Free translation : in case of dispute only the French text to apply.
The present By-Laws have been approved by the Extraordinary General Meeting held on 18th March 1992 modified on 25th May 2004, on 8th March 2016 and on 23th March 2019.
CONSTITUTION - HEAD OFFICE - DURATION
In accordance with the provisions of the law dated 21st March 1884, modified by law dated 28th October 1982 (Livre IV Code du Travail) a Syndicate is formed under the following name :
" CHAMBRE SYNDICALE DES COURTIERS D'AFFRETEMENT MARITIME ET DE VENTE DE NAVIRES DE FRANCE "
hereafter referred to as the " Chambre Syndicale ".
The Chambre Syndicale has its head office in Paris, 43-45, rue de Naples. This may be transferred to any other place by decision of the Board.
Its duration is not limited.
OBJECT OF THE CHAMBRE SYNDICALE
The object of the Chambre Syndicale is to,
a) Defend the general interests of its members.
b) Study jointly, economic, commercial, legal, administrative or financial matters interesting the Profession.
c) Take all measures capable of promoting the development of the profession, and generally the intervention of French Firms in the field of national and international maritime economy.
d) The creation, organisation, and working of any service of general or professional interest.
e) Exercise generally all the rights and prerogatives provided for in the legislative texts concerning professional syndicates, in force and to come.
The Chambre Syndicale strictly excludes from its object, any political or denominational activity.
NATURE OF THE ACTIVITY OF THE MARITIME CHARTERING
AND SALE AND PURCHASE BROKER
The maritime chartering, sale and purchase, or shipbuilding broker, usually described, as the case may be, as chartering broker or sale and purchase broker, and hereafter described by the abreviation "the broker", is someone who, as an individual person or as a legal entity and acting at the request of one or both of the two contracting parties, has for usual and main activity (except as in the case provided for in Article IV, last paragraph hereunder) to intervene in the negociation and the conclusion of chartering, sale and purchase or shipbuilding contracts, for vessels and any floating equipment, as well as for the supply of fuel or other products to vessels, and to afford all his assistance in order to enable his Principals to supervise the performance of said contracts.
Because of the nature of his duties, the broker must work in an orderly manner and his respectability must be recognised and undisputed ; he must strictly respect in all circumstances the usages and customs of the national and international shipping business. See also the internal rules and Code of Conduct attached to the present By-Laws.
FULL MEMBERS AND ASSOCIATE MEMBERS
May become members of the Chambre Syndicale, provided they comply with the conditions laid down in Article VII hereunder, Firms (Individuals or Legal Entities) who abide by the present By-Laws and who are active as brokers in chartering, sale and purchase or shipbuilding, for vessels and any other floating equipment as under Article III above, and of whom such business constitutes the sole activity or one of their activities, and who exercise it in metropolitan France.
The Firms (Individual or Legal Entities) whose one or more activities comply with the provisions of Article III above and who exercise them in the Overseas Departments or Territories, may avail themselves of the services rendered by the Chambre Syndicale. These Firms as such are considered " Associate Members" and must refund any expenses for services rendered, on a lumpsum basis, the amount of which may vary according to the Departments or Territories, and is fixed annually by the Board.
Notwithstanding the definition under Article III above, and subject to the conditions of admission provided for in the present By-Laws being respected, shipping professionals exercising the business of broker although this activity does not constitute strictly speaking their main occupation, may also apply for membership of the Chambre Syndicale.
CONDITIONS OF ADMISSION
I - The individuals or legal entities wishing to join the Chambre Syndicale or to become associate members are under the obligation of filing their request for admission in writing, supported by two proposers members of the Chambre Syndicale, and justifying :
1) their professional knowledge and their activity as chartering, sale and purchase, shipbuilding or fuel supply broker.
2) their respectability and the possession of their civil rights.
3) the reference in the Articles of the company and in the declaration for company registration, to the activity of chartering, sale and purchase, shipbuilding or fuel supply broker.
4) their residence in Metropolitan France (or for associate members, in one or the other of the Overseas Departments or Territories) ;
5) the adequacy of their means of action.
II - In his application the candidate must bind himself formally to :
1) respect all the rules and professional disciplines stipulated in the By-Laws;
2) to abide by the awards the disciplinary commission provided for in Article IXI hereafter, may make against him.
3) to exhibit on his letter-paper all distinctive signs chosen by the Chambre Syndicale ;
4) to refrain from disclosing any information regarding the proceedings of the Chambre Syndicale.
5) to contract and maintain an adequate Third-Party Liability insurance policy with an Insurance company or a Mutual insurance club, of international reputation, in order to cover his professional liability ; and to be able to evidence its existence upon simple request.
III - The application must also state :
A - as regards individuals or " firms " of individuals :
1) names and nationality of the responsible proprietors, Managers, and Proxies holding authority to commit their firm in respect to third parties;
2) for each of these persons, the date and commencement of their professional activity in France as well as abroad, and all references concerning their previous positions ;
3) the names and nationality of the persons empowered to represent the firm, and in consequence to commit it within the Chambre Syndicale.
B - as regards legal entities
In addition to information referred to under 2 and 3 in previous paragraph,
4) the names, address and nationality of the Chairman, General Manager or Manager of the legal entity, its style, legal form, capital and, where applicable, its registration numbers at the Registry of Commerce and the National Institute of Statistics (INSEE). A draft of the Firm's Articles is to be attached and the applicant must undertake to advise the Chambre Syndicale of any alterations which may be made subsequently, to those Articles.
IV - Decisions for admission.
The applications for admission are examined by two members of the Board, appointed investigators by their colleagues, for each case. The investigators to observe the behaviour of the firm until its admission to the Chambre Syndicale.
The admission is declared on a proposal of the Board by the first ordinary annual general meeting of the members of the Chambre Syndicale, to be held before expiry of a period of 12 months from the date of the appointment of the investigators.
RESIGNATIONS - EXCLUSIONS
1) Any member may withdraw from the Chambre Syndicale at any time after payment of any amounts due by him.
Those firms whose activity has been modified so as to lose the character of broker as described in Article III, cannot remain members of the Chambre Syndicale.
2) May be excluded from membership of the Chambre Syndicale :
a) Those members who, after having been called to order, refuse to abide by the rules and Code of Conduct and/or the By-Laws including the non payment of their subscription or of the calls decided by a General Meeting.
b) The individuals who have been subject to a court sentence depriving them of their civil rights, or the legal entities, the representative(s) of which have been subject to such a sentence.
c) Members having lacked commercial loyalty.
d) Members who, penalised by the disciplinary commission, may have infringed the rules of good confraternity, by taking on in a disloyal manner, the qualified assistant of another member of the Chambre Syndicale.
e) Members who have gone bankrupt and have not been discharged.
When a situation liable to lead to the exclusion of a member is brought to the president's knowledge, the president proceeds with an inquiry. He summons the member in question at least eight days in advance by registered letter and invites his explanations.
The case is then submitted to the Board and if need be placed before the disciplinary commission for decision.
3) Members who have resigned or who have been struck off the list of members
The Members of the Chambre Syndicale meet within ordinary and/or extraordinary general meetings whenever they deem it useful to their interests, at the Head Office or at such place as indicated in the notices.
A) Notices of meetings - Agenda.
The date and place of meetings are decided by the Board of directors. The notices are sent at least twenty days beforehand to each member of the Chambre Syndicale and contain the agenda.
The ordinary annual general meeting takes place during the first three months of the year.
Any member may obtain the inclusion in the agenda of certain questions subject to advising the president at least 30 days beforehand so that they may be taken into account when drawing up the agenda.
B) Powers of the peetings
The general peeting deliberates :
1 )As ORDINARY General Meeting, on the administrative acts such as appointment of members of the Board of directors and all other representations, delegations of powers, fixing of subscription rates, quotas, approval of the annual report giving the account of the activity of the Chambre Syndicale, of the action and decisions taken by the Board, approval of the financial report and accounts for the financial year ended, the budget plans and acceptance of applications for membership, decisions for exclusions, adoption of all resolutions and all advices interesting the activity of the Chambre Syndicale.
2) As EXTRAORDINARY general meeting, to decide upon the alterations of the By-Laws, contracting of loans, acceptance of legacies and donations, the acquiring or disposing of property, change in name, dissolution of the Chambre Syndicale, transmission of its possessions.
ADMINISTRATION AND MANAGEMENT
I - Board of Directors
1)The Chambre Syndicale is administrated by a Board of directors composed of six members at least and nine at the most.
2) Quality of the members of the Board of directors
They are chosen from duly accredited delegates to the Chambre Syndicale according to article VII-A-3 above and are appointed individually.
The must have attained their majority, be in possession of their civil rights, and not have been sentenced to any of the convictions provided for in Articles L.5. and L.6 of the Electoral Code, according to Article L. 411-4 of the Code of Work.
The duties of member of the Board of Directors are benevolent and do not entail any pecuniary responsibility.
3) Board of directors election
The directors are elected by an ordinary general meeting for a 3 year term after which a new election is being held through another ordinary general meeting.
For the purpose of calculating the duration, it is understood that a year corresponds to the period comprised between two consecutive yearly ordinary general meetings.
Applications by new members must be made by letter or email ten clear days before the General Meeting which is to proceed with the appointments of directors. The General Meeting may if necessary invite new applications.
The list of candidates will be communicated to the members latest three days prior the ordinary general meeting is being held to elect the directors and renew the board.
Each member of the chambre syndicale will be allowed to propose upto two candidates for the seat of director during the renewal of the board of directors.
It is reminded herewith that each member of the chambre syndicale has only one vote during the general meetings.
The directors are elected by secret ballot during the general meeting and after a call for candidates to apply.
The ballot papers prepared in advance by the chambre syndicale and bearing the names of the candidates will have to be marked compulsorily by the voting delegates with a minimum of six candidates and a maximum of nine or the number of candidates if this number is less than nine. the vote will be considered null and void if this provision is not fulfilled.
The first but maximum nine candidates having the most votes will be considered as elected.
In case one or more candidates have the same number of votes a second round of elections will be held immediately,always by secret ballot between the candidates having obtained an equal number of votes.
During this second round of elections in order to be valid, the ballot papers will have to be compulsorily marked by the voting delegates for the exact number of vacancies.
The Board may replace any members deceased or retired, by co-option, but the appointment of new Members is subject to ratification by the next ordinary general meeting.
A Director appointed in place of another whose term of office has not yet expired, remains in office only during the time left of his predessor's term of office.
4) The Board
At the end of the ordinary general meeting during which the board of directors has been elected for a three year period, the said board will proceed to the election, by secret ballot and by simple majority of the votes, of a bureau comprising a president, two or three vice presidents and a treasurer for the duration of their current term as director.
Every director is eligible to each of the functions in the bureau but nobody will be allowed to hold more that two consecutive mandates as president.
II) Powers of the Board
1) The Board has the most extensive powers for the administration of the Chambre Syndicale. It appoints and dismisses all agents and senior employees, determines their duties and powers, and fixes their salary.
The Board may also call upon, to act in the capacity of advisor, any competent outside person of whom it fixes the fees if any.
2) The Board may, if it deems advisable, delegate all or part of its powers to the President or to any other of its Members.
3) The Board is authorised to respond to requests for conciliation and consultation addressed to the Chambre Syndicale as provided for in the law dated 25th February 1927 (article 17) concerning all disputes and all matters pertaining to its professional speciality.
In contentious matters the opinions expressed by the Board in the name of the Chambre Syndicale, are at the disposal of the parties who may acquaint themselves with them and obtain copy at the Head Office.
The Secretariat keeps a special record of the requests and of the replies made thereto.
4) The Board may at any time create within the Chambre Syndicale, training courses, working groups, specialised sections, etc.
law dated 25th February 1927 (article 17) concerning all disputes and all matters pertaining to its professional speciality.
It is also empowered to sign, under conditions provided for in Article 15 of the law dated 25th February 1927, contracts or conventions with all other syndicates, with a view, inter alia, of facilitating its administrative task by joint liaison.
5) The Board may accept all survey or working missions which the Authorities may propose to entrust it with including being delegated by them to effect any control, apply any visa, etc.
The Board may accept, from any public authority or private entity, the task of distributing any chartering, sale and purchase or shipbuilding orders, taking nevertheless due account of the legitimate interests of the sworn shipbrokers in the ports and in close liaison with their syndical organisation. If necessary the Boards of the two bodies shall consider the constitution of a common distribution organisation.
The commitments subscribed by the Board in this connection, are immediately made known to the next General Meeting specially convened to this effect, if necessary.
6) Whenever necessary, the Board is authorised under the conditions of Article 13 & 16 of the law dated 25th February 1927 :
- to circularise free of charge to the members of the Chambre Syndicale, the offers of and requests for employment which are put before it,
- to purchase or to have printed or reprinted, all documents necessary for the exercise of the profession (charter-parties, etc.), in order to hold them at the disposal of the members of the Chambre Syndicale at cost price.
7) All decisions of the Board are made at the majority of votes, the president having a casting vote.
III - President
1) The president is entrusted with the application of the By-Laws and decisions taken both within the Board and at general meetings ; he has the right of initiative in case of urgency measures to be taken and for all notices of Meetings.
2) The president is qualified to sue before the courts and represent the Chambre Syndicale before all jurisdictions.
3) Lastly, the president takes the chair at all meetings. If prevented, he is replaced by one of the vice-presidents or by a director appointed by the meeting, or else by the Treasurer.
4)The president has the latitude to attend all meetings of any commission or committee in existence or initiated by the Board of directors, with consultative voice only when he is not, by right, a member thereof.
5) The president will be not allowed to hold more than two consecutive mandates.
A disciplinary commission is instituted as stated hereunder ; it constitutes a statutory organ of the Chambre Syndicale in the similar rights as the Board of directors and the president of the Board of directors.
In consideration of the commitments subscribed to by the members of the Chambre Syndicale on their admission, it is essential that any infringement of its rules and of the obligations of the profession, be referred to the disciplinary dommission for punitive sanction if required.
Such infringements or breaches of discipline whether observed directly by the president or by the Board, or having been the object of a complaint from a member of the Chambre Syndicale, or even whether brought to the notice of the President by the Authorities, a person or an organism outside the Chambre Syndicale, give rise immediately to the constitution of a case.
After a summary inquiry, the president of the Chambre Syndicale, or should the dresident be involved in any way in the case, a member of the Board of directors appointed by the Board, and provided he be not involved in the case in question nor a member of the disciplinary commission, summons the person concerned, places before him the facts which are reproached to him and collects his remarks and explanations. If necessary he allows him up to fifteen days to collect his documentation.
At the end of this inquiry and within the next five days, the president or his substitute, with due approval of the Board of directors, decides whether or not the case requires being pursued further.
- in the first case the file is immediately placed before the disciplinary commission duly constituted as indicated hereunder ;
- in the second case the matter is filed.
In both cases the decision taken by the president or his substitute, is notified to the person in question. If there has been a complaint, the plaintiff is also advised.
The disciplinary commission is composed of five members appointed for three years by the Board of directors.
Substitutes amounting to three, shall also and under the same conditions as the titular members, be appointed to take the place of any titular member unable to take part as provided for in the following paragraph or for any other reason, in the deliberations and decisions of the Commission. The appointment of a substitute to be called upon to take the place of a titular member prevented from participating, shall be made by a draw held during a meeting of the Disciplinary Commission.
No member of the disciplinary commission involved in the case submitted to its appreciation, can validly take part in the deliberations and decisions of the Disciplinary Commission.
Immediately after its first meeting, the disciplinary commission appoints amongst its members, the one who will chair the proceedings.
The secretariat of the disciplinary commission is in the hands of the Secretary General of the Chambre Syndicale.
The disciplinary commission thus constituted has full powers to :
- summon in writing with five days notice, the person concerned and hear his explanations,
- summon the plaintiff and collect any extra particulars which may be required,
- give receipt for documents which the person concerned, the plaintiff, and/or any other person may deposit in its custody,
- consult, if necessary, any person, member of the Chambre Syndicale or not, whose advice may throw light on the legal, technical and/or other aspects of the case,
- proceed with all confrontations as well as all conciliations justified by the interests of the profession and of the Chambre Syndicale.
The disciplinary commission fixes the dates of its meetings and conducts, as quickly as possible, the inquiry into the dispute which has been submitted to it. Except when materially impossible, in which case due advice must be given to the president of the Chambre Syndicale, or to his substitute, the award of the disciplinary commission must be rendered within maximum two months of reception of the documents of the case.
The summons to the person concerned must mention the facts retained against him and the sanction which is proposed.
The person in question may be assisted by another member of the Chambre Syndicale and/or by counsel of his choice.
He shall have right of access to the documents, decisions, deliberations and consultations submitted to the disciplinary commission's appreciation, fifteen days prior to the meeting date.
The summons issued to the person concerned must be recorded in the minutes of the Disciplinary Commission's meeting.
The sanctions at the disposal of the disciplinary commission are :
- verbal warning,
- written reprimand,
- written blame,
- suspension for a specified period,
- striking off the membership list of the Chambre Syndicale.
Each of these sanctions may be coupled with a fine, the level of which is left to the sole appreciation of the commission.
Furthermore, the publicity to be given, within the scope of the profession, to the sanction decided upon, is left to the initiative of the commission and must appear in the award.
The act for a member of the Chambre Syndicale of having wrongly accused another member, constitutes a breach which in principle must be sanctioned. The decision is within the competence of the disciplinary commission.
The decision of the disciplinary commission is notified by the president of the Chambre Syndicale or his substitute, to the person concerned summoned to the Head Office in the presence of the Chairman and the Members of the Disciplinary Commission. It is enforceable immediately, unless otherwise provided for by the disciplinary commission in its award. The benefit of a remission of sentence may be afforded under the same conditions.
The person concerned who, duly summoned, does not appear, cannot thereby suspend the action initiated against him. The inquiry then continues and the sanction, if any, is pronounced by default. Its notification is made in writing, by registered letter with acknowledgement, and not verbally as stated in the paragraph " notification " above. The sanction becomes definite and enforceable.
Anything related to the discipline provided for in the By-Laws, to the observance of the professional obligations, and those of good confraternity, may be submitted by the Board of the Chambre Syndicale for consideration, by the disciplinary commission. The cases for exclusion when any arise, are submitted by the disciplinary commission for decision as provided for in Article VI above.
MEANS OF THE SYNDICATE - SUBSCRIPTIONS
The means of the syndicate consist of :
1) an annual subscription to be fixed each year by the annual general meeting ;
2) an exceptional contribution destined to meet the ordinary or extraordinary expenses put on the agenda of a general meeting and ratified by a vote.
Subscriptions and exceptional contribution are payable during the month which follows the meeting during which they were voted.
Any new admission entails the full payment of all calls concerning the current period.
3) All donations, legacies of personal or real estate which may be made in its favour.
Donations and legacies are subject to the acceptance of the general meeting deliberating as provided for in article VII .B.2.
4) The interest and proceeds from investments and from amounts deposited in the Bank by the Chambre Syndicale.
The funds are used to cover the running expenses of the Chambre Syndicale and all expenditure made in the general interest and decided by a general meeting (ordinary or extraordinary as the case may be), regularly constituted.
ALTERATION OF BY-LAWS
The present Articles can only be altered by an extraordinary general meeting, deliberating in the form provided for in Article VII. B.2 on proposal by the president or on written request by ten members of the Chambre Syndicale.
In case of voluntary dissolution or, according to the By-Laws or decided by Court, the property of the Chambre Syndicale will be devolved according to the decision which would be taken in this respect by the extraordinary general meeting of members, within the scope of the legal dispositions in force.
RULES AND CODE OF CONDUCT
The present Rules and Code of Conduct have been approved by the extraordinary general meeting held on March 18th 1992 and modified by the ordinary general meeting held on March 28th 2001.
1. DUTIES OF THE BROKER
1) The broker is an intermediary whose main function is to bring into contact people wishing to contract with one another. He does not treat the business himself and does not represent his principal. He limits his action to bringing together the two parties to a chartering or sale and purchase contract in order to lead them to contract together should the case arise.
He may furthermore act as a mandatory for his principal, in which case he no longer acts as a broker but by virtue of a distinct mission, compatible however with his quality of broker in the same business. In such cases he combines the two distinct functions of broker and mandatary.
2) The broker always acts, either directly or through another French or foreign broker, at the request of one or of both contracting parties.
3) The mission of the broker can be preliminary or not, written or verbal, exclusive or not, permanent or occasional ; it may cover all his principal's business or only a particular item of it, its conditions may be stipulated and for a fixed period or be without any restriction attached to it.
4) Negociations may follow any form. However the mutual agreement of the parties must be recorded in writing. The broker transmits the offers and replies of the parties and endeavours to bring their point of view nearer. He records and recapitulates the points agreed upon.
When the contract is considered concluded, the charterparty or any other equivalent document is drawn up by the parties or one of the brokers under dictation by the parties, the broker acting, in such a case, as a clerk who records their declarations.
a) Charter parties and other chartering contracts or product supply contracts :
When the parties do not wish to draft the contract themselves, this task goes to the broker acting for the charterer or the buyer. This broker retains the original document signed by the contracting parties, or if not, by the broker duly commissioned in writing, and he delivers the necessary copies.
b) The same applies to sale and purchase or shipbuilding contracts :
The originals of these contracts, - agreements, bills of sale for second-hand ships as well as shipbuilding contracts, - are signed by each of the contracting parties.
5) The commissions due to the brokers are payable according to the terms of the contract and cannot be withheld by one of the parties pending the closing of the accounts or possibly the settlement of a dispute in which the broker’s responsibility is involved.
6) The broker is not responsible for the fulfilment of the contracts in the negociation of which he has acted as intermediary or even of the contracts he has concluded in the capacity of mandatary, but he remains responsible for the professional faults committed in the execution of his mission of broker or in that of his mandate when he also acts moreover as mandatary.
It is thus up to him, each time he is invited by his principal to do so, to accomplish in the latter's name, any legal formality linked with the business transacted, and he will then act as a mandatary.
7) It is not within the duties, such as defined by the present Articles, of a broker or someone in his service, to give his guarantee for the due fulfilment of the contract for the conclusion of which he has brought the parties together or possibly he has negociated by virtue of a mandatary contract distinct from his broker's mission.
8) Unless otherwise agreed by the parties the broker remains throughout the performance of the contract their normal intermediary for all communications they need to entertain in view of the fulfilment of the contract.
9) The broker may be called upon, at the request of one and/or the other party, to effect some extra work (such as research, study or valuation work, etc.) which may be subject to special remuneration.
10) The broker may also, accessorily, represent any shipping, industrial or commercial firms, French or foreign.
11) The function of arbitrator or expert is not incompatible with the profession of broker.
2. THE BROKER'S OBLIGATIONS
The broker is under the obligation,
1) to always act at the request of one or both contracting parties, either directly or through another French or foreign broker ;
2) to take care to avoid any erroneous presentation of the facts and to be guided by the principles of honesty and loyalty, especially by specifying whether to the best of his knowledge there are restrictions attached to the availability of the vessel or of the cargo ;
3) to assure, to the best of his means, that his clients are informed of all governmental instructions brought to this knowledge or of all essential advices relating to safety possibly available in proper time ;
4) never to avail himself of, or use, an authority unless he really holds it, nor modify the conditions of an authority without the agreement of the party concerned ;
5) of keeping himself informed as far as possible, as to the morality and solvability of the parties he brings into contract, and to inform them respectively, will all due discretion, as to the quality of the other contracting party ;
6) to avoid any risk of misunderstanding with a correspondent concerning a verbal offer by confirming it in writing as soon as possible ;
7) to dispute immediately and through the fastest means any written confirmation of a verbal offer or telephone offer which evidences that it has been badly or wrongly understood ;
8) never to accept that a transaction be confirmed only verbally and to take care that this is done in writing ;
9) to always care about the proper drafting of contracts, without omission, unclearness nor contradiction in the wording ;
10) to contribute to the prosperity of the local industry and maritime commerce, especially by encouraging local charterers to sell CIF or to buy FOB ;
11) to respect scrupulously the secret attached to the profession ;
12) not to intervene in the negociation of a ship or cargo, if he is directly or indirectly interested as charterer or owner, or in any way as contracting party, without having previously advised the parties concerned ;
13) to observe the rules of good confraternity in respect of his colleagues and to develop as far as possible, the atmosphere of confidence and the spirit of cooperation essential to the development of the local shipping market . These rules exclude notably any approach towards the clients based on criticisme of the means or of the results of the fellow-members.
III - SUNDRY DISPOSITION
1) When brought to sign a contract fixed through his medium with the authority of one of the parties, the broker, acting as an intermediary, must compulsorily insert after his signature the words “ as broker only, not responsible for the performance of the present contract “.
2) Charterparty copies delivered by him must bear the indication “ copy “.
3) Type-written clauses and additions take precedence over printed clauses. The number of additional clauses must be mentioned in the charter-party.
4) All additions must be established as indicated above for original charterparty and copies, and must be referred to on the printed charter.
5) Restrictions, details and standing conditions :
a). the restriction “ subject stem “ may only be applied to the agreement of the shippers or suppliers to make available a cargo for given dates, excluding any other interpretation. In case the stem is not granted under the conditions requested, no other ship may be retained by the charterers before the vessel initially chartered “subject stem” has been given in priority, the choice of accepting the modified dates &/or quantity, to the extent of them being reasonably near to those stipulated initially.
b) the restriction “subject free “ (or “subject open “ or “ subject unfixed “) can only apply in a case where a ship or a cargo is already under offer, once only, for a limited time. The offer “subject free” must be made with the same time-limit. No extension may be granted, no other negociation may be initiated, as long as the time-limit has not expired or as long as the two offers have not been replied to.
c) The ” details” of a fixture may in certain cases refer to a great number of type-written clauses annexed to the printed form of the charterparty, or to alterations in the printed text of the charterpary. If a fixture is confirmed “subject details” or “ subject approval of details” or “subject arranging details” , such negociation about “details” may only be broken off if one of the parties repeats its refusal to accept a term or its modification demanded by the other party.
The negociation about details of a fixture, which commands the perfect agreement of the parties according to international practice, cannot serve as an excuse for breaking off negociations for any other reason.
d) Any other “subject” or standing condition must be clearly stipulated and delimited, and must be properly justified should the need eventually arise.
6) The Chambre Syndicale has laid down a practice of the profession that, within its duty to protect the general interests of its members, it may give the support of its authority before any Courts to a Member whose liability will have been involved.
7) From the social point of view, the broker has the duty :
a) to help by all possible means the training and professional development of the staff he employs ;
b) to facilitate the creation and working of the security and pension schemes to which his staff may be led to contribute.
IV - MODIFICATION OF THE INTERNAL RULES AND CODE OF CONDUCT
The present internal rules as well as the Code of Conduct can be modified, upon proposal from the Board of Directors, by an ordinary General Meeting deliberating in accordance with article VII. B.1. of the By-Laws.
V - DISCIPLINE
Any breach of the present internal rules and Code of Conduct will be handed over to the discipline Committee (Art. IX from the By-Laws) for sanctions if any.