All transactions are subject to Federated Cargo Line Pte. Ltd.’s Standard Trading Conditions.

FEDERATED CARGO LINE PTE. LTD.

STANDARD TRADING CONDITIONS

PART I — DEFINITIONS AND APPLICATION

  1. In these Conditions:

(i)         “Authority” means a duly constituted legal or administrative person acting within its legal powers and exercising jurisdiction within any nation, state, municipality, port or airport.

(ii)        “Company” refers to Federated Cargo Line Pte. Ltd..

(iii)       “Container” means freight container (including without limitation any container, flexitank, trailer, transportable tank, flat, pallet or any article used to consolidate goods) which may carry unique identification numbers and markings, as well as any equipment (including devices which permit its ready handling) forming part thereof or connected thereto.

(iv)       “Customer” means any person at whose request or on whose behalf the Company provides any Services.

(v)        “Dangerous Goods” includes:

(1) any Goods classified, listed, designated, regulated, treated or considered as dangerous or hazardous under:

(1.1) the IMDG Code;

(1.2) the Maritime and Port Authority of Singapore (Dangerous Goods, Petroleum and Explosives) Regulations 2005;

(1.3) the Third Schedule to the Road Traffic (Expressway Traffic) Rules;

(1.4) any other applicable law, regulation, code, convention or requirement; or

(1.5) any determination, classification, direction or requirement of an Authority;

(2) any Goods which are or may become dangerous, hazardous, inflammable, explosive, radioactive, toxic, noxious, infectious, corrosive, polluting or otherwise damaging to themselves, any person, any other Goods, property or the environment;

(3) any Goods which are dangerously, inadequately or improperly packed, prepared, stowed, secured, labelled or marked, or whose packaging, preparation, stowage, securing, labelling or marking may create or increase any danger or risk;

(4) any Goods which are liable to self-heat, combust, emit heat or gas, leak, corrode, contaminate, infest, destabilise, react, deteriorate, cause structural damage, or harbour or encourage vermin or other pests;

(5) any Goods which, owing to their nature, condition, composition, concentration of weight, packaging or any legal, administrative or other obstacle relating to their packing, handling, storage, carriage, discharge, delivery or disposal, may be detained or may cause any person, Goods, Container, vessel, means of transport or other property to be detained; and

(6) any empty receptacle, packaging, Container or transport unit previously used for Dangerous Goods unless it has been properly cleaned, purged or otherwise rendered safe and, where applicable, certified as safe.

(vi)       “Electronic Data Interchange” means the electronic transfer from computer to computer of commercial or administrative transactions using agreed standard to structure the transaction or message data.

(vii)      “Goods” means the cargo in relation to which the Services are provided by the Company and includes any Container, packaging or pallet supplied by or on behalf of the Customer.

(viii)     “Hague-Visby Rules” means the provisions of the International Convention for the unification of certain rules relating to bills of lading signed at Brussels on 25 August 1924, as amended by the Protocol made at Brussels on 23 February 1968.

(ix)       “Multimodal Transport Operator” shall have the same meaning as set out in the bylaws of the Singapore Registry of Accredited Multimodal Transport Operators.

(x)        “Owner” means the owner of the Goods and includes any other person who is or may become interested in the Goods.

(xi)       “Services” means any business undertaken or any advice, information or services provided by the Company.

(xii)      “Warsaw Convention” means the Convention for the unification of certain rules relating to international carriage by air opened for signature at Warsaw on 12 October 1929, as amended by the Hague Protocol of 1955 and the Montreal Protocol of 1995.

(xiii)     “Conditions” means the provisions set out herein including the “Rules Governing Electronic Data Interchange”.

(xiv)     “IMDG Code” means the International Maritime Dangerous Goods Code adopted by the International Maritime Organization, as amended or replaced and in force at the relevant time.

(xv)     “SOLAS” means the International Convention for the Safety of Life at Sea, 1974, as amended or replaced and in force at the relevant time.

(xvi)     “Verified Gross Mass” or “VGM” means the total gross mass of a packed Container obtained, verified and documented in accordance with SOLAS and applicable law.

  1. (a) Where applicable, words importing the singular include the plural and vice versa; words importing a gender include every gender and references to persons include bodies corporate and unincorporate.

(b)        Clause headings are inserted for convenience of reference only and shall be ignored in the interpretation of these Conditions.

(c)        Any reference to any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such re-enactment.

  1. The capacity in which the Company provides any Services shall be determined by the nature of the specific transaction and the documents issued in connection therewith. Where the Company issues its own bill of lading or other transport document as carrier, the Company contracts as principal to that extent. In all other circumstances, the Company may act as either principal or agent as provided in Parts III and IV of these Conditions.
  2. Without prejudice to the generality of Clause 3, the Company acts as an agent and never as a principal when providing Services in respect of or relating to customs requirements, taxes, licences, consular documents, certificates of origin, inspection, certificates and other services similar or incidental thereto.

PART II — GENERAL CONDITIONS

Obligations of the Customer

  1. The Customer warrants that he is either the Owner or the authorised agent of the Owner of the Goods, and that he is authorised to accept and is accepting these Conditions not only for himself but also as agent for and on behalf of the Owner of the Goods.
  2. The Customer warrants that he has reasonable knowledge of matters affecting the conduct of his business, including but not limited to the terms of sale and purchase of the Goods and all other matters relating thereto.
  3. The Customer shall give to the Company sufficient and executable instructions.
  4. The Customer warrants that the description and particulars of the Goods are complete, accurate and correct.
  5. (a) Unless the Company has agreed in writing to pack the Goods, the Customer warrants that the Goods are properly and sufficiently prepared, packed, stowed, labelled and/or marked, and that the preparation, packing, stowage, labelling and marking are appropriate to any operations or transactions affecting the Goods and in particular to withstand the ordinary risks of handling, storage and carriage.
    (b) The Customer further warrants that at the time of stuffing, the Goods are in a physical condition that is safe and suitable for containerised carriage, including without limitation that the Goods are at an appropriate temperature, moisture level, and state of chemical stability for confinement in a sealed container.
  6. The Customer warrants that where the Company receives the Goods from the Customer already stowed in or on a Container or any other device constructed for the carriage of goods (each hereafter individually referred to as “the transport unit”), the transport unit is in good condition, and is suitable for the carriage of the Goods to the intended destination.

  7. (a) The Customer warrants that it has complied and will comply with all applicable laws, regulations and requirements of every Authority relating to the Goods, the Services and the transaction, including without limitation those relating to the nature, condition, preparation, packing, stowage, securing, labelling, marking, handling, storage, carriage, import, export, transit, discharge, delivery and disposal of the Goods.

    (b) The Customer warrants that the Goods are lawful and that any Container packed, loaded, stuffed, sealed, supplied or controlled by or on behalf of the Customer before receipt by the Company or any Subcontractor contains no contraband, stolen goods, illicit drugs, unlawfully carried controlled substances, weapons, stowaways, unauthorised persons or other illegal or prohibited items.

    (c) The Customer shall defend, indemnify and hold harmless the Company against all loss, damage, delay, detention, demurrage, inspection costs, cleaning or disposal costs, charges, expenses, fines, penalties, liabilities and claims arising from or in connection with any breach of this Clause.

11A. (a) Where required by SOLAS, any applicable law or the requirements of the Company, any carrier, terminal or Authority, the Customer shall obtain or cause to be obtained and shall provide to the Company, by the applicable cut-off time, an accurate VGM for each packed Container.

(b) In all cases, the Customer shall provide complete and accurate particulars of the weight of the Goods, packages, pallets, dunnage, securing materials and any other items packed in or on the Container, to the extent required to enable the Company or any other person to obtain, verify, document or transmit the VGM.

(c) The Customer warrants that: (i) the VGM and all other particulars concerning the weight, mass and distribution of weight of the Goods and Container are complete and accurate; (ii) the VGM has been obtained, verified and documented in accordance with SOLAS and all applicable laws and requirements; and (iii) the Container does not exceed the maximum permissible gross mass shown on its safety approval plate or any applicable legal, road, rail, terminal, vessel or operational weight limit.

(d) If any VGM or other required weight information is not provided accurately and within the applicable time limit, or if the Company reasonably considers any such information to be inaccurate or incomplete, the Company shall be under no obligation to commence or continue the Services and may:

(i) weigh or reweigh the Container or Goods;

(ii) refuse, defer or cancel the loading or carriage of the Container or Goods;

(iii) return, discharge, land, store, unpack, restuff or otherwise deal with the Container or Goods; or

(iv) take any other action which the Company reasonably considers necessary or appropriate.

(e) The Customer shall pay all charges, costs and expenses resulting from any matter referred to in this Clause and shall defend, indemnify and hold harmless the Company against all loss, damage, delay, detention, demurrage, fines, penalties, liabilities and claims arising from or in connection with:

(i) any breach of this Clause;

(ii) any late, inaccurate or incomplete VGM or weight information; or

(iii) the Company’s reasonable reliance on information provided by or on behalf of the Customer.

11B. (a) In this Clause, “Sanctions” means any trade, economic or financial sanction, embargo, export control, prohibition or restrictive measure imposed, administered or enforced by the United Nations, Singapore or any other Authority whose requirements apply to the Company, the Customer, the Owner, the Goods, the Services, the transaction, any intended route, any vessel or other means of transport, any Subcontractor, insurer, reinsurer, bank or other person involved in the Services.

(b) The Customer warrants that:

(i) the Customer, Owner, shipper, consignor and consignee are not, and are not owned or controlled by or acting on behalf of, any person with whom dealings are prohibited or restricted under applicable Sanctions;

(ii) after making reasonable enquiries, no other person having a legal, beneficial or financial interest in the Goods or transaction is a person with whom dealings are prohibited or restricted under applicable Sanctions;

(iii) the Goods, their origin, destination, routing, end use and intended recipient do not contravene applicable Sanctions;

(iv) no instruction given to the Company will require or cause the Company or any other person involved in the Services to contravene applicable Sanctions or expose such person to any sanction, prohibition, restriction, penalty or material compliance risk; and

(v) all information and documents provided in relation to the matters set out in this Clause are complete, accurate, current and not misleading.

(c) The Customer shall promptly provide all information, documents, licences, permits and authorisations reasonably requested by the Company for the purpose of sanctions, export-control or trade-control screening and compliance.

(d) If the Company reasonably considers that accepting, commencing or continuing any Services may contravene applicable Sanctions or expose the Company, any Subcontractor, vessel, insurer, reinsurer, bank or other person involved in the Services to any sanction, prohibition, restriction, penalty or material compliance risk, the Company may:

(i) reject the Goods or any instruction;

(ii) suspend, cancel or terminate the Services;

(iii) return, discharge, land, reroute, tranship, store, detain or hand over the Goods to an Authority; or

(iv) otherwise deal with the Goods as the Company reasonably considers necessary or appropriate.

(e) Subject to any compulsorily applicable law, the Company shall not be liable for any loss, damage or delay resulting from action reasonably taken under this Clause.

(f) The Customer shall pay all Freight, charges, costs and expenses resulting from any matter referred to in this Clause and shall defend, indemnify and hold harmless the Company against all loss, damage, delay, liabilities, fines, penalties, costs, expenses and claims arising from or in connection with any breach of this Clause.

(g) Any screening, enquiry, investigation or due diligence undertaken or not undertaken by the Company shall be for the Company’s own benefit and shall not relieve the Customer of any obligation, warranty or liability under this Clause.

Special Instructions, Goods and Services

  1. (a) 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.

    Before requesting such agreement, the Customer shall give the Company complete and accurate written particulars of:

    (i) the nature, composition, condition, quantity and characteristics of the Dangerous Goods;

    (ii) their correct description, proper shipping name, classification, UN number, packing group and flash point, where applicable;

    (iii) all dangers and risks associated with the Dangerous Goods, whether or not formally classified under the IMDG Code or any applicable law;

    (iv) all precautions required for their packing, handling, storage, carriage, discharge, delivery and disposal; and

    (v) all applicable licences, permits, approvals, declarations, certificates, safety data sheets and emergency-response information.

    Any written agreement by the Company shall apply only to the particular Dangerous Goods and transaction disclosed to and accepted by the Company and shall be subject to any conditions imposed by the Company.

(b)        If the Customer delivers to the Company or causes the Company to deal with or handle Dangerous Goods in breach of Clause 12(a) above, the Company shall not be liable for any loss or damage whatsoever caused by or to the Dangerous Goods and the Customer shall defend, indemnify and hold harmless the Company against all penalties, claims, liabilities (whether civil, criminal or otherwise), damages, costs and expenses whatsoever arising in connection with or incidental to such loss or damage, and the Dangerous 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 without compensation to and at the cost of the Customer.

(c)        If the Company agrees in writing to accept Dangerous Goods and subsequently, in the sole opinion of the Company, (i) they are deemed to constitute a risk to other goods, property, life or health or (ii) owing to legal, administrative or other obstacles whether as to their carriage, discharge or otherwise they may be detained or cause any other property or person to be detained, they may without notice be destroyed or otherwise dealt with at the expense of the Customer or Owner without compensation or any liability whatsoever attaching to the Company.

(d)        In the event of any mis-declared or non-declared Dangerous Goods or General Cargoes, the Company shall be entitled to impose a Misdeclaration Charge of USD 150,000 per container as an administrative charge against the Customer who was responsible for such misdeclaration or non-declaration, which shall be immediately due and payable upon discovery, irrespective of whether any loss, damage, or third-party claim has been incurred. Where a misdeclaration or non-declaration charge has been imposed on the Company by the vessel operator or any other party in the transport chain, the Company shall further be entitled to pass through and recover such charge in full from that same party. Both charges are cumulative and without prejudice to the Company’s right to recover the full measure of any and all losses, damages, costs, expenses, liabilities, and third-party claims (including General Average contributions, wreck removal, cargo claims, and environmental liability) arising from or in connection with such misdeclaration or non-declaration, howsoever caused.

(e) Where the Company agrees to accept Dangerous Goods, the Customer shall:

(i) comply with the IMDG Code, all applicable laws, regulations and requirements of every Authority, and all instructions or conditions imposed by the Company, any Subcontractor, carrier, terminal or other person involved in the Services;

(ii) ensure that the Dangerous Goods are properly and safely packed, stowed, secured, segregated, labelled, marked and documented;

(iii) provide all required declarations, certificates, permits, approvals, safety data sheets and emergency-response information accurately and within the applicable time limits; and

(iv) immediately notify the Company in writing of any change affecting the nature, condition, classification, safety or handling requirements of the Dangerous Goods.

(f) The Customer warrants that all descriptions, declarations, particulars, documents and information supplied in relation to Dangerous Goods are complete, accurate, current and not misleading, and that the Dangerous Goods correspond in all respects with the information supplied to and accepted by the Company.

  1. No insurance will be effected except upon express instructions given in writing by the Customer and all such insurances effected by the Company are subject to the usual exceptions and conditions of the policies of the insurance company or underwriters taking the risk. Unless otherwise agreed in writing, the Company shall not be under any obligation to effect a separate insurance on each consignment but may declare it on any open or general policy held by the Company. Should the insurers dispute their liability for any reason whatsoever 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 Customers. The Company acts solely as agent for the Customer in effecting insurance and does so subject to the limits of liability contained in Clauses 29 and 30 herein notwithstanding that loss or damage was caused by the Company’s negligence or default including any failure to place any insurance or the appropriate insurance.

  2. Except in accordance with express instructions previously received in writing from the Customer and expressly accepted in writing by the Company, the Company shall not be obliged to make any declaration for the purposes of any statute, convention or contract as to: (a) the nature or value of any Goods; or (b) any special interest in delivery. No value or other particular appearing in any invoice, packing list, customs document, insurance document, letter of credit, booking request, shipping instruction or other document shall, by itself: (i) constitute a declaration of value or special interest in delivery; (ii) constitute notice to the Company that the Customer requires the Company to assume increased liability; or (iii) increase the Company’s liability under these Conditions. Any higher amount of compensation shall apply only where expressly agreed in writing and on payment of any additional charges in accordance with Clause 31.

  3. (a) Unless otherwise previously agreed in writing by the Company, instructions relating to the delivery or release of goods in specified circumstances only (including without limitation against payment or against surrender of a particular document) are accepted by the Company as agents for the Customer where third parties are engaged to effect compliance with these instructions.

(b)        Notwithstanding the neglect or default of the Company, the Company shall not be under any liability in respect of such arrangements referred to in sub-clause (a) above.

(c)        In any event and notwithstanding the Company’s negligence, the Company’s liability in respect of the performance and arranging the performance of such instruction referred to sub-clause (a) above shall not exceed that provided under Clause 29 herein.

  1. The Company does not undertake that the goods shall depart or arrive by any particular date.
  2. The Customer undertakes that no claim shall be made against any director, servant or employee of the Company which imposes or seek to impose upon them any liability in connection with any Services undertaken by the Company and if any such claim is made, to indemnify the Company and the said director, servant or employee against all consequences thereof.

General Indemnities

  1. The Customer and the Owner shall hold harmless, defend and keep the Company indemnified from and against:

(a)        All liability, loss, damage, costs and expenses whatsoever including without prejudice to the generality of the foregoing, all duties, taxes, imports, levies, deposits and outlays of whatsoever nature levied by any Authority in relation to the Goods and for all payments and fines arising out of the Company acting in accordance with the Customer’s instructions or arising from any breach by the Customer or Owner of any Warranty or obligation contained in these Conditions or from the negligence of the Customer or Owner; and

(b)        Without derogation from sub-clause (a) above, any liability assumed or incurred by the Company when by reason of carrying out the Customer’s instructions the Company has reasonably become liable or may become liable to any other party; and

(c)        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 regardless whether such claims, costs and demands arise from or in connection with the negligence or breach of duty of the Company its servants, sub-contractors or agents.

(d)        Advice and information, in whatever form as may be given, are provided by the Company for the Customer only and the Customer shall defend, indemnify and hold harmless the Company for all liability, loss, damage, costs and expenses arising out of any other person relying on such advice or information. Except under special arrangements, advice and information which are not related to instructions accepted by the Company are provided gratuitously and without liability.

(e)        (i)         The Customer and Owner expressly agree that no servant, agent or other person (including any independent contractor) shall in any circumstances be under any liability to the Customer or Owner for any loss or damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment or as agent of the Company or otherwise. Without prejudice to the generality of the foregoing every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity applicable to the Company shall also be available and shall extend to protect every such servant, agent or other person (including any independent contractor) and for the purpose of this condition, the Company is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all such servants, agents or other persons (including any independent contractors) and all such persons shall to this extent be or deemed to be parties to the contract between the Company and the Customer or Owner.

(ii)        In this Clause 18, “contractor” and “contractors” include direct and indirect sub-contractors and their respective servants and agents.

(f)         The Customer and Owner shall solely be liable for demurrage or loss, damage, contamination, soiling or detention before during or after the carriage of property (including but not limited to Containers) of the Company or any person or vessel referred to herein caused directly or indirectly by the Customer or Owner or any person acting as servants, agents or independent contractors for or on behalf of either of them.

Charges

  1. (a) The Customer shall pay to the Company in cash or in such manner as the Company

may agree all sums immediately when due without deduction or deferment on account of any claim, counterclaims or set-off and the Customer agrees to waive the right of set-off, if any, as against the Company.

(b)        When the Company is instructed to collect freight, duties, charges or other expenses from any person other than the Customer, the Customer shall remain responsible and shall make payment of the same to the Company on receipt of evidence of demand and in the absence of evidence of payment for whatever reason by such other person.

(c)        On all amounts overdue to the Company, the Customer shall pay to the Company interest, calculated from the date such amounts are overdue until payment thereof, at the rate of two (2) per cent. per month.

(d)        Notwithstanding and without prejudice to Clause 18(c), in the event that the Customer fails to pay any sum due to the Company within five (5) days from the date any such sum is due, the Company shall be entitled at any time thereafter by written notice to the Customer declare that:

(i) all credit terms in respect of all or any part of the Services rendered pursuant to these Conditions shall be cancelled, whereupon the same shall be cancelled; and

(ii) all sums payable by the Customer to the Company in respect of all or any part of the Services rendered pursuant to these Conditions have become due and payable, whereupon the same shall immediately or in accordance with the terms of such notice become due and payable.

(e)        Any dispute as to the amount or accuracy of any invoice issued by the Company shall be raised by the Customer within 30 days from the date of the invoice, failing which, the Customer is deemed to have conclusively accepted that the invoice is complete and accurate.

(f)         Unless otherwise expressly agreed in writing, all invoices rendered by the Company are payable immediately on sight.

(g)        Quotations are given on the basis of immediate acceptance and are subject to withdrawal or revision. Unless otherwise agreed in writing the Company shall be, after acceptance, at liberty to revise quotations or charges with or without notice in the event of changes outside the Company’s control including but not limited to changes in currency exchange rates, rates of freight, insurance premiums or any changes applicable to the Goods.

Liberties and Rights of the Company

  1. Except insofar as has otherwise been agreed in writing, the Company shall be entitled and the Customer hereby authorises the Company to enter into contracts on behalf of itself or the Customer and without notice to the Customer:

(a)        for the carriage of Goods by any route, means or person;

(b)        for the carriage of Goods of any description whether containerised or not on or under the deck of any vessel;

(c)        for the storage, packing, transhipment, loading, unloading or handling of Goods by any person at any place whether on shore or afloat and for any length of time;

(d)        for the carriage or storage of Goods in Containers or with other Goods of whatever nature; or

(e)        for the performance of any of its own obligations,

and to do such acts as in the sole opinion of the Company may be necessary or incidental to the performance of the Company’s obligations.

  1. (a) The Company shall be entitled but under no obligation to depart from the Customer’s instructions in any respect if in the sole opinion of the Company there is good reason to do so in the Customer’s interest and the Company shall not thereby incur any additional liability whatsoever, other than its liability (if any) hereunder.

(b)        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.

  1. If at any time the performance of the Company’s obligations, in the sole 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 endeavours 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’s or Owner’s disposal at any place which the Company may deem in its sole opinion safe and convenient, whereupon the responsibility of the Company in respect of the Goods shall wholly cease. The Customer shall pay on demand any additional costs of carriage and delivery to and storage at such places and all other expenses incurred by the Company.
  2. If delivery of the Goods or any part thereof is not taken by the Customer or Owner at the time and place when and where the Company or any person whose services the Company makes use of calls upon the Customer or Owner to take delivery thereof, the Company shall be entitled to store the Goods or any part thereof at the sole risk of the Customer, whereupon the liability of the Company in respect of such Goods shall wholly cease and the cost of such storage and all other expenses and liability whatsoever paid or payable or incurred or which may be incurred by the Company shall be paid by the Customer on demand.
  3. Without prejudice to Clauses 22 and 23, the Company shall be entitled but under no obligation, at the expense of the Customer payable on demand and without any liability on the part of the Company to the Customer or the Owner, to sell or dispose:

(a)        on giving 7 days’ notice in writing to the Customer of Goods or any part thereof which in the sole opinion of the Company cannot be delivered as instructed; or

(b)        without notice to the Customer, of Goods which have perished, deteriorated or altered, or are in immediate prospect of doing so or which has caused or may reasonably be expected to cause loss or damage to any person or property or to contravene any applicable laws or regulations.

  1. (a) All Goods and documents in the possession, custody and control of the Company or its agents shall be subject to a general lien and right of detention for all sums (including without limitation all costs and charges payable by the Customer) due to the Company at any time and from time to time whether in respect of Services provided or in respect of such Goods or other goods or otherwise. If the sums due as aforesaid are not satisfied within 7 days of a notice in writing by the Company to the Customer, the Company shall be entitled to sell or dispose of the Goods or documents whether by public auction, private treaty or otherwise, and the proceeds of sale shall be applied in satisfaction of firstly, the costs and expenses of the sale or disposal and secondly, the sums due to the Company without any liability whatsoever on the part of the Company to the Customer. In the event that the proceeds of sale are insufficient to satisfy all sums due to the Company, the Company shall be entitled to recover from the Customer all sums which remain outstanding.

(b)        Notwithstanding Clause 25(a) above, when the Goods are liable to perish or deteriorate, the Company’s right to sell or dispose of the Goods shall arise immediately upon any sum becoming due to the Company subject only to the Company taking reasonable steps to bring to the Customer’s attention its intention of selling or disposing of the Goods before doing so.

  1. The Company shall have the right to enforce against the Customer and Owner jointly and severally any liability of the Customer under these Conditions or to recover from them any sums to be paid by the Customer which upon demand have not been paid.

Containers

  1. (a) If a Container has not been packed nor stuffed by the Company, the Company shall     not be liable for loss of or damage to the contents thereof if caused by:

(i)         the manner in which the Container has been packed or stuffed;

(ii)        the unsuitability of the contents for carriage in Containers;

(iii)       the unsuitability or defective condition of the Container provided that where the Container has been supplied by or on behalf of the Company, this paragraph shall apply only if the unsuitability or defective condition (a) arose without any negligence on the part of the Company or (b) would have been apparent upon reasonable inspection by the Customer or Owner or person acting on behalf of either of them or (c) arose as a result of the peculiarity of the Goods and such peculiarity is not made known to the Company; or

(iv)       the Container not being sealed at the commencement of any carriage.

(b)        The Customer shall defend, indemnify and hold harmless the Company against all liability, loss, damage, costs and expenses arising from one or more of the matters provided for in (a) above.

(c)        Where the Company is instructed to provide a Container, in the absence of any specific request in writing, the Company is not under an obligation to provide a Container of any particular type or quality.

(d) Unless the Company has expressly agreed in writing to seal the Container, the Customer shall:

(i) immediately after stuffing affix to the Container an intact high-security seal complying with all applicable laws, regulations and industry standards;

(ii) provide the Company with the complete and correct seal number;

(iii) ensure that the seal remains secure until the Container is delivered into the custody of the Company or the relevant Subcontractor; and

(iv) immediately notify the Company in writing of any lost, substituted, broken, damaged or tampered seal.

The Company may reject, return, inspect, open, reseal or otherwise deal with any Container which does not comply with this Clause, at the Customer’s risk and expense and without liability to the Company.

General Liability

  1. (a) The Company shall not be liable for any loss or damage whatsoever arising from:

(i)         the act or omission of the Customer or Owner or any person acting on their behalf;

(ii)        compliance with the instructions given to the Company by the Customer, Owner or any other person entitled to give them;

(iii)       insufficiency of the preparation, packing, storage, labelling or marking of the Goods except where such service has been provided by the Company;

(iv)       handling, loading, stowage or unloading of the Goods by the Customer or Owner or any person acting on their behalf;

(v)        inherent vice of the Goods;

(vi)       riots, civil commotion, strikes, lockouts, stoppage or restraint of labour from whatsoever cause; or

(vii)      any cause or event which the Company could not avoid and the consequences whereof it could not prevent by the exercise of reasonable diligence.

(b)        The Company shall not in any circumstances whatsoever and howsoever arising, including without limitation any negligence on the part of the Company, its servants and/or agents be liable for loss or damage howsoever caused to property other than the Goods themselves, indirect or consequential loss or damage, loss of profits, loss of market or the consequences of any delay or deviation.

Amount of Compensation

  1. Except in so far as otherwise provided by these Conditions, the liability of the Company howsoever arising and notwithstanding that such liability shall have arisen from the neglect or default of the Company, shall not exceed:

(a)        in respect of all claims other than those subject to the provisions of Clause 31 below, the lesser of (i) the value of the Goods lost, damaged, misdirected, misdelivered or in respect of which a claim arises; or (ii) S$5.00 per gross kilogram of the said Goods, and shall not exceed S$100,000.00 in any event whatsoever in respect of any one claim; and

(b)        in respect of claims for delay where not excluded by the provisions of these Conditions, the amount of the Company’s charges for the services in respect of the Goods delayed.

  1. For the purposes of Clauses 29 and 31, the value of the Goods:

(a)        shall be calculated by reference to the invoice value of the Goods plus freight and insurance if paid; and

(b)        if there is no invoice value for the Goods, shall be calculated by reference to the value of such Goods at the place and time when they are delivered to the Customer or Owner, their assignees or such persons as instructed by the Customer or should have been so delivered. The value of the Goods shall be fixed according to the current market value or commodity exchange price or if there is no current market value or commodity exchange price, by reference to the normal value of Goods of the same kind and quality.

  1. By special agreement in writing and on payment of additional charges, higher compensation may be claimed from the Company not exceeding the value of the Goods or the agreed value, whichever is the lesser.
  2. (a) The Company shall be discharged of any liability whatsoever unless:

(i) notice of any claim, such notice being a condition precedent to any liability on the part of the Company, is received in writing by the Company or its agent within 7 days after the date specified in (b) below; and

(ii) suit is brought in the proper forum within 9 months after the date specified in (b) below.

(b)        The date referred to in Clause 32(a) above shall:

(i) in the case of damage to Goods, the date of delivery of the Goods, and in the case of loss of the Goods, the date the Goods should have been delivered;

(ii) in the case of delay or non-delivery of the Goods, the date that the Goods should have been delivered; and

(iii) in any other case, the event giving rise to the claim.

General Average

  1. The Customer shall defend, indemnify and hold harmless the Company in respect of any general average or any claims of a general average nature which may be made on the Company and the Customer shall provide such security as may be required by the Company in this connection.

Miscellaneous

  1. Any notice served by post in relation to or in connection with the Agreement or the Services hereunder shall be conclusively deemed to have been received on the second day following the day on which it was posted to the address of the recipient last known to the Company. Any notice sent by facsimile transmission by the Customer or the Owner to the Company shall be conclusively deemed to have been received at the time of actual receipt by the Company. This clause shall be without prejudice to any other agreement or arrangement between the Company and the Customer or Owner relating to communications by means of Electronic Data Interchange.
  2. The waiver by the Company of a breach or default of any of the provisions set out in these Conditions shall not be construed as a waiver of any succeeding breach of the same or other provisions herein nor shall any delay or omission on the part of the Company to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the Customer.
  3. The rights and remedies conferred on the Company under these Conditions shall be cumulative and shall be in addition to and without prejudice to any rights or remedies otherwise available (whether at law or in equity) to the Company.
  4. (a) The defences and limits of liability provided for by these Conditions shall apply in any action against the Company whether such action be founded in contract or tort or in whatsoever form.

(b)        Notwithstanding any provisions to the contrary contained herein, Services in relation to goods of a fragile nature such as glass or china; antiques, works of art and pictures; bullion, precious metal objects and jewellery, precious stones; bank notes, coins, travellers cheques, drafts, credit and charge cards, any cards and documents entitling the holder to receive cash, goods or services, accounts, bills, deeds, evidence of debt; computer data on any medium, bonds, negotiable instruments or securities of any kind; goods of a perishable nature such as plants, foodstuffs or provisions; human remains; special goods such as live animals, birds, reptiles, fish and the like and radioactive cargoes are only rendered by the Company solely at the Customer’s risk without any liability whatsoever to the Company, including without limitation any liability arising from the negligence of the Company.

(c)        The rates published herewith are for the conveyance to all parts of the world of goods consisting of ordinary merchandise; the Customer is responsible for the payment of any increase in rates, freights, premiums or other charges which may be imposed after the commencement of the transit. Works of art and other goods of high value, goods out of proportion in bulk to their weight such as bicycles, perambulators, feathers, bamboo-furniture or hollow glass, may be accepted at rates which are available from the Company on request. Customs duties, local taxes and charges, porterage and local delivery expenses are additional to the rates for carriage unless otherwise stated. All rates and charges when payable abroad are liable to be slightly increased.

(d)        The Company shall have the option of charging by value, weight or measurement.

Modifications and Updates

37A. The Company reserves the right to amend, modify or update these Conditions at any time. Any such amendment, modification or update shall become effective upon publication on the Company’s website or on any later effective date stated therein, and all transactions entered into thereafter shall be subject to the amended Conditions.

Jurisdiction and Law

  1. These Conditions and any claim or dispute arising out of or in connection with the Services of the Company shall be subject to Singapore law. The Customer, Owner and the Company submit to the jurisdiction of the Singapore courts. However, the Company may nevertheless bring proceedings against the Customer and/or Owner in the competent courts of any other jurisdiction in which the Customer and/or Owner resides or may have assets. The Customer and/or Owner waives any objections on the grounds of forum non-conveniens or any similar ground and if required by the Company to do so shall nominate an agent for service in Singapore

PART III — COMPANY ACTING AS AGENTS

  1. (a) To the extent that the Company acts as an agent, the Company does not make or purport to make any contract with the Customer for the carriage, storage or handling of the Goods nor for any other physical service in relation to them and acts solely on behalf of the Customer in securing such services by establishing contracts with third parties so that direct contractual relationships are established between the Customer and such third parties.

(b)        The Company shall not be liable for the acts or omissions of such third parties referred to in sub-clause (a) above.

(c)        The Company shall not be responsible for any accident or for any act neglect or default howsoever arising whether wilful or otherwise on the part of its agents or those with whom it contracts in respect of the Goods to be forwarded, whether they are carriers by land, sea or air (whether shipowners, lightermen, canal, railway or aircraft operators or others) or warehouse keepers or other persons. The Company shall not be responsible for any money paid or remitted by it on behalf of the senders to any persons in respect of the Goods to be forwarded, whether for the purpose of paying duties or charges in respect of the Goods or otherwise. All the general and special exemptions stated in this condition shall apply although the particular rates or charges made by the Company to the senders or persons forwarding the Goods may not be identical with the amounts paid by it to such agents, contractors or other persons.

  1. (a) Without prejudice to Clause 20, the Company when acting as an agent has the authority of the Customer to enter into contracts on the Customer’s behalf and to do such acts so as to bind the Customer by such contracts and acts in all respects notwithstanding any departure from the Customer’s instructions.

(b)        The Company only forwards Goods subject to the contracts, terms, conditions, and regulations of the various persons, companies or Authorities into whose possession the Goods may pass.

(c)        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 made in the procurement of the satisfaction of the Customer’s requirements.

Choice of Rates

  1. Where there is a choice of rates according to the extent or degree of liability assumed by persons carrying, storing or handling the Goods, no declaration of value where optional will be made unless otherwise agreed in writing.

PART IV — COMPANY ACTING AS PRINCIPAL

  1. To the extent that the Company contracts as principal for the performance of the Customer’s instructions, the Company undertakes to perform or in its own name to procure the performance of the Customer’s instructions and subject to the provisions of these Conditions shall be liable for the loss of or damage to the Goods occurring from the time that the Goods are taken into its charge until the time of delivery.
  2. Notwithstanding any other provision in these Conditions, except for the provisions in Clauses 29, 30, 31 and 32 herein, if it is proven that loss of or damage to the Goods occurred, the Company’s liability shall be determined by the provisions contained in any international convention or national law, the provisions of which:

(a)        cannot be departed from by private contract, to the detriment of the claimant; and

(b)        would have applied if the claimant had made a separate and direct contract with the actual provider of the particular service in respect of that service or stage of carriage where the loss or damage occurred and received as evidence thereof any particular document which must be issued if such international convention or national law shall apply.

  1. Notwithstanding any provision in these Conditions but subject to Clauses 43 and 44, if it can be proved that the loss of or damage to the Goods occurred at sea or inland waterway and the provisions of Clause 43 do not apply, the Company’s liability shall be limited to those set out in the Hague-Visby Rules and the Company shall be entitled to rely on all defences, exemptions or limitations provided to carriers by the Hague-Visby Rules. Reference in the Hague-Visby Rules to carriage by sea shall be deemed to include reference to carriage by inland waterways and the Hague-Visby Rules shall be construed accordingly.
  2. Notwithstanding the provisions of Clause 44, 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.

Air Carriage

  1. If the Company acts as a principal in respect of a carriage of Goods by air, the following notice is hereby given: If the carriage involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention may be applicable and the Convention governs and in most cases limits the liability of carriers in respect of loss of or damage to cargo. Agreed stopping places are those places (other than the places of departure and destination) shown under requested routing and/or those places shown in carriers’ timetable as scheduled stopping places for the route. The address of the first carrier is the airport of departure.

Both-to-Blame Collision Clause

  1. The current Both-to-Blame Collision Clause as adopted by BIMCO is incorporated in and deemed to form part of these Conditions. If the vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act of negligence or default of the Master, Mariners, Pilot or the servant of the carrier in the navigation or in the management of the vessel, the merchant will indemnify the carrier against all loss or liability to the other or non-carrying vessel or her Owner insofar as such loss or liability represents loss of or damage to or any claim whatsoever of the owner of the said goods paid or payable by the carrying vessel or her Owner as part of his claim against the carrying vessel or carrier. The foregoing provisions shall also apply where the Owner, operator or those in charge of any vessels or objects other than or in addition to the colliding vessels or objects are at fault in respect of a collision or contact.

Version 2026071501 — Last updated on 15 July 2026