DOC

Un-cargo-worthiness

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Un-cargo-worthiness

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    Standard Trading Conditions for (insert company name)

    (Pages 8-12 inclusive in Chinese)

    1. Scope

    These Conditions define the contractual status of the international freight forwarding company and the customer with liability warrant, exceptions, liability limitation, charges and time bar.

    These conditions apply all the operations of the international freight forwarding company.

    2. Definitions

    In These Conditions, the following words and expressions have the following meanings unless and except as otherwise specifically defined:

    2.1 “Company” means (insert company name) and their branch offices registered in

    China and filed in the industry administration agency (i.e. enterprise and business

    filing) for international freight forwarding, logistic and other services. 2.2 “Customer” means any legal entity or natural person concluding contract with the

    Company, accepting the service provided by the Company and enjoying rights and

    undertaking obligations according to the contract, or any legal entity or natural

    person having an interest in the contract, including but not limited to owner,

    consignor, shipper, consignee of the goods or their agents.

    2.3 “Instructions” means statements of the Customer's specific requirements and

    includes the instructions specified on the front of the Shippers' Instructions and/or on

    the front of the Company's form of transport document (including the Company's

    house bill of lading).

    2.4 Owner” means the owner of the goods (including any containers or equipment other

    than those provided by the Company or carriers) to which any business concluded

    under these Conditions relates and any other person who is or may become interested

    in them and includes the consignee named on the front of the Shippers' Instructions

    and/or on the front of the Company's form of transport document (including the

    Company's house bill of lading).

    2.5 “Goods” includes goods, wares, merchandise and articles of every kind whatever;

    and any container, trailer, tank or pallet (including similar articles of transport used

    to store or consolidate goods) not supplied by or on behalf of the Company. 2.6 “Dangerous Goods” means the goods classified as dangerous goods under

    international conventions or domestic laws and the goods that are likely to become

    dangerous, flammable, radioactive, noxious or damaging.

    3. Application of these Conditions

    3.1 All business undertaken by the Company and Company's transactions are subject

    to these Conditions which shall be incorporated in and to be an integral part of any

    agreement between the Company and the Customer. These Standard Trading

    Conditions may be modified by agreement in writing by the Company prior to

    inception of this contract. Where the clauses of the agreement between the

    Company and the Customer or the clauses of the transport documents issued by the

    Company, which includes but are not limited to airway bill, seaway bill and multi-

    Page 1 of 14

    modal bill of lading issued by the Company listing the Company as the carrier are

    contrary to these Conditions, the clauses of the agreement or the bills shall prevail. 3.2 All and any advice, information or services provided by the Company gratuitously

    is provided on the basis that the Company will not accept any liability whatsoever

    therefore.

    3.3 No omission or delay on the part of the Company in exercising its rights shall

    operate as a waiver thereof, nor shall any single or partial exercise by the Company

    of any such right preclude the further or other exercises thereof or the exercise of

    any other right which it has. The rights and remedies of the Company provided in

    these Conditions shall be cumulative and not exclusive of any rights or remedies

    otherwise provided by law.

    3.4 Each of the provisions of these Conditions is severable and distinct from the others

    and if at any time one or more of such provisions is or becomes invalid, illegal or

    unenforceable, the validity, legality and enforceability of the remaining provisions

    of these Conditions shall not in any way be affected or impaired thereby.

    4. Contractual Status of the Customer and the Company

    The Customer entering into any transaction or business with the Company hereby expressly warrants to the Company that the Customer is either the Owner or the authorized agent of the Owner and that it is accepting these Conditions. Where the Customer acts as the agent of the Owner, the Customer also accepts such liability to the Company that in respect of such transaction or business the Company is entitled to enforce its rights against the Customer and the Owner jointly and severally

    5. Obligations of the Customer

    5.1 The Customer warrants that it has taken all the sufficient and effective measures to

    have a full understanding of the contents of the agreement with the Company and

    of the documents issued by the Company for the Customer at the time of

    concluding or accepting such agreement or documents.

    5.2 The Customer warrants that each and every of the Instructions given to the

    Company is lawful, valid and performable.

    5.3 The Customer warrants that the presentations it made to the Company concerning

    the goods are sufficient and correct.

    5.4 The Customer warrants that the packing and marks of the Goods met the

    requirement of carriage. The Customer shall comply with the special requirements

    demanded by the Company at the time of receiving the goods according to the

    nature of the goods and the special conditions of the voyage.

    5.5 Except under special arrangements previously made in writing, the Customer

    warrants that the goods are not the dangerous goods as defined under binding

    documents such as laws, regulations, international conventions, nor are other goods

    likely to cause damage. Should the Customer nevertheless deliver any such goods

    to the Company or cause the Company to accept or handle or deal with any such

    goods otherwise than under special arrangements previously made in writing, the

    Customer shall be liable for all expenses, losses, damages whatsoever caused, fines

    and claims in connection with the goods howsoever arising. The Company or other

    persons in actual control of the goods has the right to decide whether the goods are

    dangerous goods without notice to the Customer and shall be entitled to destroy or

    otherwise dispose of the goods at the risk and expenses of the Customer. 5.6 The Customers shall not ask the Company to stop carriage, return the goods,

    change the place of destination, or deliver the goods to other consignee or dissolve

    the contract unless, before the Company delivers the goods to the consignee, the

    Customers return all bills or transport documents previously issued by the

    Page 2 of 14

Company and shall compensate the Company for all the losses caused to the

company.

Page 3 of 14

    6. Rights and Obligations of the Company

    (I) General provisions

    6.1 Unless otherwise previously agreed in writing, the Company is authorized to enter

    into contract on its own behalf or on behalf of the Customer for the following

    matters, without notice to the Customer:

    (1) selecting the carrier, mode and route of transport for the goods;

    (2) selecting whether to containerize the goods or not and whether to carry the

    goods on deck or not;

    (3) for the storage, packing, unpacking, transshipping or otherwise handling of the

    goods;

    (4) other arrangements in pursuance to the Instructions of the Customer or as

    deemed necessary by the Company.

    6.2 The Company is authorized (but is not obliged) to depart or deviate from the

    Customer's Instructions in any respect if in the opinion of the Company such

    departure or deviation is necessary or desirable in the Customer's interests. The

    Company shall in any time comply with the instruction or orders of the

    governmental departments and the Company’s responsibility for the Goods shall

    cease at the time of delivery or otherwise handling of the goods as per the above

    instructions and orders.

    6.3 The Company is authorized by the Customer to act and the Company is not

    required, unless specifically requested by the Customer in writing, to inform the

    Customer of details of acts taken by the Company.

    6.4 At any time when the Company deems that impediment, risks, delay or

    disadvantage is or likely to be affecting its performance of the obligations and the

    Company does not have reasonable methods to avoid the same, the Company may

    terminate the performance of obligations by giving a written notice to the

    Customer. The Company may hand over all or part of the goods to the Customer

    for control at any place the Company deems convenient and the Company’s

    responsibility for the Goods shall cease till then. The Customer shall, upon request,

    pay the expenses additionally incurred by the Company for carrying, delivering

    and storing the goods at the above place and other relevant expenses. 6.5 If delivery of the goods or any part thereof is not taken by the Customer at the time

    and place notified by the Company, the Company shall be entitled to store the

    goods or any part thereof at the sole risk of the Customer, whereupon any liability

    which the Company may have in respect of the goods or that part thereof stored as

    aforesaid shall wholly cease.

    6.6 The Company is entitled (but not obliged) to sell or dispose of all or part of the

    Goods at the sole risk and expense of the Customer under any of the following

    circumstances:

    (1) The Company has given a written 21-day notice to the Customer when the

    Company at its sole discretion deems that all the Goods cannot be delivered as

    instructed;

    (2) The Goods have perished or deteriorated or are in immediate prospect of doing

    so in a manner which has caused or may reasonably be expected to cause loss

    or damage to other persons or properties.

    (II) Where the Company contracts on behalf of the Customer

    6.7 Where the Company acts as agent, the Company is entitled to enter into a contract

    on behalf of the Customer in the name of the Customer or in its own name with any

    third party. The contract thus concluded shall have direct binding effect on the

    Customer and the third party.

    Page 4 of 14

    6.8 Where the Company acts as agent, the Company shall not be liable for the loss of

    the Customer unless and except to the extent that the loss is caused by the

    negligence of the Company.

    6.9 Where the Company acts as agent, the Company shall not be liable for the loss

    caused by the acts or omissions of the third party including but not limited to the

    carriers, warehousemen, stevedores, railway bureau and truckmen, unless the

    Company has not acted diligently in selecting, instructing and supervising the third

    party.

    (III) Where the Company contracts as principal

    6.10 The Company acts as principal when undertaking carriage with its own means of

    transport or concluding agreement and issuing transport document in the name of

    carrier. The responsibility period of the Company as the multimodal transport

    operator with respect to the goods under multimodal transport contract covers the

    period from the time of taking the goods in its charge to the time of their delivery.

    The responsibility of the Company shall be determined by the principle of

    “network liability”, subject to the laws and regulations governing a specific section

    of the multimodal transport. Where the Customers accepts the transport document

    issued by persons other than the Company and fails within a reasonable time to

    demand the Company to bear the responsibility as the principal, the Company shall

    no longer bear the responsibility as the principal.

    6.11 Where the Company contracts as principal it shall be responsible for the acts and

    omissions of the third party employed by the Company in undertaking the carriage

    contract or other services as if such acts and omissions are done by the Company

    itself.

    6.12 The operation of the 6.11 does not preclude the Company from the benefits of the

    exceptions and liability limitation under the laws and these Conditions.

    7. Special provisions concerning containerized transport

    7.1 Where containers are not stuffed or sealed by the Company, the Company shall not

    be liable for the loss of and damage to the content in the containers resulting from

    one or more of the following circumstances:

    1. Mode of stuffing or sealing;

    2. Unfitness of the goods for containerized transport, unless the Company

    expressly requires the goods to be carried in containers;

    3. Un-cargo-worthiness of the containers unless the containers are supplied by the

    Company or on its behalf. Even if the containers are supplied by the Company,

    if the un-cargo-worthiness of the containers is the result of the failure of the

    Customer to make presentation of the special nature of the goods, the Company

    shall not be liable.

    7.2 The Customer shall hold the Company harmless from any circumstance under 7.1

    and shall indemnify the Company for any loss caused.

    7.3 Where the Customer asks the Company to supply containers, the Company is not

    obliged to supply containers of special type or quality that fit the Goods, except

    express requirement to the contrary has been given to the Company.

    8. Warranties

    8.1 The Customer shall save harmless and indemnify the Company from and against

    all claims, liabilities, losses, damages, costs and expenses (including without

    limitation all duties, taxes, imposts, levies, deposits, fines and outlays of

    whatsoever nature levied by any authority) arising out of the Company acting in

    accordance with the Customer's instructions, or arising from a breach of warranty

    Page 5 of 14

    or obligation by the Customer, or arising from the Customer's inaccurate or

    incomplete or ambiguous information or instructions, or arising from the

    negligence of the Customer or Owner.

    8.2 Advice and information, in whatever form as may be given by the Company, are

    provided by the Company for the Customer only and the Customer shall save

    harmless and indemnify 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.

    8.3 The Customer undertakes that any officer, servant, agent or sub-contractor of the

    Company shall have the benefit of all exceptions and liability limitations herein

    benefiting the Company.

    8.4 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.

    8.5 The Customer shall defend, indemnify and hold harmless the Company in respect

    of any general average or any claims of a general average nature that may be made

    on the Company and the Customer shall provide such security as may be required

    by the Company in this connection.

    8.6 After the Company agrees to accept dangerous goods for carriage, if the goods in

    the opinion of the Company constitute a risk to other goods, property, life or health,

    or by the restriction of some laws, the carriage or discharge of such goods may

    cause the arrest of the goods, other property or persons, the Company may destroy

    or otherwise deal with the goods without notice, at the risk and expenses of the

    Customer or the Owner and without any liability to the Company.

    8.7 The Customer shall be liable for any loss, pollution, contamination, delay,

    demurrage, or loss of and damage to the property (including but not limited to

    containers) of the Company or others and the ship directly or indirectly caused by

    the Customer, Owner and their servants, agents and representative before, in the

    course or after the carriage.

    9. Charges

    9.1 The Company is entitled to charge on gross weight or volume weight. Further

    details relating to the computation of freight charges will be provided to the

    Customer upon request.

    9.2 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. 9.3 When the Company is instructed to collect freight, duties, fees, charges or other

    expenses from any person other than the Customer and encounters difficulty in

    collecting, the Customer shall unconditionally forthwith pay the same. 9.4 On all amounts overdue to the Company, the Company shall be entitled to interest

    calculated on a daily basis from the date such accounts are overdue until payment

    thereof at 0.4‰ per day during the period that such amounts are overdue.

    9.5 Quotations are given on the basis of immediate acceptance by the Customer.

    Notwithstanding acceptance of the quotations by the Customer, the Company shall

    be at liberty to revise quotations or charges in the event of changes of state polices

    and market in currency exchange, rates of freight, insurance premiums or any

    charges applicable to the goods.

    9.6 The Company or its agents are entitled to have a lien on all the goods and

    documents received for monies due from the Customer to the Company. If any

    such monies due to the Company are not paid within 28 days after notice has been

    given to the Customer that such goods or documents are being detained, or if such

    Page 6 of 14

    monies are not paid within a reasonable time when the goods detained are

    perishable goods, the Company is entitled to dispose of the goods and/or the

    documents to satisfy such indebtedness and disposal expenses.

    10. Exceptions of the Company

    Except under special arrangements previously made, the Company shall be relieved of liability for any loss or damage if and to the extent that such loss or damage is caused by: 10.1 Acts of omissions of the Customer or its agents;

    10.2 In pursuance of the Customer’s Instructions;

    10.3 Improper packing or marking;

    10.4 Handling, loading, discharging and stowing of the Goods by the Customer or its

    representatives;

    10.5 Inherent defect of the Goods;

    10.6 any loss, damage, expense or claim arising from flood, storm, typhoon, strike,

    commotion, embargo, war, piracy, ionizing radiation or contamination by

    radioactivity from nuclear fuel or nuclear waste and radioactive, toxic, explosive or

    other hazardous properties;

    10.7 Any other cause or event which the Company is unable to avoid by the exercise of

    due diligence.

    11. Liability Limitation

    11.1 Except insofar as otherwise provided by law and regulation or other clauses of

    these Conditions, the Company’s liability, whether arising from negligence, fault

    or other causes, shall not exceed the following, whichever is the least of:

    (i) USD3 per kilogram of the gross weight of; or

    (ii) USD500 per package or unit of

    the goods or any other properties lost, damaged, misdirected, misdelivered or in

    respect of which a claim arises.

    11.2 In the case of claims for delay in respect of the transportation or delivery, the

    Company’s liability shall not exceed the amount of the Company’s freight for the

    Goods the delivery of which has been delayed.

    11.3 Further and without prejudice to the generality of the preceding provisions of this

    Clause 10, if the Customer declare the value of the Goods at the time the Company

    takes over the Goods or by mutual arrangement agreed in writing, the Customer

    may claim in excess of the limits set out above, but the Company’s liability shall in

    no event exceed the declared value or agreed value.

    12. Notice

    12.1 Unless notice of loss or damage is given in writing by the consignee to the

    Company at the time of delivery of the Goods to the consignee, such delivery shall

    be deemed to be prima facie evidence of the goods carried and delivered in

    apparent good order and condition. Where the loss of or damage to the Goods is

    not apparent, the notice in writing shall be given within 7 days from the next day of

    the delivery of the Goods. In the absence of such written notice, the delivery shall

    also be deemed to be prima facie evidence of the goods carried and delivered in

    apparent good order and condition.

    12.2 Other claims shall be made within 14 days of the date upon which the Customer

    became or should have become aware of the loss or damage. And any claim not

    made shall be deemed to be waived except where the Customer can show that it

    was impossible for him to comply with the time limit and he has made the claim as

    soon as it was reasonable possible for him to do so.

    Page 7 of 14

13. Insurance

    No insurance will be arranged except upon express instructions given in writing by the Customer and accepted by the Company. All insurance arranged by the Company is subject to the usual exceptions and conditions of the policies of the insurance company or underwriters taking the risk. The Company shall not be under any obligation to arrange a separate insurance on each consignment. Should the insurers dispute their liability for any reason, the insured shall have recourse against the insurers only and the Company shall not be under any responsibility or liability whatsoever in relation thereto notwithstanding that the premium upon the policy may not be at the same rate as that charged by the Company or paid to the Company by its Customer. In so far as the Company agrees to arrange insurance, the Company acts solely as the agent of the Customer using reasonable effects to arrange such insurance. The Company does not warrant or undertake any such insurance will be accepted by the insurance company or underwriters.

14. Time Bar

    Unless agreed differently by the Company in writing or suit is brought in the proper forum as specified under clause 14 of these Conditions, all the Company’s liabilities

    shall be relieved within 9 months from the date the goods was delivered or should have been delivered by the Company or from the date the consignee was entitled to deem the Goods to have been lost due to failure of delivery.

15. Jurisdiction and Law

    These Conditions and any claim or dispute arising out of or in connection with the services of the Company shall be subject to China law and regulation and exclusive jurisdiction of China courts.

Page 8 of 14

    国际货运代理公司标准交易条件(公司名称)

    1. 范围

    本标准确立了国际货运代理企业和客户的合约地位,规定了有关责任保证、免责范围、责任限制、费用、时效。

    本标准适用于国际货运代理企业所承接的所有业务。

    2. 定义

    除另有说明外下列定义适用于本标准;

    2.1 公司 指在中国境内依法注册并经行业主管部门备案,企业备案和业务备案!

    从事国际货运代理、物流等业务的,公司名称!国际货运代理公司及其分支机

    构。

    2.2 客户指与公司签订合同,接受公司提供的服务,依据合同享有权利并承担义务

    的法人或自然人,或与该合同有利害关系的法人或自然人,包括但不限于货物

    的所有人、托运人、发货人、收货人或其代理人。

    2.3 指示指记载客户明确要求的书面陈述,包括托运人书面指示及(或公司运输单

    证,包括公司提单!首页中所阐明的要求。

    2.4 货主指根据本交易条件达成的任何业务中,货物,包括任何集装箱或其他设

    备,但公司或承运人提供的除外!的所有人,以及现时或将来可能对有关货物

    享有权益的任何人,包括托运人指示及(或公司运输单证,包括公司提单!页

    面中所列名的收货人。

    2.5 货物包括各种货物、器皿、商品和物品,及并非由公司提供或拥有的集装箱、

    拖车、储罐或货盘,包括用于运输目的的任何近似存储或集装的器具!。 2.6 危险货物指依据国际公约或国内法律确定为危险品的货物,以及那些可能变为

    有危险的、易燃的、放射性的、有毒的或有破坏力的货物。

    3. 适用范围

    3.1 公司所承接的所有业务,均可根据本交易条件进行。本交易条件将成为公司

    与客户交易协议中不可分割的组成部分。经双方书面协议,可对本标准交易

    条款进行变更。当双方协议或公司签发的表明公司为承运人的各种运输单

    证、包括但不只限于空运单、海运单及多式联运提单等单证中的内容有与本

    交易条件规定冲突的,应以协议或单证的规定为准。

    3.2 公司对公司免费提供的所有意见、资料或服务,均不承担任何责任。 3.3 公司未行使或迟延行使公司的权利,均不可视为放弃有关权利,而公司单项

    或局部行使任何有关权利,并不排除进一步或以其他方式行使有关权利,或

    行使公司享有的任何其他权利。本交易条件中规定的公司权利,并不排除公

    司依法享有的其他权利。

    3.4 本交易条件的各项规定具有可分割性。任何一项或多项交易条件的无效、违

    法或不可执行,均不影响本交易条件其他规定的有效性、合法性和可强制执

    行性

    4. 客户和公司的合约地位

    与公司订立任何交易或业务的客户,特此向公司明确保证;其作为货主或货主的代理人,完全接受或代表货主完全接受本交易条件。当客户为货主的代理人时,客户

    Page 9 of 14

    与货主对公司承担连带责任,即公司有权对货主和客户共同或分别行使公司权利。

    5. 客户义务

    5.1 客户保证,对其与公司签定的协议以及公司为其签发的各种单证内容,在签

    定时或接受时已经采取各种充分、有效的方式对相关内容有了充分了解。 5.2 客户保证其对公司的指示是合法、有效和可行的。

    5.3 客户保证其对公司有关货物的说明是充分、准确的

    5.4 客户保证货物的包装和标识符合运输要求。客户应完成公司针对货物性质和

    运输线路的特殊情况而在接受货物时对包装和标识提出的特殊要求。 5.5 除非双方有特别的书面约定,客户应当保证交运货物不属于法律、法规、国

    际公约等具有约束力的文件中所规定的危险品,也不属于其他可能造成危险

    的货物。在双方事前没有特别书面约定的情况下,因上述具有危险性的货物

    给公司造成的一切支出、损失、损害,不论其产生方式!、罚款、索赔,客

    户应负赔偿责任。公司或者其他控制货物的人可以不经通知客户有权认定货

    物是否为具有危险性的货物,并有权决定销毁或者以其他方式处置该货物,

    由此产生的风险和支出由客户承担。

    5.6 在公司将货物交付给收货人之前,除非客户退还公司已签发的全套运输单证

    及承诺负责赔偿由于要求修改运输合同而给公司造成的一切损失,客户不可

    以要求公司中止运输、返还货物、变更到达地或将货物交付给其他收货人或

    解除合同。

    6. 公司的权利和义务

    (I) 通用条款

    6.1 除非另有相反书面约定,公司有权就下列事项自己或代表客户签订合同,无

    须通知客户;

    (1) 选择货物运输的承运人、方式和路线,

    (2) 选择货物是否装集装箱、是否装载在甲板上,

    (3) 进行货物储存、装卸、拆包、转运或其他方式处理货物,

    (4) 根据客户指示或公司认为必须作出的其他安排。

    6.2 尽管某种作为或不作为背离或偏离客户的指示,当公司认为该种作为或不作

    为符合客户的利益,公司有权选择进行,但不因此而给公司增加额外的责

    任。公司在任何时候都应遵守政府有关部门的指示或命令,公司对货物的责

    任终止于其按照前述指示或命令进行交付或对货物进行其他方式处理之时。 6.3 公司依客户授权行事。公司无须将公司行事的详情通知客户,除非客户明确

    书面要求。

    6.4 无论何时,如果公司认为其履行义务受到或可能受到妨碍、风险、迟延或不

    利等,而且公司无法以合理的方式避免,则公司可以向客户发出书面通知,

    终止履行义务。公司可以在其认为安全方便的任何地方,将货物的全部或部

    分交给客户掌管,至此,公司对货物的责任终止。客户应当根据要求,支付

    公司为货物运输、交付、储存到上述地点的额外支出和相关费用。 6.5 如客户没有在公司通知的时间和地点接收货物,公司有权将货物的全部或部

    分储存起来,全部风险和费用由客户承担,至此,公司对货物的责任终止。 6.6 在下列情况下,公司有权利,但没有义务!销售或处置全部或部分货物,一

    切风险和费用由客户承担;

    (1) 公司单方面认为全部货物无法按照指示交付时,提前21 天向客户发出

    书面通知,

    Page 10 of 14

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