Formation of Contract – Principal – Subject Matter of Engagement
1.1.In accordance with its charter and subject to these General Terms and Conditions,
the Verein Hanseatischer Transportversicherer e.V. (hereinafter the “VHT”)
accepts engagements for the handling of insurance matters only if at least one of its
members is involved as an insurer. Participating co-insurers shall be joint
principals of the VHT as joint debtors (hereinafter collectively referred to as the
“Principal”), each of whom being represented by the lead underwriter in
accordance with the corresponding insurance contract under which the
policyholder or the insured, respectively, (hereinafter collectively referred to as the
“Insured”) has submitted a claim.
1.2. The Insured and its broker (hereinafter collectively referred to as the “Mandator”)
are deemed authorized by the Principal to engage the VHT on behalf and for the
account of the Principal. The VHT is not obligated to accept any such engagement.
Prior to accepting the engagement, the VHT shall first notify the lead underwriter
without delay. Unless the lead underwriter objects immediately, the engagement of
the VHT shall be deemed to have been approved. The Insured or its broker shall be
notified without undue delay by the VHT of its acceptance or refusal of an
engagement entrusted to it in said manner. Any submission of a claim to the VHT
by the Insured, respectively its broker, shall be deemed an engagement within the
meaning set forth above. The authority of the agent (Assekuradeur) of the lead
underwriters shall, notwithstanding the aforementioned provisions, continue in
accordance with existing arrangements.
1.3. NNtwithstanding the provisions set forth in Sub-clause 1.2 above, the VHT accepts
engagements directly from Principals, represented, as the case may be, by their
agents (Assekuradeur) within the scope of existing authority, with the proviso that
the subject matter of performance is in compliance with the VHT’s charter. The
VHT is not obligated to accept any engagement.
1.4. l The subject matter of the engagement shall be sufficiently specified by the
Principal or the Mandator, respectively, upon entering into the contract. If the
engagement is declared verbally, the subject matter thereof shall be reduced to
writing by the Principal in text form in a sufficiently detailed manner. Otherwise,
the VHT is entitled to confirm the subject matter of the engagement in text form to
the Principal and the Mandator in a binding manner.
1.5. Generally, the VHT performs the following services as part of an engagement:
1.5.1. Claims management, damage surveys, certification and support in recoveries;
1.5.2. Giving advice and support in cases of average, distress, salvage and collisions;
1.5.3. Inspection of vessels and other objects that may be covered under an insurance
contract for the purpose of taking charge thereof, e.g. in the event of obtaining new
1.5.4. Advice specifically in matters of transfer of vessels, resumption of their operations
and their lay-up;
1.5.5. Warranty Surveys (approvals) for towage and similar projects;
1.5.6. Obtain and evaluate quotations for repair services and assistance with calls for tenders;
1.5.7. Any other engagement that can be assumed by the VHT taking its expertise and availability into account.
1.6. The VHT strictly performs a service only, the achievement of any specific result is
not owed. This shall not apply with regard to the customary documentation to be
prepared by the VHT.
1.7. The handling of the engagement by the VHT is set forth in greater detail in the
latest version of the VHT Information Sheet. The current VHT Information Sheet
is available on the VHT’s website and shall be promptly forwarded in text form to
the Principal and the Mandator upon request. The parties agree and acknowledge
that any individual agreements under the engagement and these General Terms and
Conditions take precedence over the current VHT Information Sheet.
1.8. The VHT agrees to perform the contractual services in an unprejudiced and
impartial manner. In the course of the performance of its services, VHT shall
conduct all required customary investigations, make inquiries, perform the required
calculations, prepare records and draw up reports. The VHT is not obligated to
obtain instructions from the Principal unless measures to be taken by the VHT
would generate unusually high costs or if the VHT would initiate measures that are
considered unusual. The VHT is not subject to instructions from the Mandator.
1.9. The VHT is entitled to commission third parties on behalf and for the account of
the Principal. This shall include, but is not limited to, surveyors, experts, adjusters,
laboratories and legal advisors if and to the extent considered expedient within the
scope of the performance of the VHT’s services. The VHT is further entitled, but
not obligated, to subcontract work in its own name but for the Principal’s account.
2. Principal’s Duty to Cooperate
2.1. The Principal must forward to the VHT all information and documents required for
the performance of its services, and to reasonably support the VHT in the
performance of its services. As part of its relationship with the Insured, the
Principal must procure specifically that the Insured provides the VHT without
delay with any information, documents and technical records required by it for the
performance of its services. The Principal shall further procure that the Insured
provides the VHT access to facilities and locations to the extent deemed necessary
by the VHT for the performance of its services. Finally, the Principal shall procure
that the Insured allows the VHT to question its personnel to the extent deemed
necessary by the VHT for the performance of its services. The Principal hereby
authorizes the VHT to rely in relation to the Insured on any and all rights which the
lead underwriter derives from the insurance relationship with the Insured with
regard to providing information, the submission of documents and technical
records, access to facilities and locations and the personnel of the Insured.
2.2. The VHT shall also transmit to the Insured any and all reports provided to the Principal, unless the Principal objects thereto.
3.1. The VHT is entitled to remuneration from the Principal in accordance with the
Price and Specification of Services List in force and effect at the time of the
engagement of the VHT. The applicable version shall be made available to the
Principal immediately upon request. In addition to this, the VHT shall also be
reimbursed any expenses and costs incurred for the performance of its services,
including any travel expenses and telecommunication flat fees according to the
applicable Price and Specification of Services List. Where services provided by the
VHT are not listed in the Price and Specification of Services List, the VHT shall be
entitled to charge a fee that is customary in the market.
3.2. The VHT may request from the Principal reasonable advance payments on account
of the remuneration and the expenses and costs to be expected. The VHT has no
obligation to provide services first.
3.3. The VHT may submit intermediate accounts to a reasonable extent. Once all
services under the engagement have been performed, the VHT shall submit its final
invoice. All invoices are due and payable within thirty (30) days of receipt.
3.4. In general, all invoices shall be issued by the VHT to the lead underwriter,
indicating the statutory VAT as a separate item. However, if expressly instructed
by the lead underwriter, the VHT shall instead issue invoices in the proportionate
amounts to the co-insurers, with the statutory VAT amount shown as a separate
item, provided that the lead underwriter had provided the VHT with the full
company names, business addresses and percentage of the co-insurers in the
underlying insurance contract.
3.5. In general, the VHT shall forward its invoices to the Insured for collection from the
co-insurers. Within the scope of the insurance contract, the Principal shall require
and request the Insured to instruct its broker to collect the amounts of the VHT’s
invoices from the co-insurers.
3.6. The parties agree that the claims of the VHT shall not be deemed fulfilled in full
until the amounts of the invoices have been fully and irrevocably credited to the
VHT’s bank accounts. Any payment made to third parties shall not constitute valid
discharge of the debt unless this has been expressly agreed upon in text form in
advance. An amendment of this provision by way of a practice constantly deviating
therefrom shall be excluded.
3.7. The Principal has no right to refuse performance, retain payment or offset against a
claim unless the service performed by the VHT is obviously flawed or the
Principal has claims against the VHT acknowledged by the VHT or awarded to the
Principal by way of a final and absolute court order.
4.1. The VHT is liable for its own culpable violation of duties and those of persons
employed by it in the performance of its obligations in connection with the
performance of services that result in loss or damage to the Principal. The VHT is
not liable for the slightly negligent violation of duties by non-managerial persons
employed by it in the performance of its obligations, unless essential contractual
obligations (so-called “fundamental obligations”) have been violated, or in the
event of wrongful death, personal injury, or harmful health effects. Essential
contractual obligations are those which according to the content and the purpose of the contract were specifically agreed upon to protect the legal position of the
Principal. Furthermore, essential contractual obligations are also those the
fulfillment of which is made possible by the proper performance of the contract in
the first place, and the observance of which the Principal regularly relies on and is
entitled to rely on. Claims for damages due to the violation of such essential
contractual obligations shall be limited to the foreseeable damage that is typical of
this type of contract.
4.2. In the event that the Principal, its representative, person employed by it in the
performance of its obligations, or provider of services has contributed to the
occurrence of the damage, the extent of compensation shall be governed by the
principles on contributory negligence according to Sec. 254 German Civil Code.
Where the VHT retains the services of third parties on behalf of the Principal, the
VHT shall be liable only for the careful selection of such third party.
4.3. The VHT must maintain liability insurance covering pecuniary loss due to culpable violations of duties attributable to the VHT. Upon request of the Principal, the
VHT must provide proof at any time of the purchase and maintenance of such insurance.
5. Statute of Limitations
Claims of any kind shall be timebarred upon expiration of two years since
occurrence of the damaging event, but no later than upon expiration of two years
since the completion of the activities of the VHT in performing its services related
to the engagement. This shall not apply if a longer statutory limitation period is
mandatory, such as in cases of malice, other wilful violations of duty, or in the
event of wrongful death, personal injury, harmful health effects, or violation of
freedom, due to at least slight negligence; in such case, the statutory limitation
period shall apply.
6. Choice of Law, Arbitral Tribunal, and Severability Clause
6.1. The engagement of the VHT and the formation of the respective contract are subject to German law.
6.2. Any disputes arising from or in connection with the contract or regarding its
formation shall be subject to the Arbitration Rules of the German Maritime
Arbitration Association to the exclusion of the state courts. The place of arbitration
proceedings shall be Hamburg, the arbitration proceedings shall be conducted in
6.3. Should individual provisions of this contract be or become ineffective or voidable,
the remainder hereof shall remain effective. The ineffective provision shall be
deemed replaced by a provision matching the economic purpose of the ineffective
provision to the closest possible extent.
6.4. The present wording is a non-binding translation of the "Auftragsbedingungen" of
the VHT. Only the German wording of the "Auftragsbedingungen" shall be
binding and decisive in any respect.
Hamburg and Bremen, August 1st, 2013