Side Clauses

The wording of most charterparties (other than in ‘agreed’ documents) is used only as a basis for negotiation and, where necessary, the printed text is altered, deleted or added to, so as to reflect the specific agreement reached. To the amended ‘main’ form will usually be added various typed additional clauses, known also as riders, or as side clauses, and peculiar to the particular business. On some occasions, an addendum or a side letter, or two, will be added to the charterparty, to record a particular clause or clauses that one or other of the contracting parties wish kept confidential from certain others who might subsequently refer to the charterparty. For example, the rate of freight or hire may be treated in a confidential manner, with the main charterparty clause referring only to a rate/hire ‘as agreed’, the actual figure decided upon appearing only in a detachable addendum or side letter to the charterparty. Thus port agents, etc. would be unaware of the rate of freight/hire agreed upon, since they would need only the main charterparty and rider clauses to perform their functions satisfactorily. Occasionally, additional agreement(s) will need to be made subsequent to the fixture and the drawing-up of the charterparty, and these subsequent agreements are normally recorded in additional addenda. It is good practice to refer to the number of any additional clauses at the foot of the main charterparty form, with such wording, for example, as ‘additional clauses 29 to 55 inclusive, as attached, are deemed part of and are incorporated into this charterparty’. Such is not necessarily the case with addenda, however, and it may not be apparent to those reading the main charterparty and additional clauses that other agreement has been reached. If addenda are drawn up, though, they should for good order’s sake be accorded a reference number in numerical sequence – i.e. Addendum No. 1, 2, etc.