Contract analysis

I. Issue This memorandum analyzes whether Thalassa Shipping & Logistics SA ("TSL") has contractual and/or statutory indemnification claims against Peloros Customs Agency S.A. ("Peloros") arising from customs classification errors in the forty-seven (47) Single Administrative Documents ("SADs") filed by Peloros on TSL's behalf with the Greek Independent Authority for Public Revenue (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, "A

II. Factual Background A. Peloros's Role and Engagement Peloros Customs Agency Société Anonyme (EORI: GR801234567000) is a Greek joint-stock company (Ανώνυμη Εταιρεία, or "A.E.") engaged in the business of customs brokerage and clearance services. Peloros maintains its principal office at 31 Akti Poseidonos, 185 31 Piraeus, Greece, in the commercial district adjacent to the Port of Piraeus. The firm's designated resp

III. Contractual Indemnification Under the CBA A. CBA Article 9.1 — Indemnification Obligation

Article 9.1 of the CBA establishes Peloros's indemnification obligation to TSL. The full text of Article 9.1 is as follows: > "The Broker shall indemnify and hold harmless the Client against any losses, damages, penalties, interest, costs, and expenses (including reasonable attorneys' fees) arising from or attributable to the Broker's negligent or erroneous performance of customs clearance services, including but not

Article 9.3 of the CBA establishes a limitation on Peloros's total aggregate liability under the agreement. The full text of Article 9.3 is as follows: > "The Broker's total aggregate liability under this Agreement shall not exceed the greater of (a) three (3) times the total brokerage fees paid by the Client to the Broker during the twelve (12) months preceding the date of the claim, or (b) €500,000." Calculation of

IV. Statutory Liability Under Greek Law A. Presidential Decree 67/2000 — Licensed Customs Broker Obligations Presidential Decree 67/2000 (Προεδρικό Διάταγμα 67/2000) governs the licensing, professional conduct, and obligations of customs brokers (εκτελωνιστές) in Greece. It establishes a comprehensive regulatory framework for the customs brokerage profession, including requirements for professional competence, licens

Article 14 of Presidential Decree 67/2000 imposes upon licensed customs brokers a statutory duty to ensure the accuracy of customs declarations filed on behalf of their clients. This responsibility is not merely administrative; it reflects the broker's role as a professional intermediary between the importer and the customs authorities, and the reliance that both parties place on the broker's specialized expertise. T

Article 914 of the Greek Civil Code establishes the foundational principle of tort liability in Greek law: > "Whoever, by an unlawful and culpable act, causes damage to another is obliged to compensate that person."

Article 330 of the Greek Civil Code establishes the standard of care applicable to professionals: A professional is held to the standard of care expected of a person exercising the same profession. In the case of a licensed customs broker, this means the standard of a reasonably competent and diligent customs broker exercising the same profession under similar circumstances. Applying these provisions to the present f

V. Limitation Periods The limitation periods applicable to TSL's claims against Peloros differ depending on whether the claim is based on the CBA (contractual) or on statute/tort. Both must be carefully analyzed to ensure that TSL's claims are preserved. A. Contractual Limitation Period

Article 12.2 of the CBA provides for a shortened limitation period: > A two-year limitation period from the date of the act giving rise to the claim. The interpretation of "the date of the act giving rise to the claim" is potentially ambiguous and could be construed in several ways: (a) Date of each SAD filing: Under this interpretation, the "act giving rise to the claim" is each individual SAD filing by Peloros. The

VI. Interaction Between Classification and Valuation Claims The contractual indemnification claim against Peloros is principally grounded in the classification dispute arising from AADE Assessment Notice ADAN/2022/0073, which involves the reclassification of twenty units of equipment (twelve STS gantry cranes and eight ASC systems) from heading 8426 to heading 8428, resulting in additional duties of €1,478,400. The v

VII. Practical Considerations A. Peloros's Financial Capacity A critical practical consideration in assessing the value of any indemnification claim is the defendant's ability to satisfy a judgment or settlement. Peloros Customs Agency S.A. is a small customs brokerage firm operating from a single office in Piraeus. It is not a large, well-capitalized enterprise. We do not currently have access to Peloros's financial

1. Contributory negligence / information failure: Peloros may argue that TSL failed to provide complete or accurate information regarding the imported goods, thereby failing to satisfy condition (i) of Article 9.1. Peloros might contend that TSL's own procurement team influenced the classification selection through informal communications, or that TSL withheld material information (such as the Technology License Agre

2. Industry practice: Peloros may argue that CN 8426 41 00 was a commonly used classification for this type of equipment among Greek customs brokers, and that its selection reflected standard industry practice rather than individual negligence. This argument would need to be evaluated based on evidence of actual industry practice (e.g., how other Greek customs brokers have classified similar equipment). If the classi

3. The classification is correct (heading 8426): Peloros may argue that TSL's original classification under heading 8426 is, in fact, correct — which is, notably, the same position that TSL itself is advancing in its defense against AADE. If heading 8426 is the correct heading, then there is no classification "error" attributable to Peloros, and the indemnification claim has no basis (at least with respect to the hea

4. Contractual cap: Peloros will invoke the €561,000 liability cap under CBA Article 9.3 to limit its maximum contractual liability. This defense is straightforward and likely to succeed as applied to the contractual indemnification claim (though it may not bar statutory/tort claims, as discussed in Section IV above).

5. Limitation period: Peloros may argue that claims relating to the earliest customs entries (those filed in 2019 and early 2020) are time-barred under the two-year contractual limitation period in CBA Article 12.2, applying interpretation (a) discussed in Section V.A above (i.e., running the limitation period from the date of each SAD filing rather than from the date of the AADE assessment). As discussed, this inter

VIII. Recommendations Based on the analysis set forth above, the following recommendations are made for TSL's consideration and immediate action: