Rules Class I - Protection and Indemnity (46-48)

46 Regulations and Recommendations by Directors

i

The Directors may cause the Club, in respect of such of the Members of the Club as are eligible, to become a Member of or affiliated to the General Council of British Shipping or any similar Society or Organisation and for this purpose may authorise the payment by the Club to those bodies of such subscriptions or grants as the Directors may think fit.

ii

The Directors shall also have power from time to time to pass Bye-Laws prescribing the conditions or forms of contracts of carriage either generally or for use in any particular trade or at any particular port or place. Upon the passing of any such Bye-Law, of which notice shall be sent by the Managers to all the Members concerned, it shall be deemed to be incorporated in these Rules, and every Member shall conform thereto in so far as the same may apply to the voyages performed by the ships entered by him or on his behalf in the Club, or to the trades in which they may be engaged and if any Member shall commit a breach of any Bye-Law, the Directors may reject or reduce any claim made by the Member to the extent to which it would not have arisen if he had complied with the Bye-Law, and may further impose such terms upon him as they may think fit as a condition of the continuance of the entry of the Members’ ship or ships in the Club.

iii

The Directors may also from time to time recommend the use of any particular form of contract of carriage in any particular trade. Members whose ships are engaged in such trades will endeavour to use the appropriate form of contract of carriage when the circumstances of the fixtures or engagement of such ships permit.

Note: Any recommendations made by the Directors will be found in an Appendix to the Rules.

47 Dispute Resolution, Adjudication

i

a

In the event of any difference or dispute whatsoever, between or affecting a Member and the Club and concerning the insurance afforded by the Club under these Rules or any amounts due from the Club to the Member or the Member to the Club, such difference or dispute shall in the first instance be referred to adjudication by the Directors. That adjudication shall be on the basis of documents and written submissions alone and conducted in accordance with such procedures as the Managers decide from time to time in their absolute discretion.

Notwithstanding the terms of this Rule 47 i, where it appears to the Managers that any difference or dispute between or affecting a Member and the Club has arisen, the Managers, on behalf of the Club, shall be entitled to commence either:

(i) proceedings before the High Court of Justice in London; or

(ii) arbitration in London,

in respect of such difference or dispute in accordance with sub-paragraph ii below, without prior adjudication by the Directors.

ii

If the Member wishes to challenge the decision of the Directors upon adjudication under 47 i a above, then

In the case of arbitration proceedings commenced in accordance with Rule 47 i b (ii) and 47 ii, unless the Managers otherwise agree in writing to the appointment of a sole arbitrator, the arbitration tribunal shall consist of three arbitrators, one to be appointed by each of the parties and the third by the two arbitrators so chosen.  The arbitrators shall be Queen's Counsel currently in practice at the Commercial bar in London.

Any submissions to arbitration and all the proceedings therein shall be subject to the provisions of the English Arbitration Act 1996 and the schedules thereto or any statutory modifications or re-enactment thereof.

iv

No Member shall be entitled to maintain any action, suit or other legal proceedings against the Club upon any such difference or dispute unless and until:

a

the same has been adjudicated by the Directors or, having been put before them for special consideration at a meeting of the Board, a period of four months has elapsed from that date without publication of their adjudication; and

b

if such adjudication is not accepted by the Member by notice given in accordance with Rule 47 ii b or such period has elapsed, unless and until either: 

And the sole obligation of the Club to the Member under these Rules or otherwise howsoever in respect of any disputed claim made by the Member shall be to honour the terms of either, a judgment of the High Court of Justice in London, or a London arbitration award, obtained in accordance with the provisions of this Rule.

v

In the adjudication of each difference or dispute the Directors shall have the power but not a duty to request further information or documents from the Member which request shall be complied with not later than two months from the date of receipt of that request by the Member. Where such a request is made, the period in Rule 47 iv a shall run from the expiry of the Member’s period for compliance.

vi

In any event no request for adjudication by the Member shall be made to the Directors in respect of any difference or dispute between, or matter affecting, the Member and the Club more than two years from the date when that dispute, difference or matter arose unless, prior to the expiry of this limitation period, the Managers have agreed in writing to extend the same.

vii

Nothing in this Rule 47 including paragraph i, or in any other Rule or otherwise shall preclude the Club from taking any legal action of whatsoever nature in any jurisdiction at its absolute discretion in order to pursue or enforce any of its rights whatsoever and howsoever arising including but not limited to:

a

Recovering sums it considers to be due from the Member to the Club;

b

Obtaining security for such sums; and/or

c

Enforcement of its rights of lien whether arising by law or under these Rules.

viii

These Rules and any contract of insurance between the Club and the Member shall be governed by and construed in accordance with English law.

Provided always that:

No benefit or rights are conferred or intended to be conferred, under or through the operation of the Contract (Rights of Third Parties) Act 1999 or any similar legislation.

48 Premium and Other Taxes

The Member shall pay on demand to the Club or its order the amount of any premium tax or other tax levied on or in connection with the insurance or reinsurance provided by the Club to the Member for which the Club determines it or the Member has or may become liable, and shall indemnify and hold harmless the Club in respect of any loss, damage, liability, cost or expense which the Club may incur in respect of such premium tax or other tax.