標準條款及細則

In these Conditions, unless the context otherwise requires:

In these Conditions, unless the context otherwise requires: words importing the singular include the plural and vice versa; words importing a gender include every gender; references to persons include any individual, body corporate or unincorporated and any other entity.

No servant or agent of Company has authority to waive or vary any provision of these Conditions, unless such waiver or variation is in writing and signed by a duly authorized person or director of Company.

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 shall not be affected.

Any of the Rights and Defences conferred on Company by these Conditions shall be in addition to and without prejudice to all other Rights and Defences available to it.

No omission or delay on the part of Company in exercising any of its Rights and Defenses shall operate as a waiver thereof.

All notices required to be given to Company under these Conditions shall be in writing delivered to or sent by mail (postage prepaid) to Company's registered office for the time being in Hong Kong.

Wherever it is provided in these Conditions that notice shall be given by Company to Customer or any other person, such notice shall be dispensed with if despite reasonable efforts, Customer or such other person cannot be contacted.

The Rights and Defenses of Company provided in these Conditions shall apply in any action against Company whether founded in contract, tort, bailment, trust or howsoever otherwise founded.

Any agreement or undertaking by Customer or Owner contained or implied in these Conditions to indemnify Company shall be construed as an agreement or undertaking to indemnify Company, its officers, servants, agents and sub-contractors.

Nothing in these Conditions shall be construed to affect or prejudice the Rights and Defenses of Company in or under any separate declarations, certifications, warranties, undertakings and/or indemnities provided by or on behalf of Customer and/or Owner.

Subject to Clause 2.2, provisions in these Conditions which: (a) exempt, exclude, relieve or limit the liability of Company; or (b) require Customer and/or Owner to indemnify Company — shall apply and take effect notwithstanding any act, omission, negligence, neglect or default of Company.

Subject to Clauses 2.2 and 2.3, all and any Services, whether gratuitous or otherwise, are provided subject to these Conditions which are deemed to be incorporated in any agreement between Company and Customer, to the exclusion of all other terms and conditions.

If any legislation is compulsorily applicable to any Service, these Conditions shall as regards such Service be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by Company of any of its Rights and Defenses.

Where Company issues its own bill of lading or waybill or cargo receipt and provides in it that it contracts as a carrier, the terms and conditions ("Separate Terms") embodied in such documents shall be paramount and prevail in respect of the Service contracted for to the extent that these Conditions are in conflict with the Separate Terms.

Customer entering into any transaction or business with Company expressly warrants that Customer is either Owner or authorized agent of Owner, and that it is authorized to accept and does accept these Conditions not only for itself but also for and on behalf of Owner.

Customer agrees and warrants that all and any representations, warranties, undertakings, agreements, obligations (including obligations to pay), liabilities, responsibilities and indemnities expressed or implied to be made, given or assumed by Customer in or under these Conditions are made, given and assumed by Customer jointly and severally with Owner.

Customer agrees and warrants that all and any Rights and Defenses available to Company may be enforced or raised by it against Customer and Owner (and each of them).

Company reserves to itself the discretion to provide any service as a principal or to procure as an agent the provision of the required service by third party(ies).

Company acts as a principal in respect of a Service if and to the extent that: (a) the Service is performed by Company itself and the Goods are in its actual custody and control; (b) Company issues its own bill of lading or waybill or cargo receipt as a carrier; (c) under any compulsorily applicable law Company is or is deemed to be providing the Service as a principal.

Company shall not be taken to be acting as a principal by reason only of: (a) the charge by Company of an inclusive price; (b) the supply by Company of its owned or leased equipment; (c) the arrangement by Company for Goods to be forwarded in consolidation with other goods.

Save as provided in Clause 4.2, all Services to Customer are provided by Company as agent.

Customer consents that Company may act as agent or sub-contractor of any third party in any transaction or service or business which relates to or otherwise affects Customer or Owner or the Goods.

Company shall be entitled to perform any Service by itself or its parent or subsidiary companies. Any contract to which these Conditions apply is made by the Company on its own behalf and also as agent for and on behalf of any such parent or subsidiary company.

Clauses 5 and 6 respectively set out certain specific provisions where Company acts as an agent or as a principal.

Company is not a common service provider and never a common carrier, and may in its sole discretion refuse to provide any service to any person.

All and any Services provided by Company gratuitously will be provided without acceptance of any liability of whatever nature and howsoever arising.

When Company acts as agent, Company shall be entitled to: (a) enter into all and any contracts with any third party on any terms; and (b) do all and any other acts on behalf of Customer and/or Owner in relation to the performance or fulfilment of Customer's instructions.

Company shall be entitled in its sole discretion to delegate on any terms its authority in whole or in part.

Company does not itself make or purport to make any contract with Customer or Owner for provision of the services by itself and acts solely on behalf of Customer and/or Owner in procuring the required services by third party(ies). Company shall have no liability or responsibility whatsoever in respect of any act, or omission, negligence, neglect or default of the third party(ies) or in respect of the Goods.

Unless contrary written instruction is given by Customer and accepted by Company in writing, Customer waives all rights of enquiry as to the terms, conditions and other particulars of contracts entered into by Company.

Customer expressly agrees that Company may in its discretion charge Customer an inclusive sum and so that the difference between the amount charged by Company and the amount charged by the third party will represent Company's remuneration or commission or income.

If Company acts as a principal in relation to a Service, then subject to Clause 2.2 and any contrary provisions of the Separate Terms, this Clause 6 and the other provisions of these Conditions shall apply.

Where Company acts as a principal, Company shall have full liberty to perform the Service itself, or to sub-contract on any terms whatsoever the whole or any part of the Service.

Where Company acts as a principal in the carriage of Goods, Company's liability (if any) for loss or damage or delay of Goods shall be determined by the provisions of any applicable international convention or national law.

The international conventions which may be applicable include (a) in relation to carriage by sea, the Hague Rules and the Hague-Visby Rules and (b) in relation to carriage by air, the Warsaw Convention, Guadalajara Convention and Montreal Convention.

In respect of carriage by air: "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 governs and in most cases limits the liability of carriers in respect of loss of or damage or delay to cargo."

Where the owner, charterer or operator of the vessel concerned establishes a limitation fund pursuant to the applicable International Convention on the Limitation of Liability for Maritime Claims, Company's liability shall be limited to that proportion of the limitation fund as allocated to the Goods concerned.

The Both to Blame Collision and New Jason Clauses published by the Baltic and International Maritime Council are hereby incorporated in these Conditions.

Where Company acts as agent or sub-contractor of a third party, Company shall be entitled to: (a) all the Rights and Defenses available to such third party; and (b) all the Rights and Defenses of Company under these Conditions.

Clause 7.1 shall apply where Company acts as agent or sub-contractor of a third party and in connection with any carriage of goods undertaken by such third party delivers or collects goods.

Customer warrants to Company as follows:

• Instructions given to Company are lawful, reasonable, sufficient and executable.
• Goods shall be presented at Company's nominated place within the appointed time and in the agreed quantity, packaging and conditions.
• Goods presented are lawful goods and contain no contraband or prohibited items.
• Goods presented are fit and suitable for the Services.
• When presented, the Goods are in such condition so as not to cause damage or injury.
• Customer shall have notified Company in writing of any special nature of the Goods.
• Particulars of Goods given to Company are complete, accurate and include all necessary data.
• All information relating to the Goods is complete, accurate and true.
• All necessary documents shall be timeously provided to Company.
• Goods have been properly, securely and sufficiently packed.
• Proper examinations of the Goods have been conducted.
• Customer has complied with all laws and regulations relating to the Goods.
• Customer shall comply with operational procedures prescribed by Company.
• Customer shall provide realistic forecasts of cargo throughput.
• The consignee shall take delivery within the time and at the place specified.
• Where Goods are packed in a Transport Unit not provided by Company, the Goods have been properly packed.
• Where Goods are packed by Customer in a Transport Unit provided by Company, Customer has inspected the Transport Unit.
• Customer is knowledgeable about its business and is willing to co-operate with Company.

(a) Where Customer is acting as an agent or intermediary, Customer shall disclose to Company in writing details of such arrangement. (b) If there is any breach of Clause 8.2(a), Company may refuse to provide any Service.

Customer shall indemnify and save harmless Company from and against: (a) Liabilities arising as a result of Company acting in accordance with Customer's instructions, or from any breach by Customer; (b) all claims, costs and demands made against Company in excess of its liability under these Conditions; and (c) all claims of a general average or salvage nature.

Advice and information provided by Company is for Customer only. Customer shall indemnify Company from Liabilities arising out of any other persons relying upon such advice or information.

Customer undertakes that no claim shall be made against any officer, servant, agent or sub-contractor of Company which imposes liability in connection with any Services.

Every officer, servant, agent and sub-contractor of Company shall have the benefit of Company's Rights and Defenses under these Conditions.

Except pursuant to special arrangements previously agreed in writing by Company, Customer warrants that it shall not tender for Services any Dangerous goods, Valuable goods, Perishable goods, live animals, plants or other goods which require special handling.

Should Customer nevertheless tender such Goods in breach of Clause 10.1: (a) no liability whatsoever will be accepted by Company; (b) Customer shall be liable for all loss and damage; and (c) such Goods may be destroyed or disposed of without notice.

If any Dangerous or Perishable Goods are accepted pursuant to special arrangements, they may nevertheless be destroyed if they pose a risk to other goods, property, life or health.

If Company agrees to accept Goods which require temperature control, Customer warrants that it shall not tender such Goods without having previously given written notice of their nature and particular temperature range.

If the requirements of Clause 10.4 are not complied with, Company shall not be liable for any loss or damage caused by such non-compliance.

If by special arrangement Goods have been packed into a refrigerated Transport Unit by Company, Company will set the thermostatic controls within the requested temperature range but does not guarantee continued maintenance of any temperature.

Customer undertakes to pay to Company in cash all sums immediately when due without deduction or deferment on account of any claim, dispute, counterclaim, or set-off.

Charges for Services shall be deemed fully earned on receipt of Goods or commencement of Service and shall be non-refundable in any event.

Unless otherwise agreed by Company in writing, Company's invoices shall be due for payment immediately upon presentation.

Customer shall be liable for any duties, taxes, imposts, levies, deposits or outlays of any kind levied by any authorities for or in connection with the Goods or Services.

Customer shall, upon request, make immediate advance payment to Company to cover any money for which Customer is or may become liable.

On all amounts overdue, Company shall be entitled to charge interest at the rate of 2% per month during the period that such amounts are overdue.

Quotations are given for immediate acceptance and are subject to withdrawals or revisions. Company may revise quotations or charges with or without prior notice in the case of changes beyond its control.

Charges for Services are usually quoted on "chargeable weight" basis. Chargeable weight is the higher of actual gross weight or volume weight.

Company shall be entitled to enforce any liability of Customer or to recover any sums payable against or from Customer as well as Owner.

If any money owing to Company is not paid when due, Company may terminate: (a) provision of all or any Services; and/or (b) all or any credit arrangements granted to Customer.

Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by freight forwarders.

No insurance will be arranged except on express written instructions given by Customer and accepted by Company in writing. Where Company accepts such instructions, Company shall act solely as agent of Customer.

Company is not and does not hold itself out as carrying on business as an insurer or insurance broker or insurance agent.

Unless written instructions are given by Customer and accepted by Company in writing, Company does not accept instructions or any liability for delivery or release of Goods in special circumstances.

Where Company engages third party(ies) to effect such instructions, Company shall always act as agent of Customer.

In any event, liability of Company shall not exceed the limit for mis-delivery of Goods as set out in Clause 20.4(a).

Company shall have a particular and general lien and right of detention on all Goods in its possession for all sums due at any time from Customer and/or Owner to Company.

Company shall be entitled on not less than 14 days written notice to Customer to sell, dispose of or otherwise deal with such Goods and apply the proceeds in or towards payment of such indebtedness.

Unless express written instructions have been given, Company shall not be obliged to make any declaration for the purpose of any statute, convention or contract as to the nature or value of any Goods.

Where there is a choice of rates according to the extent of liability, Goods will be carried at Customer's risk and at such charges as Company may decide.

Statement of the value of Goods by Customer for insurance, export, customs or other purposes shall not constitute instructions to Company to make any declaration.

Company shall have no obligation to give any notice of claim to any third party on behalf of Customer or Owner.

Company shall be under no obligation to exercise any lien for general average contribution due to Customer or Owner.

Goods shall not be treated as received by or for Company until and unless a written receipt therefor has been issued by Company or its authorized agent.

Company reserves absolute discretion as to the means, routes, methods, manner and procedures to be followed in the performance of any Services.

If in the opinion of Company it is necessary or desirable to depart from Customer's instructions, Company shall be at liberty to do so.

Company may at any time comply with orders or recommendations given by any Government or other authority or agency.

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

Customer expressly consents that Company may open any Goods, packages and Transport Units to verify, inspect, examine, weigh or measure the contents thereof.

Upon the occurrence of specified Events (including failure to take delivery within 14 days, insufficiently addressed Goods, or breach of warranties), Company may without liability store, sell, dispose of or abandon the Goods at the risk of Customer and/or Owner, and apply any proceeds towards payment of moneys owing.

If performance of Services is or is likely to be affected by any hindrance, risk, delay or difficulty of any kind, Company may treat the contract as terminated and place the Goods at Customer's disposal at any safe and convenient place, whereupon all responsibilities of Company shall cease absolutely.

The Owner entitled to delivery shall take delivery of the Goods within the time and at the place when and where Company is entitled to require delivery to be taken. If delivery is not so taken, the Goods shall be deemed to have been duly delivered.

If Goods are handed over into the custody of customs, port or other authority, such hand-over shall be deemed due delivery.

Delivery of Goods to any person presenting a forged or fraudulent document shall be deemed due delivery, provided the person releasing the Goods did not actually know the document was forged or fraudulent.

Upon delivery or deemed delivery, all liabilities of Company in respect of the Goods shall cease absolutely and immediately.

The rights of Company under this Clause 18 are in addition to any of its other Rights and Defenses.

Company shall not be liable for any loss or damage if caused by any of the following:

• Any act or omission of Customer or Owner;
• Compliance with instructions given by or on behalf of Customer or Owner;
• Insufficient packing, marking, labelling and/or numbering of the Goods;
• Handling, loading, stowing, unloading of Goods by Customer or Owner;
• Inherent vice or defects of Goods;
• Riots, civil commotions, strikes, lock outs, stoppage or restraint of labour;
• Fire, flood, storm, explosion or theft;
• Any cause or event which Company was unable to avoid;
• Any act or omission of Company the consequences of which it could not reasonably have foreseen;
• Compliance with the instructions of any person entitled to give them;
• Saving or attempts to save life during the performance of Services;
• Nuclear incidents;
• Any matter beyond the control of the Company.

Clause 19.1 shall be without prejudice to any of the Rights and Defenses to which Company is entitled.

Company shall not be responsible for any damage, loss, non-delivery or mis-delivery unless it is proved that such occurred whilst the Goods were in the actual custody of Company and was due to the wilful neglect or wilful default of Company.

Company shall not be liable for any non-compliance or mis-compliance of instructions unless it is proved that such was caused by the wilful neglect or wilful default of Company.

Save as provided in Clause 20.1 or 20.2, Company shall be under no liability whatsoever.

In no case shall the liability of the Company exceed:

• In the case of loss of, damage to, delay, mis-delivery or non-delivery of Goods: the least of (i) the value of the Goods actually lost or damaged; (ii) the reasonable cost of repair; (iii) USD 3.00 per kilogram; or (iv) USD 300.00 per cubic meter.
• In the case of loss of or damage to Customer's Equipment: the lesser of (i) the depreciated value; or (ii) the reasonable cost of repair.
• In any other case: an amount equal to the charges actually paid to Company for the Service.

Provided that in no event shall the total liability of Company exceed USD 250,000.00 per event or series of events arising from one common cause.

Company does not undertake that Services will be completed within a particular time. Company agrees to perform Services with reasonable dispatch.

Company shall not in any event be liable for: (a) any special, incidental, indirect, consequential or economic loss or damage; or (b) any loss, damage or expense arising from fire or theft.

By special arrangement, Company may accept alternative limits of liability in excess of the limits set out in these Conditions if Customer agrees to pay additional charges.

Any claim against Company must be made in writing giving full particulars thereof and notified to Company immediately.

Company shall be discharged from all liabilities if notice of claim is not received within 14 current days from: (a) in the case of damage to Goods, the date of delivery; (b) in the case of loss, non-delivery, mis-delivery or delay, the date the Goods should have been delivered; (c) in any other case, the date of the occurrence of the event.

All rights of claim against Company shall be extinguished unless suit is brought within 9 months from the applicable date specified in Clause 21.2.

These Conditions and any contract to which they apply shall be governed by and construed according to the laws of the Hong Kong Special Administrative Region.

Customer and Company hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Hong Kong Special Administrative Region, provided that Company may also bring proceedings in any other Courts of competent jurisdiction.

In the event of Customer bringing any proceedings against Company in breach of Clause 22.2, Customer and Owner shall indemnify Company from and against all consequences thereof including legal costs and expenses.