Standard Trading Conditions for (insert company name)
(Pages 8-12 inclusive in Chinese)
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.
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
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
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
(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
(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
(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
(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
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.
8.1 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
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
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.
9.1 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
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
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.
12.1 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
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
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！
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
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
Page 9 of 14
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。
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
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
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
(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
Page 10 of 14