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ZLChina
ZLChina

标准交易条款

标准交易条款

ZIM - Standard Trading Conditions

 

Article 1 Definition and interpretation

  • “Company” means ZIM Logistics (China) Co. Ltd. and its subsidiaries and affiliates. The Company shall be entitled to perform any of its Services or exercise any of its powers or discretions hereunder by itself or its parent, subsidiary or associated companies. In the absence of agreement to the contrary any contract to which these Conditions may apply is made by the Company on its own behalf and also as agent for and on behalf of any such parent, subsidiary or associated company and any such company shall be entitled to the benefit of these Conditions.
  • “Customer” means the person for whom, for whose benefit, or at whose request, Company directly or indirectly renders services who concludes the multimodal transport contract with Company, including all of the person’s agents, contractors, and/or other representatives, including shippers, importers, exporters, notify parties, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, holders and assignees of Transport Documents, Storage Documents or other commercial documents, and other similar parties. Customer shall give copies of these Terms and Conditions to all such Persons.
  • “Person” includes an individual, trust, estate, partnership, association, business or nonprofit organization, Governmental Unit, or other legal entity.
  • “Conditions” means the entire undertakings, terms, conditions, and clauses embodied herein and includes the Company's Standard Trading Conditions, terms and conditions printed on the Company's form of transport document (including but not limited to the Company's house bill of lading), and all the amendments hereof.
  • “Third Party” includes each of the following, by whomever chosen or compensated: carrier, truckman, cartman, lighterman, forwarder, ocean transportation intermediary, ocean freight forwarder, non-vessel-operating carrier, customs broker, agent, warehouseman, and each other Person to whom goods are entrusted for transportation, carriage, cartage, drayage, handling, delivery, storage, distribution, clearance, entry, or other service or activity.
  • “Transport Document” means a bill of lading, waybill, forwarder’s cargo receipt, contract of carriage, or other document issued by Company evidencing the receipt of goods for carriage.
  • “Merchant” or “Owner” means jointly and severally the shipper, the Customer, the consignee, the holder and any consignee or endorsee of the Transport Document, the receiver and the owner of the goods.
  • “Taken in charge” means that the goods have been handed over to and accepted for carriage by Company at the place of receipt evidenced in the Transport Document.
  • “Goods” means any property and cargo including containers, pallets or similar articles of transport or packaging not supplied by Company, irrespective of whether such property is to be or is carried on or under deck.
  • “Dangerous Goods” includes goods which are or may become of a dangerous, inflammable, radio-active and Goods are classes in according to the United Nations- based system or other system of other countries of identifying dangerous goods or damaging nature and goods likely to harbour or encourage vermin or other pests;
  • “Container” includes any container, flexitank, trailer, transportable tank, flat, pallet or any article of transport used to carry or consolidate goods and any equipment of or connected thereto;
  • “Services” means the international transportation, customs declaration, warehousing, and other logistics services provided by Company to the Customer and all matters necessarily related to the provision of the Services as well as those ancillary to the provision of the Services, including but not limited to: (1) Import/ Export booking; (2) Customs declaration & Commodity inspection; (3) Inland transportation service for import/export cargo; and (4) Other relevant logistics services with respect to import and/or export goods.
  • “Services Fees” means the freight forward agency fees and remunerations for disbursements need to be paid by Customer to Company, including but not limited to freight, miscellaneous charges of port customs, customs declaration charges, commodity inspection charges.
  • “Credit Limit” means the maximum amount of the payment that Customer can postpone in the above credit period for the relevant service.
  • “Law” means each present and future law, statute, code, rule, regulation, ordinance, rule of law, principle of law, order, decree, judgment, guidance, or the equivalent enacted, ratified, adopted, promulgated, or issued by an applicable nation, state, province, district, county, municipality, public corporation, or any court, tribunal, department, subdivision, agency or instrumentality of any of the foregoing. References to statutory provisions shall be constructed as references to those provisions as respectively amended or re-enacted or as their application is modified by other provisions from time to time and shall include any provisions of which they are re-enactments (whether with or without modification).
  • “Sanctions and Export Laws” means any and all applicable laws, regulations, rules, orders and other requirements relating to export control, economic sanctions, embargoes and sectoral sanctions of the Peoples’ Republic of China, United States, the European Union and its member states, the United Nations, and other governments with jurisdiction over the Standard Trading Conditions.
  • Terms such as “includes” and “including” are not limiting. All references to documents include documents in paper or electronic form. The captions are for convenience only and are not part of these Terms and Conditions. These Terms and Conditions shall be construed without regard to any presumption or rule requiring that they be construed against the Person causing all or part of them to be drafted.
  • Terms such as “Liability”, “Obligation”, and “Responsibility” include every duty to pay money, deliver value, provide services, perform an act, or refrain from performing an act.
  • “Ancillary Services” includes services of arranging for the storage, warehousing, collection, delivery, local transportation, insurance, customs clearance, packing, unpacking and other handling of goods and other services relating or ancillary to the Principal Services.
  • “Instructions” means a statement of the Customers specific requirements and includes the instructions specified on the front of the Shipper's Instructions form and on the Company's form of transport document (including but not limited to the Company's house bill of lading)

 

Article 2 The Company’s liberty

    • The Company shall be entitled and is so authorized absolute discretion as to the routes, means and procedures to be followed in the carriage, transportation, storage and other handling of Goods on behalf of itself or the Customer and without notice to the Customer, including but not limited to for the carriage of Goods by any route, means or person, any description whether containerized or not on or under the deck of any vessel, storage, packing, unpacking, transhipment, loading, unloading or other handling by any person at any place whether on shore or afloat and for any length of time, containers goods or with other goods of whatever natures. Further, if in the opinion of the Company it is at any stage necessary or desirable in the Customer's interests to depart from those instructions, the Company is hereby irrevocably authorized and shall be at liberty to do so, and any departure from the terms and conditions, or in the handling other than pursuant to the normal custom of handling the goods is done at the sole risk of the Customer or the Owner.
    • The Company may at any time comply with the orders or recommendations given by any Authority. The responsibility of the Company in respect of the Goods shall cease on the delivery or other disposition of the Goods in accordance with such orders or recommendations.
    • Without prejudice to the generality of the foregoing, the Company is authorized to agree with any 3rd Party the charges payable to such third Party without reference to or further authorization from the Customer, it being agreed that the difference between the charges payable by the Company to the 3rd Party, and the charges payable by the Customer to the Company is the Company's commission or remuneration or profit. The Customer waives any and has no right of enquiry of the charges payable to the 3rd Party and the Company is not under any duty to account to the Customer for the Company's commissions, remunerations or profits.
    • The Company is authorized (but is not obliged) to inspect or arrange for the Goods to be inspected. The Company is not obliged to arrange for the Goods to be carried, forwarded, packed, unpacked stored or handled separately. The Company is authorized (but is not obliged) to consolidate or arrange to be consolidated the Goods of the Customer with other goods. The Customer expressly agrees to be bound in all respects by any act or contract or arrangement done or entered into by the Company pursuant to the aforesaid authorizations.
    • Where the Company enters into a contract on behalf of the Customer in its own name with any third Party for any purpose, the Company is not itself a carrier for any purposes, nor does the Company make or purport to make any contract as a principal with the Customer for the carriage, storage, packing, unpacking, (local) transportation, trans-shipment, loading, unloading or other handling of the Goods. The Company's sole obligation is to procure contracts for the carriage, storage, packing, unpacking (local) transportation, trans-shipment, loading, unloading or other handling of the Goods by other persons.
    • In addition and without prejudice to the exceptions and limitations contained in these Conditions, the Company shall be entitled to the benefit of all exceptions and limitations in favor of any third Party expressly contained or implied in the Company's contract with such third Party.

Article 3 Special instructions, Goods and Services

    • Description of Goods
      • The Customer warrants that all descriptions, values and other particulars of the Goods furnished to the Company for customs, consular and other purposes are true, complete and accurate. It is the duty of the Customer to provide such information to the Company and to ensure that such information is true complete and accurate. Customer shall be responsible for the authenticity, legitimacy, validity, and consistency of the provided documents, materials, and goods.
      • In addition and without prejudice to dangerous goods, the Goods are fit and suitable for the carriage (international as well as local), storage, packing, unpacking and other handling in accordance with, pursuant or related to incidental to the Customer's instructions.
      • The information in the Transport Document shall be prima facie evidence of the taking in charge by Company of the goods as described by such information unless contrary indication, such as shipper’s weight, load and count, shipper-packed container or similar expressions, has been made in the printed text or superimposed on the Transport Document. However, unless contrary indication as above referred to has been made, proof to the contrary shall not be admissible when the Transport Document has been transferred to the consignee for valuable consideration who in good faith has relied and acted thereon.
      • Company has the liberty but has no obligations to have the contents inspected and the weight, measurements or value verified. If on such inspection it is found that the declaration is not correct it is agreed that, in addition to the inspection costs, a sum equal either to five times the difference between the correct figure and the freight charged, or to double the correct freight less the freight charged, whichever sum is smaller, shall be payable as liquidated damages to Company for his inspection costs and losses of freight notwithstanding any other sum having been stated on the Transport Document as freight payable.
      • The Customer shall indemnify Company against all delay, loss, damage and expense resulting from any inaccuracy or inadequacy of such particulars and Customer shall not refuse to pay any charges with the said reason.
      • If any document provided by Customer does not comply with the relevant requirements or if any formalities have not been completed, Customer shall make corrections or complete the relevant formalities, as the case may be. Company will not be responsible for any loss, injury, harm, or damage of the goods if Customer fails to notify Company of the care, remedies, and special precautions of the goods.
      • Customer will be held responsible for any damages and lost profits suffered by Company or its agents, representatives, employees, any third party derived from the fault, fraud, bad faith, negligence of the Customer due to the inaccurate, incomplete, inexact, or false information provided to the Company in connection to the goods.
    • Packing and Inspection
      • The goods delivered must be properly and firmly packed to fit for ordinary loading, discharge, moving and transportation. Customer shall be liable for loss of or damage to the goods and delay in delivery resulting from a poor package. Company shall be entitled to reject if the goods are damaged, damp or severely deformed. If the goods are taken over Customer, Company shall notify Customer to take measures to fix the package problem on its own account, any delay or other losses arising shall not be assumed by Customer.
      • If Customer’s responsibility covers the inland transportation of any goods, it may inspect the relevant goods at the time of receiving them. During the inspection, if any apparent damage or other defect is found with the external package, Company shall report to Customer immediately and follow Company’s instructions. If Customer fails to make any confirmation within the time limit set out in Customer’s notice, it shall be deemed as having recognized the inspection record prepared by Company and Company will proceed with the transportation accordingly.
      • Company shall not be liable for any loss, damage or expense caused by defective or insufficient packing of goods or by inadequate loading or packing within containers or other transport units when such loading or packing has been performed by the Customer or on his behalf by a person other than Company, or by the defect or unsuitability of the containers or other transport units supplied by the Customer, or if supplied by Company if a defect or unsuitability of the container or other transport unit would have been apparent upon reasonable inspection by the Customer. Customer shall indemnity Company against all loss, damage, liability and expense so caused.
      • If goods will be delivered to Company in closed boxes with security seals posted by Company, therefore Company will not undertake any revision during the performance of the Services of the goods enclosed in the boxes, Customer expressly and irrevocably agrees that Company will not be held in any way responsible for the information and/or the content of the boxes.
    • Special Instructions
      • If there are any special requirements on transportation, Customer shall clarify so in the entrustment documents and shall also indicate in a conspicuous manner on the outer packing of the goods the properties of the goods, the precautions to be taken as well as the corresponding protection measures. If there are any special requirements on freight forwarding, Customer shall clarify so in writing at the time of consigning the goods. The said special requirements on freight forwarding shall become valid only after Company has confirmed thereon. All additional costs and losses caused by such special requirements shall be borne by Customer. Customer shall make a truthful declaration of the commodity names and properties of the goods consigned by it. In case of breach of this condition, regardless of the relevant wording in the entrustment documents or the reason for such breach, Customer shall bear all legal liabilities arising therefrom, both inside and outside the PRC, and shall compensate Company for its losses.
      • Company will not be responsible for any loss, injury, harm, or damage of the goods if Customer fails to notify Company of the care, remedies and special precautions of the goods and pay the charge if any. Customer will be responsible for any damages and lost profits suffered by Company or its agents, representatives, employees, any third party derived from the fault, deceit, bad faith negligence of the Customer due to the inaccurate, incomplete, inexact, or false information provided to the Company in connection to the goods.
      • All additional costs caused by the consignee’s delay action as a result of customs sanitary inspection, quarantine of animals and plants, commercial inspection and etc. shall be borne by Customer. For import goods, Customer may request Company to suspend the transportation of the goods or change the place of delivery or the consignee as long as the goods have not reached the consignee, the Company has sole discretion (without obligation) to implement the instruction at the Customer’s costs and risks.
      • If Customer requests to modify the Transport Document or to change the way of disposing of its goods in the course of shipping, it shall give written notice to Company at least 24 hours before the vessel/flight carrying the goods arrives at the port of destination. Company shall try to meet such requirement of Customer, provided that all costs and liabilities arising therefrom shall be borne by Customer, and further that Company shall not be held liable for compensation if it fails to meet such requirement.
    • Dangerous Goods
      • Unless otherwise previously agreed in Writing, the Customer shall not deliver to the Company or cause the Company to deal with or handle Dangerous Goods. Otherwise, the Customer shall be liable for all expenses losses or damages whatsoever caused by or to or in connection with the Goods howsoever arising and shall defend, indemnify and hold harmless the Company against all penalties, claims, damages, costs and expenses and any other liabilities whatsoever arising in connection therewith and the goods may without notice be destroyed or otherwise dealt with at the sole discretion of the Company or any other person in whose custody they may be at the relevant time.
      • If the Company agrees to accept Dangerous Goods and then in the opinion of the Company or any other person they constitute a risk to other goods, property, life or health they may without notice be unloaded, destroyed, rendered harmless, or otherwise dealt with as circumstances may require, without compensation, at the expense of the Customer or Owner without any liability to the Company or any other person in whose custody or control they may be at the relevant time.
      • Customer shall, in any case, inform Company in writing of the exact nature of the danger, before goods of a dangerous nature are taken in charge by Company and indicate to him, if need be, the precautions to be taken.
      • The burden of proving that Company knew the exact nature of the danger constituted by the carriage of the said goods shall rest on the Customer.
    • Temperature control
      • The Customer undertakes not to tender for transportation any Goods which require temperature control without previously giving written notice of their nature and particular temperature range to be maintained and in the case of a temperature controlled Container stuffed by or on behalf of the Customer further undertakes that the Container has been properly pre-cooled or preheated as appropriate, that the Goods have been properly stuffed in the container and that its thermostatic controls have been properly set by the Customer. If the above requirements are not complied with the Company shall not be liable for any loss of or damage to the Goods caused by such non-compliance.
    • Delivery
      • Goods shall be deemed to be delivered when they have been handed over or placed at the disposal of the Consignee or his agent, or when the goods have been handed over to any authority or other party to whom, pursuant to the law or regulation applicable at the place of delivery, the goods must be handed over, or such other place at which Company is entitled to call upon the Customer or Merchant to take delivery.
      • Company shall also be entitled but under no obligation to store the goods at the sole risk of the Customer, and Company’s liability shall cease, and the cost of such storage shall be paid, upon demand, by Customer or Merchant to Company.
      • If at any time the performance of the Company's obligations, in the opinion of the Company or any person whose services the Company makes use of, is or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage whatsoever and which cannot be avoided by reasonable endeavors by the Company or such other person, the Company may, on giving notice in writing to the Customer or Owner or without notice where it is not reasonably possible to give such notice, treat the performance of its obligations as terminated and place the Goods or any part of them at the Customer or Owner's disposal at any place which the Company may deem safe and convenient, whereupon the responsibility of the Company in respect of the Goods shall cease. The Customer shall be responsible for any additional costs of carriage to and delivery and storage at such place and all other expenses incurred by the Company.
      • In any event, Company shall be entitled to full freight All charges and expenses arising in connection with the storage and sale or disposal of the Goods as aforesaid shall be paid by the Customer and payment or tender of the net proceeds of any sale after deduction of such charges and expenses shall be equivalent to delivery.
    • Lien right
      • If the goods were not taken delivery of at the port of discharge or if the consignee has delayed or refused the taking delivery of the goods, within 24 hours upon the written notification from Customer, Customer shall give express and explicit instruction on the deposition of the goods and immediately take all necessary measures to avoid further enlargement of loss and undertake all detention and demurrage and other relevant charge and risks thus arising during this period. If the goods are disposed of by the customs or any other governmental authority at the destination or Company in accordance with the local laws and regulations during this period, all the risks, liabilities and charges thus arising shall be undertaken by Customer. If Customer fails to take measures in due time and Company thus has to pay relevant charges, Customer shall indemnify Company in full. Customer agrees to make full payment of the relevant costs within 7 days upon receipt of the written payment request and the corresponding invoice.
      • The Company shall have a particular and general lien and right of detention on all Goods or documents relating to Goods in its possession for all sums due either in respect of such Goods, or for any particular or general balance or other monies due from the Customer or the Merchant to the Company in respect of other goods or Services. If any such sums due to the Company are not paid within 14 days of written notice, Company is entitled to auction, discard or dispose of goods at the expense of the Customer, and the proceeds (net of the expenses in connection with such sale) applied in or towards satisfaction of such indebtedness, and the Company shall not be liable for any deficiencies or reduction in value received on the sale of the Goods, nor shall the Customer be relieved from the liability merely because the Goods have been sold.
    • Container
      • Customer shall endeavor to protect the containers and all other relevant properties of the shipping line/airline. If any container or other relevant property is lost, stolen, burnt or damaged during Customer ’s period of care, Customer shall bear the corresponding liability for compensation. For the said reason, Customer shall make a careful check at the time of hand-over of the containers. If any container is found damaged at the time of redelivery to the premise of the shipping line/airline or to any yard or dock designated by the shipping line, Customer shall bear all costs for repair and replacement of the container as well as all costs for loading and discharging of the container, etc.
      • Once the Container has been delivered to the Company, any inspection/checking of any of the contents of the Container involving the opening of the Container door or packing must be applied for in writing to the Company. Without the Company's written approval, no person is permitted to carry out such inspection or survey. Any inspection carried out with the Company's approval shall be at the Customer's own risk and the Company shall not be responsible for any contamination, deterioration, loss or damage to the Goods sustained thereafter
    • Warehousing

3.9.1 Pending forwarding or delivery, Goods may be warehoused or otherwise held at the risk of the Customer or the Owner at any place at the sole discretion of the Company and the cost therefor shall be for the account of the Customer.

  • Duties
    • The Customer shall be liable for any duties, taxes, levies, deposits or outlays of any kind levied by any Authority for or in connection with the Goods and for any payments, storage, demurrage, fines, expenses, loss or damage whatsoever incurred or sustained by the Company in connection therewith.
  • No duty to preserve rights
    • The Company shall not be under any duty or obligation to the Customer or the Owner to give any notice or otherwise take any action to preserve or protect the right of the Customer or the Owner in relation to any claim or remedy which the Customer or Owner may have against any third parties.

 

Article 4 Warrants of Customer

    • Customer and Merchant shall defend, indemnify and hold harmless the Company from and against all claims, liabilities, losses, damages, costs and expenses arising (i) from the nature of the Goods unless caused by the Company's negligence, or (ii) out of the Company acting in accordance with the Customer's or Owner's instructions, or (iii) arising from a breach of warranty or obligation by the Customer or (iv) arising from the Customer's inaccurate or incomplete or ambiguous information or instructions or (v) arising from the negligence of the Customer or Owner.
    • The Customer and Owner shall be liable for and shall defend, indemnify and hold harmless the Company in respect of all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any Authority and for all payments, fines, costs, expenses, loss and damage whatsoever incurred or sustained by the Company in connection therewith.
    • Advice and information, in whatever form it may be given, are provided by the Company for the Customer only and the Customer shall defend, indemnify and hold harmless the Company from and against all claims, liabilities, losses, damages, costs and expenses arising out of any other person relying on such advice or information.
    • The Customer undertakes that no claim shall be made against any officer, servant, sub-contractor or agent of the Company which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Goods or any services provided or to be provided by the Company. If any such claim should nevertheless be made, the Customer shall indemnify the Company against all consequences thereof. (ii) Without prejudice to the foregoing, every such officer, servant sub-contractor or agent shall have the benefit of all provisions herein, as if such provisions were expressly for their benefit. In entering into this contract the Company, to the extent of those provisions, does so not only on its own behalf, but as agent and trustee for such officers, servants, sub-contractors and agents. (iii) The Customer shall defend, indemnify and hold harmless the Company from and against all claims, costs and demands whatsoever and by whomsoever made or preferred in excess of the liability of the Company under the terms of these Conditions and without prejudice to the generality of this clause this indemnity shall cover (without limitation) all claims, costs and demands arising from or in connection with the negligence of the Company, its officers, its servants, subcontractors and agents. (iv) In this clause, "sub-contractors" includes direct and indirect sub-contractors and their respective servants, agents and employees.
    • The Customer shall be liable for the loss, damage, contamination, soiling, detention or demurrage before, during and after the Carriage of property (including, but not limited to, Containers) of the Company or any person or vessel referred to in (D) above caused by the Customer or Owner or any person acting on behalf of either of them or for which the Customer is otherwise responsible.
    • All representations, warranties, undertakings, agreements, covenants, obligations, liabilities, guarantees and indemnities expressed in these Conditions or otherwise implied to be made given or assumed by the Customer shall be deemed to be made, given or assumed by the Customer and the Owner jointly and severally.

 

Article 5 Legal status of the Company

    • Unless the Company is principal to provide the Ancillary Services instead of arranging to provide, the Company is the agents of Customers.
    • It shall not be construed that any Services are provided by the Company other than as an agent of the Customer by reason only of any one or more of the following:-

(a) the Company issuing its own transport document including its house air waybill or air consignment note or house bill of lading or freight forwarder cargo receipt;

(b) the Company charges an inclusive price;

(c) the Goods are forwarded, carried, transported, stored or otherwise handled together or in consolidation with other goods.

 

Article 6 Liability

    • General Rules
      • Notwithstanding the heading, these conditions shall also apply if only one mode of transport is used.
    • These conditions apply to all claims against Company relating to the performance of the contract evidenced by the Transport Document, no matter the claim is founded in contract, tort, negligence, strict liability, by statute or otherwise.
    • Paramount Clauses
      • For international carriage of goods by sea, except for carriage to or from the United States of America, the International Convention for the Unification of Certain Rules of Law relating to Bills of Lading of 1924 and as amended in 1968 and 1979 (the Hague-Visby Rules) shall apply. Carriage of goods by sea to or from the United States of America is subject to the Carriage of Goods by Sea Act of 1936 (COGSA). Supplementary to the Hague-Visby Rules or the COGSA, the Company’s Ocean House Bill of Lading shall apply.
        • These conditions shall only take effect to the extent that they are not contrary to the mandatory provisions of International Conventions or national law applicable to the contract evidenced by the Transport Document.
        • The Hague Rules contained in the International Convention for the unification of certain rules relating to Bills of Lading, dated Brussels 25th August 1924, or in those countries where there are already in force the Hague-Visby Rules contained in the Protocol of Brussels, dated 23rd February 1968, as enacted in the Country of Shipment, shall apply to all carriage of goods by sea and also to the carriage of goods by inland waterways, and such provisions shall apply to all goods whether carried on deck or under deck.
        • The Carriage of Goods by Sea Act of the United States of America (COGSA) shall apply to the carriage of goods by sea, whether on deck or under deck, if compulsorily applicable to the Transport Document or would be applicable but for the goods being carried on deck in accordance with a statement on the Transport Document.
        • In the event that it is proved that the goods were lost or damaged whilst in the actual and legal custody and care of Company and in circumstances that impose responsibility on Company, then, in the absence of evidence to the contract, the damage or loss shall be deemed to have occurred during the sea voyage and Clauses herein shall apply respectively.
      • For international carriage of goods by air subject to the Convention for the Unification of Certain Rules for International Carriage by Air of 1999 (the Montreal Convention) this Montreal Convention shall apply. For shipments subject to only the Convention for the Unification of certain rules relating to international carriage by air as of 1929 (the Warsaw Convention) this Warsaw Convention shall be applicable, however, where both the Warsaw and the Montreal conventions apply the Montreal Convention shall prevail.
      • For international carriage of goods by rail – If damage to or loss of the goods occurred in a particular segment of the course of transport, the liability for damages and any limitation thereon shall be governed by relevant conventions governing the railway transport in this segment; if the segment in which the damage to or loss of the goods occurred cannot be determined, the convention with lower liability for damages and any limitation thereon shall prevail.
      • For international carriage of goods by road - the Convention on the Agreement for the International Carriage of Goods by Road of 19 May 1956 (the CMR Convention) shall apply.
    • Time bar and Notice of Claim
      • The Company shall be discharged of all liability under these conditions unless notice of any claim is received in writing by the Company at its registered office or its principal place of business in Shanghai, China within 14 days after the date mentioned in below and suit is brought in the proper forum within 9 months after the date mentioned in below:
    • The date of delivery of the goods,
    • or the date when the goods should have been delivered in the case of loss or non-delivery or mis-delivery or delay of the Goods,
    • or the date when in accordance with Clause 6.4.7 failure to deliver the goods would give the consignee the right to treat the goods as lost.
      • Unless notice of or damage to the goods, specifying the general nature of such loss or damage, is given in writing by the consignee to Company when the goods are delivered to the consignee, such handing over is prima facie evidence of the delivery by Company of the goods as described in the Transport Document.
      • Where the loss or damage is not apparent, the same prima facie effect shall apply if notice in writing is not given within 6 consecutive days after the day when the goods were delivered to the consignee.

 

  • Liability of Company
    • The responsibility of Company for the goods under these conditions covers the period from the time Company has taken the goods in his charge to the time of their delivery.
    • Company shall duly perform its obligations when Customer consign Company to provide service.
    • In case the delivery of any goods is delayed or in case any goods are lost, damaged, shorted, destroyed or wetted as a result of any reason attributable to the customs, commercial inspection, quarantine, sanitary inspection, dock, shipping line, airport, air cargo terminal, airline and other third parties, Company shall not be held liable unless there is proof that such problem is caused by Company’s willful act or gross negligence. In the said case, Company shall not be held liable for the loss but shall be obliged to promptly give feedback to Customer and assist Customer in requesting the relevant entities to make remedies or raise claims against such authorities.
    • Notwithstanding anything to the contrary elsewhere contained in this Standard Trading Conditions or any other Agreement, Company shall in no event, be liable for any indirect or accidental loss, damage, cost or expense of any nature whatsoever, including Agreement, tort, negligence, breach of costs or expenses; or for any loss or actual or anticipated profits, loss of revenue, loss of goodwill and/or business, loss of savings or any other pure economic loss in each case whether direct or indirect.
    • Company does not undertake that the Goods or any documents relating thereto shall arrive or be available at any point or place during the Carriage or at the Place of Delivery at any particular time (whether advertised or not) or to meet any particular requirement of the Customer or any market or use of the Goods and the Customer agrees that save as otherwise provided herein, Company shall under no circumstances whatsoever be liable for any direct, indirect or consequential loss, loss of profits or loss of market or loss of contract or loss of revenue or use claims, punitive or exemplary damages or damage caused by delay or any other cause whatsoever and howsoever caused. Without prejudice to the foregoing, if notwithstanding Company is found liable for any such direct, indirect or consequential loss caused by such alleged delay, liability shall be limited to the freight or other charges applicable to the relevant stage of the Carriage.
    • Arrival times are not guaranteed by Company. However, delay in delivery occurs when the goods have not been delivered within the time expressly agreed upon or, in the absence of such agreement, within the time which would be reasonable to require of a diligent carrier, having regard to the circumstances of the case.
    • If the goods have not been delivered within ninety consecutive days following such date of delivery, the claimant may, in the absence of evidence to the contrary, treat the goods as lost.
    • When Company establishes that, in the circumstances of the case, the loss or damage could be attributed to one or more causes or events, specified in the present clause, it shall be presumed that it was so caused, always provided, the Company shall not in any event be under any liability whatsoever for:
      • An act or omission of the Customer, or person other than Company acting on behalf of the Customer or from whom Company took the goods in charge;
      • Insufficiency or defective condition of the packaging or marks and/or numbers;
      • Handling, loading, stowage or unloading of the goods by the Customer or any person acting on behalf of the Customer;
      • Inherent vice of the goods;
      • Strike, lockout, stoppage or restraint of labor, riots, civil commotion, from whatsoever cause;
      • any special, incidental, indirect, consequential or economic loss or damage (including without limitation loss of market, profit, revenue, business or goodwill);

in each case howsoever caused and whether or not resulting from any act or default or neglect of the Company or its servants or agents or sub-contractors or other persons for whom the Company is responsible.

 

  • Defenses for carriage by sea or inland waterways

Notwithstanding otherwise mentioned herein, Company shall not be liable for loss, damage or delay in delivery with respect to goods carried by sea or inland waterways when such loss, damage or delay during such carriage has been caused by:

  • Act, neglect, or default of the master, mariner, pilot or the servants of Company in the navigation or in the management of the ship;
  • Fire, unless caused by the actual fault or privities of Company, however, always provided that whenever loss or damage has resulted from unseaworthiness of the ship, Company can prove that due diligence has been exercised to make the ship seaworthy at the commencement of the voyage.
  • If any goods are damaged or lost in the course of domestic transportation, Company shall, after making the corresponding compensation, be entitled to dispose of and benefit from the damaged goods or the residual value thereof.
  • Limitation of Company’s Liability
    • Unless otherwise regulated in clause 6, for all other loss, damage or claims, including to the extent that the Services are not subject to international conventions, statutory legislation or they are part of a multimodal shipment and it cannot be determined in which mode of transport the loss of, damage to or delay of the Goods occurred, Customer ’s liability for Services such as but not limited to Transport Services, Logistics Services, Warehousing, Customs Services or Ancillary Services to the previously mentioned services shall be as follows:
      • In respect of the loss, damage or claim relating to Goods or other property, whichever is the least,
  1. actual loss of Customer; or
  2. USD 3 per kilogram of the gross weight of the Goods or property lost, damaged or in connection with which such claim is made; or
  • In addition, notwithstanding the above-mentioned provisions, in no event the liability of Company shall exceed, USD 800,000 for each accident.
    • In respect of delay or claims relating to delay, the lesser of actual loss of Customer; or the service charge for the delayed Service(s), where applicable.
    • If Company undertakes customs declaration, commodity inspection and other relevant work, Company shall be liable for actual direct losses sustained by Customer as a result of Company’s willful act or gross negligence on documents losing, customs declaration delays and commodity inspection delays, provided that Company’s liability shall not exceed the number of service fees that Company charged for affected shipment.
    • Customer agrees and acknowledges that Company has no knowledge of the value of the Goods and Company’s liability may be increased to a higher value only by a declaration in writing of the value the Goods by the Customer upon delivery to Company of the Goods for shipment, such higher value being inserted with the consent of Company on the front of the Transport Document in the space provided and, if required by Company, extra freight paid. In such case, if the actual value of the Goods shall exceed such declared value, the value shall nevertheless be deemed to be the declared value and Company’s liability, if any, shall not exceed the declared value and any partial loss or damage shall be adjusted pro rata on the basis of such declared value. Without a declared value, if an assessment of the value of the Goods is needed, such assessment shall be made by reference to the invoice value of the Goods plus charges and insurance if paid. If there is no invoice value of the Goods or if any such invoice is not bona fide (and in this respect, Company shall be at liberty to seek to challenge the invoice value), such compensation shall be calculated by reference to the value of such Goods at the place and time they are delivered or should have been delivered, or at the place and time when, in accordance with the Transport Document, they should have been so delivered. If there is no such price, according to the current market price or, by reference to the normal value of goods of the same name and quality.
  • Liability of Servants and other Persons
    • Where conditions apply whenever claims relating to the performance of the contract evidenced by the Transport Document are made against any servant, agent or other person (including any independent contractor) whose services have been used in order to perform the contract, whether such claims are founded in contract or in tort, and the aggregate liability of Company and of such servants, agents or other persons shall not exceed the limits in Clause 6.5.
    • In entering into this Standard Trading Conditions as evidenced by the Transport Document, Company, to the extent of these provisions, does not only act on his own behalf, but also as agent or trustee for such persons, and such persons shall to this extent be or be deemed to be Company to this Standard Trading Conditions.
    • However, if it is proved that the loss of or damage to the goods resulted from a personal act or omission of such a person referred in clause 6.6.1, done with intent to cause damage, or recklessly and with knowledge that damage would probably result, such person shall not be entitled to the benefit of limitation of liability provided for in clause 6.5.
    • The aggregate of the amounts recoverable from Company and the persons referred to in Clauses 5.2 and 6.6.1 shall not exceed the limits provided in these conditions.
  • Lien
    • Company shall have a lien on the goods and any documents relating thereto for any amount due at any time to Company from Customer including any payment, storage fees and the cost of recovering same, and may enforce such lien in any reasonable manner which he may think fit.
  • General Average
    • Customer shall indemnify Company in respect of any claim of a General Average nature which may be made and shall provide such security as may be required by Company in this connection.

 

Article 7 Fees and Payment Terms

    • The Customer is primarily liable for the payment of all freight, fees, duties, charges and other expenses whether the same (or any of them) are to be pre-paid or to be collected.
    • The Customer shall pay to the Company all sums immediately when due without deduction or deferment on account of any claim, counterclaim or set-off. Payment to the Company is due as soon as the invoice is rendered. Payment shall be made in cash unless otherwise agreed by the Company.
    • The Company at its discretion may request an advance to cover fees, duties, charges, taxes and/or other expenses payable before the Company's invoice is rendered. Forthwith upon such request being made, the Customer shall make such advance to the Company.
    • Without prejudice to the foregoing provisions, when the Company is instructed to collect freight, duties, fees, charges or other expenses from any person other than the Customer, the Customer shall remain responsible for the payment of the same. The Customer shall forthwith upon demand pay the Company such freight, duties, fees, charges and other expenses or any balance thereof together with interest (if applicable) without deduction or deferment on account of any claim, counterclaim or set off (whether or not demand is made to such other person). Without prejudice to the generality of the foregoing, this provision shall apply if (inter alia) the Goods are refused by the consignee or other person entitled to delivery or confiscated by the customs or any Authority or for any reason it is in the opinion of the Company not practicable or impossible to arrange for the delivery of the Goods.
    • On all amounts overdue to the Company, the Company shall be entitled to Suspend the Agreement and suspend performance whilst asking Customer to make payment in full of the amount due, exercise lien on any Transport Documents including but not limited to bill of ladings, customs declaration documents, and/ or any goods under the custody of the Company and Company’s vendors, and charge interest calculated from the date such accounts are overdue until payment thereof at 5% per day during the period that such amounts are overdue.
    • Customer agrees that, Company may base on changes in the shipping line’s freight, changes in the market and other factors, make appropriate adjustments to its charging rates and notify Customer in writing accordingly. Freight charges are usually quoted and charged on "chargeable weight" basis. Chargeable weight is the actual gross weight or volume weight, whichever is the higher. Volume weight is calculated by reference to the volume of the consignment (including packaging) divided by a certain factor. References to "per kilogramme" or "per ton" or "per pound" refer to the higher of the actual gross weight and the volume weight. Further details relating to the computation of freight charges will be provided to the Customer upon request. The Customer is advised to obtain such details.
    • The Customer shall reimburse Company in proportion to the amount of freight for any costs for deviation or delay or any other increase of whatever nature caused by war, warlike operations, epidemics, strikes, government directions or force majeure.
    • Settlement Method
      • For online booking, Customer shall check and confirm the payment through the platform or require Company to provide the bill.
      • For offline booking, after Company sends the statement of account, Customer shall confirm or claim an objection within 3 working days. Should Customer fail to reply or reply without any objection to the amount of the statement, it shall be deemed that Customer has confirmed the statement of account, and Company shall issue the corresponding tax invoice.
      • The issuance of the invoice or not will not affect Customer's timely payment of due expenses to Company in accordance with the above Credit & Payment terms.
      • Customer agrees that Company can choose one or more of the following methods for settlement of the Service Fees, and Company is entitled to adjust the choices, credit limit, credit period based on reasonable judgment (including but not limited to public information, third-party evaluation report, credit insurance evaluation report, payment performance, etc.)
        • Release the Transport Document.
        • Settlement by city collection without commitment, the collection agreement shall be signed separately.
        • Credit settlement: If it is within the credit limit, Customer can make payment according to the credit period; If the credit limit is exceeded, Company has the right to suspend the services hereunder until all due payments are paid.

 

Article 8 Force Majeure

    • Company is not liable and should be exempted from loss, damage, expense, delay, or nonperformance resulting in whole or in part from circumstances beyond the control of Expeditors, including:
      • Acts of God, including flood, earthquake, storm, hurricane, power failure, epidemic outbreak or other natural disasters;
      • War or military action, hijacking, robbery, theft or terrorist activities;
      • Nuclear incident or explosion;
      • Incidents or deteriorations to means of transportation;
      • Embargoes;
      • Civil commotions or riots;
      • Defects, nature or inherent vice of the goods;
      • Acts, breaches of contract, or omissions by Customer or any other person who may have an interest in the goods;
      • Acts by any Governmental Unit, including denial or cancellation of any import, export or other necessary licenses;
      • Strikes, lockouts, slowdowns or other labor conflicts; or
      • Other events which are unforeseeable, unavoidable and uncontrollable.

 

Article 9 Confidentiality

    • Customer shall keep in confidence the contents and any information with respect to Company that was obtained during the performance of the agreement, which includes but is not limited to prices, procurement channel and trade terms. Within the valid period of the Agreement and five (5) years after the expiration or earlier termination hereof.
    • Customer shall not use such information for any purposes other than those stated hereof and shall not disclose such information to any third party without the prior written consent of Customer.
    • If Customer is required to disclose any confidential information to a court or government authority in accordance with applicable laws and regulations, Customer shall, strictly pursuant to the court’s or government authority’s relevant procedures for protecting confidential information, prevent the confidential information from being disclosed to the public.
    • The Confidentiality Clause hereof shall survive the expiration and/ or termination of the Agreement and shall remain binding to the extent permitted by applicable laws.

 

Article 10 Applicable law and dispute Resolution

    • Unless otherwise regulated by applicable national or international legislation or otherwise agreed in writing, this Standard Trading Conditions shall be governed by the laws of People’s Republic of China.
    • Any and all claims, disputes claims and /or controversies arising from or relating to the Transport Document or in connection therewith shall be brought before and determined by the courts where Company is located for adjudication.
    • Notwithstanding the above, Company shall have the right to bring a claim against Customer in any other competent court in which case the law of such court shall apply.

 

Article 11 Notice

    • Notice of arrival of the goods will be sent to the notify party or the consignee by ordinary methods. The Company is not liable for the non-receipt of such notices. Any charges including storages incurred pending collection will be for the account of the Customer.

 

Article 12 Miscellaneous

    • To the extent that the Company acts as an agent of the Customer, the Company will establish contracts with third parties on behalf of the Customer so that direct contractual relationships are established between the Customer and such third parties and binding the customer in all respects notwithstanding any departure from the Customer’s instructions. In that case, the Company shall not be liable for the acts and omissions of such third parties. The Customer shall defend, indemnify and hold harmless the Company in respect of all liability, loss, damage, costs or expenses arising out of any contracts.
    • To the extent that the Company is held by a court of competent jurisdiction to be a carrier, the Company shall be entitled to all the rights, immunities, exceptions, and limitations conferred on the carrier by any applicable law or legislation, and these Conditions shall be overridden to the extent that they are inconsistent with such rights, exceptions and limitations.
      • Where the Company contracts as a principal and sub-contracts the performance of his services and it can be proved that the loss of or damage to or in respect of the Goods arose or was caused whilst the Goods were in the care or custody of the sub-contractor, the Company shall have the full benefit of all rights, limitations and exclusions of liability available to such sub-contractor in the contract between the Company and such sub-contractor and in any law, statute or regulation and the liability of the Company shall not exceed the amount recovered, if any, by the Company from such sub-contractor.
    • At any time, Company shall have the right to unilaterally amend these Conditions by publishing the amendments on Company’s website. In case any Agreement was concluded by Company after such publication, those will be subject to the amended Conditions.
    • Notwithstanding any other provisions of these Conditions, the Company is never a common carrier and may in its sole discretion refuse to offer its services to any person.
    • At the Company's sole discretion, if the loss of or damage to the Goods occurred at sea or on inland waterways, and the Owner, Charterer or operator of the vessel establishes a limitation fund, the liability of the Company shall be limited to the proportion of the said limitation fund allocated to the Goods.
    • The current Both-to-Blame Collision Clause as adopted by BIMCO is incorporated in these conditions.

 

  • Headings of clauses or groups of clauses in these Conditions are for indicative purposes only.
  • If these Terms and Conditions conflict with the terms of a Transport Document or agreement issued by Company, the Transport Document or agreement shall prevail.
  • If any part of this Standard Trading Conditions is held invalid or unenforceable in a jurisdiction by a final, non-appealable judgment, the judgment does not affect the validity or enforceability of any other part of this Standard Trading Conditions in that jurisdiction or of any part of this Standard Trading Conditions in another jurisdiction.
  • SPECIAL ANNOUNCEMENT: Any and all transaction such as logistics services between Company and Customer shall be deemed as Customer have read all these Condition, and has the awareness, knowledge, understanding of to the application of these Conditions and the consent of being bound by these Conditions. Customer hereby agree and accept that these Conditions shall not under any circumstance constitute as a form clause. Customer and Company may enter into further agreement concerning the subject matter hereof. Should there is any discrepancy between the further agreement and these Conditions, the further agreement shall prevail.