, reimburse, compensate or indemnify the Client. Any potential indemnity is expressly conditioned upon prior full payment by the Client.
12.3. In no event shall Seachios be liable for indirect, consequential, special, punitive or exemplary damages, including, without limitation, loss of hire, loss of freight, demurrage, off-hire, loss of charter, loss of profit, loss of reputation, penalties or liquidated damages imposed on the Client by third parties.
12.4. Where the damage, incident or loss was caused, triggered or aggravated by (i) any order, omission or unsafe practice of the vessel’s Master or crew, (ii) the local or protective agent, (iii) the terminal or port authority, or (iv) unsafe or non-compliant conditions on board or at the port, the Client shall indemnify and hold Seachios harmless from and against any and all related claims, losses, damages, fines, penalties and expenses, including attorney’s / lawyer’s fees.
12.5. Not a contract of carriage. The parties acknowledge that the Service does not constitute maritime carriage of goods and that any mandatory regime applicable to carriage (including Hague, Hague-Visby or Hamburg Rules) shall not apply.
13. FORCE MAJEURE AND EXTERNAL FACTORS
13.1. Seachios shall not be liable for any failure or delay in performing its obligations when such failure or delay results from events, circumstances or causes beyond its reasonable control, including, without limitation to, and whether or not foreseeable in the ordinary course of port operations: Acts of God; storms; heavy swells; floods; lightning; earthquakes; acts of war, terrorism or piracy; civil commotion; strikes; lockouts; port or terminal shutdowns; inspections, embargoes, detentions or seizures by authorities; cyberattacks; systemic IT failures; power outages; unavailability of pilots, tugs, mooring or launch services; change of berth; and any other port- or ship-specific constraint of similar nature.
13.2. In any such case, Seachios’ performance shall be suspended for the duration of the event, and the Client shall bear all stand-by and additional mobilisation costs.
14. SANCTIONS, DENIED PARTIES, KYC AND COMPLIANCE
14.1. Seachios conducts its business in observance of applicable sanctions, export-control and counter-terrorism regimes, including, without limitation, those administered by the United Nations, the European Union, the United States of America (including OFAC), the United Kingdom (OFSI/HMT), and Brazilian authorities.
14.2. By contracting Seachios, the Client represents and warrants that neither it, nor the vessel, nor the ultimate beneficial owner, nor any intermediary or agent involved in the request is a person or entity that is listed on, owned or controlled by, or acting on behalf of a person or entity listed on, any applicable sanctions or denied-party list.
14.3. Seachios shall not be obliged to render, continue or complete any Service whenever Seachios, acting in good faith, identifies or reasonably suspects that the Client, the vessel, the end-user, the intermediary or the transaction is subject to any such sanctions or restrictions. In such event, Seachios may immediately suspend or terminate the Service, and all amounts already mobilised, incurred or performed up to suspension shall remain fully due and payable by the Client.
14.4. The Client shall promptly inform Seachios of any actual or threatened inclusion of the Client, the vessel or the ultimate beneficial owner in any sanctions or denied-parties list. Seachios may disclose to competent authorities any information reasonably necessary to evidence sanctions compliance.
14.5. Any concealment, misrepresentation or omission by the Client regarding sanctioned parties shall render the Client fully liable to indemnify and hold Seachios harmless from and against any fines, penalties, losses, legal fees and expenses arising therefrom.
15. CLAIMS AND TIME BAR
15.1. Any claim of whatever nature arising out of or in connection with the Service shall be notified to Seachios in writing within 15 (fifteen) days from the date on which the Service was performed or ought to have been performed.
15.2. Any legal or arbitral proceedings in respect of such claim shall be commenced within 30 (thirty) days thereafter.
15.3. Compliance with the above notification and commencement periods shall be a condition precedent to the Client’s right to seek any remedy. Failure by the Client to (i) notify within the 15-day period and/or (ii) commence proceedings within the subsequent 30-day period shall render the claim time-barred, extinguished and deemed irrevocably waived.
16. NON-CIRCUMVENTION AND UNAUTHORISED DIRECT HIRE
16.1. The Client acknowledges that Seachios may disclose or make available to the Client certain subcontractors, divers, launch companies or technical teams which are part of Seachios’ operational network.
16.2. Any direct engagement by the Client of a subcontractor, diver, launch company or technical team presented or made available by Seachios, within 12 (twelve) months of the Service, without Seachios’ written consent, shall entitle Seachios to a contractual penalty equal to the higher of:
(i) USD 10,000.00 (ten thousand United States Dollars); or
(ii) 20% (twenty per cent) of the contract value so diverted,
without prejudice to Seachios’ right to claim additional damages.
17. GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND WAIVER OF IMMUNITY
17.1. This Agreement shall be governed by the laws of the Federative Republic of Brazil.
17.2. Any dispute not amicably resolved within 30 (thirty) days may, at Seachios’ sole and exclusive option, be submitted to binding arbitration under ICC or UNCITRAL Rules, seated in Santos, State of São Paulo, Brazil, in Portuguese or English.
17.3. If arbitration is not available or is unenforceable, the courts of Santos, State of São Paulo, Brazil, shall have exclusive jurisdiction, to the exclusion of any other forum, and the Client waives any objection on grounds of forum non conveniens.
17.4. Pay-now / argue-later. Under no circumstances shall the existence of a dispute, claim or arbitration authorize the Client to withhold, reduce or delay any payment due hereunder.
17.5. Waiver of Sovereign or Similar Immunity. If the Client is a state, state-owned, public, governmental or supranational entity, it hereby irrevocably waives any and all rights to sovereign, diplomatic, execution or attachment immunity in relation to itself, its assets and the vessel, to the fullest extent permitted by applicable law, in connection with any enforcement, arrest or collection arising out of these Terms.
18. MISCELLANEOUS
18.1. Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
18.2. No Waiver. Failure or delay by Seachios in exercising any right or remedy shall not operate as a waiver thereof.
18.3. Assignment. The Client may not assign or transfer any of its rights or obligations under these Terms without Seachios’ prior written consent. Seachios may assign its rights to Affiliates / Group Companies.
18.4. Survival. The provisions concerning payment, interest, no set-off, limitation of liability, indemnity, time bar, right of retention, vessel arrest, sanctions, governing law and dispute resolution shall survive termination, completion or cancellation of the Service.
ANNEX I – OPERATIONAL SAFETY AND COMPLIANCE MATRIX
Seachios shall be entitled to apply, at its sole discretion, the strictest of the following whenever there is a conflict:
(a) International rules (IMO, SOLAS, MARPOL, ISM Code);
(b) Brazilian occupational and port safety rules (NR-29, NR-33, NR-35, NR-6 and successors);
(c) Port Authority, Terminal or Shipowner safety requirements, if stricter than (a) and (b).Any refusal by the vessel or by the Client to implement basic safety measures (gas test, permit to work, fall protection, confined space entry procedures, PPE, lock-out/tag-out, hot work permit) shall entitle Seachios to suspend and invoice.
Photographic and video records taken by Seachios for HSSE and compliance purposes may be retained and used as evidence.
ANNEX II – SANCTIONS, KYC AND DENIED-PARTY SCREENING
Seachios may at any time request KYC/AML documentation from the Client, the vessel, the ultimate beneficial owner or any intermediary.
Failure to provide such documentation within a reasonable time shall entitle Seachios to suspend or cancel the Service, without liability and without prejudice to invoices already issued.
Where a sanctioned person or entity is identified, Seachios may disclose the fact to competent authorities and to the Client’s own P&I/insurers.
ANNEX III – EVIDENCE AND DOCUMENTATION
Service reports, attendance sheets, time logs and consumption lists generated by Seachios are presumed accurate.
The Client may request copies of such documents within 5 (five) days of the Service; after that, the documents shall be deemed accepted.
Electronic copies (PDF, JPG, MP4 or similar) shall be fully valid and enforceable.
Contact Information
For inquiries regarding these Terms, please contact:
Seachios® Marine Services
Rua Visconde do Rio Branco, 67, Santos, Brazil
📧 Email: contact@seachiosbrazil.com
📞 Phone: +55 98 3022-7117
