Notices Clause

What it does

A general notices clause sets out how formal communications required or permitted under the contract must be given, including the acceptable methods, the addresses or contacts to be used, and the time at which a notice is treated as having been received. It applies to the contractual notices the parties may need to serve, as distinct from routine operational messages.

The purpose is to make the giving of notices certain, so that a communication on which rights may depend takes effect reliably and at a known time. By defining the methods and the deemed-receipt rules, the clause avoids disputes about whether and when a notice was validly given, which can matter where a deadline or a right turns on the notice.

Commercial effect

Because rights and time limits can depend on notices, the clause has practical importance out of proportion to its boilerplate appearance. A notice given by the wrong method or to the wrong address might be ineffective, so the clause protects a party relying on a notice and tells the receiving party where to expect important communications, reducing the risk that a critical notice misfires.

The deemed-receipt rules are particularly significant where a notice triggers a deadline, since they fix when time starts to run. The clause interacts with every provision that depends on notice, and it is read with the law and arbitration and interpretation provisions, which together govern how the contract operates and is enforced.

Owner's perspective

The owner wants the notices clause to make its own notices effective and to tell it where and how to expect notices from the charterer, so that communications on which its rights depend are given and received reliably. It values certainty about the methods and the deemed-receipt timing, particularly where a notice affects a deadline or a right.

The owner wants the permitted methods to be practical and modern, and the addresses kept current, so that a notice cannot fail on a technicality. It treats the clause as supporting the reliable operation of the contract and negotiates it so that the mechanics of serving and receiving notices are clear and workable for the communications it is likely to need.

Charterer's perspective

The charterer likewise wants its notices to be effective and to know where and how the owner's notices will arrive, so that it is not caught out by a communication served in a way it did not expect. It values clear methods and deemed-receipt rules, especially where a notice starts a time limit affecting its position.

The charterer wants the contact details kept up to date and the permitted methods sensible, so that notices are not missed and cannot fail on a formality. It treats the clause as part of the machinery that keeps the contract working and negotiates it so that serving and receiving notices is straightforward and certain for both sides.

Negotiation points

• The permitted methods for giving formal notices.
• The addresses or contacts to be used and keeping them current.
• When a notice is deemed received, especially across time zones.
• The relationship with provisions whose rights or deadlines depend on notice.

Common variations

• A clause listing acceptable methods such as email and other written means.
• A provision setting deemed-receipt times for notices.
• A clause requiring notices to be sent to specified addresses or contacts.
• A general notices article grouped with the other boilerplate provisions.